ONEMAIN COM INC, 10-K, 2000-03-30

ONEMAIN COM INC
10-K, 2000-03-30
COMPUTER INTEGRATED SYSTEMS DESIGN

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NUMBER - 000-25599

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ONEMAIN.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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<S> <C> <C>
DELAWARE 7375 11-340073
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. IDENTIFICATION
OF INCORPORATION OR ORGANIZATION) EMPLOYER CLASSIFICATION NUMBER) NUMBER)
</TABLE>

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1860 MICHAEL FARADAY DRIVE, SUITE 200, RESTON, VIRGINIA 20190
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 375-3000

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

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<S> <C>
(TITLE OF EACH CLASS) (NAME OF EACH EXCHANGE ON WHICH REGISTERED)
None None
</TABLE>

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE CLASS)

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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /x/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based upon the closing sale price of the Common Stock on March
27, 2000 as reported on the NASDAQ National Market System, was approximately
$273,518,805. Shares of Common Stock held by each officer and director and by
each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.

As of March 27, 2000 there were 25,073,964 shares outstanding of the
Registrant's Common Stock.

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DOCUMENTS INCORPORATED BY REFERENCE

Parts of the following document are incorporated by reference into the
following parts of the Form 10-K: Certain information required in Part III of
the Form 10-K is incorporated by reference from the Registrants' Proxy Statement
for its 2000 Annual Meeting of Stockholders.
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PART I
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 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 continue to strengthen this relationship by launching our
geographic communities and by enhancing customer service through our planned
regional customer care 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 701,000 subscribers in 35
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, GoTo.com and nutripeak.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 next 12
to 18 months.

Our mission statement is to be the best 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.

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 (the '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 December 31, 1999, we
acquired all of the outstanding common stock, limited liability company
interests and partnership interests of nine additional ISPs and selected assets
of various other ISPs (the 'Subsequent Acquisitions'). As of December 31, 1999,
the total purchase price, comprised of cash and common stock, for the IPO
Acquisitions and Subsequent Acquisitions was approximately $340.3 million.
Subsequent to December 31, 1999, we acquired all of the outstanding common stock
of one other ISP for approximately $3.1 million in cash. 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 dates
of acquisition. Total pro forma revenues for the year ended December 31, 1999
were $102.3 million compared to $56.7 million for the year ended December 31,
1998, an increase of 80.4%. The increase was primarily attributable to an
increase in the number of subscribers as a result of internal growth and
strategic acquisitions during 1999. We had approximately 701,000 subscribers at
December 31, 1999 compared to approximately 332,000 at December 31, 1998, an
increase of 111.1%. Refer to Management's Discussion and Analysis of Financial
Condition and Results of Operations in this Form 10-K for further discussion of
our results of operations.

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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. In addition, the Internet
penetration rate of these smaller markets is 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. 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. 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

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 low churn rate shown below.
In addition, the table below shows the growth in our subscriber base over the
four quarters ending December 31, 1999:

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NUMBER OF SUBSCRIBERS(1) PERCENTAGE GROWTH AVERAGE MONTHLY
QUARTER ENDED: AT END OF QUARTER FROM PREVIOUS QUARTER CHURN RATE(2)
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March 31, 1999.................... 371,000 11.7% 2.7%
June 30, 1999..................... 472,000 27.2 2.3
September 30, 1999................ 561,000 18.9 2.1
December 31, 1999................. 701,000 25.0 2.2
</TABLE>

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(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 41 local storefronts, staffed with local sales and
service personnel which allow subscribers to stop in and sign up for our
Internet access in person.

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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
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 offers subscribers access to Bakersfield,
California news, sports news, dining and entertainment and op-eds;

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

o IntraACTIVE provides instant messaging and chat room functionality which
can be customized to create topical chat rooms;

o MyWay.com provides basic content of interest to subscribers on a daily
basis. Items such as national news, national sports news, business news,
family features, maps and directions are sourced from MyWay.com;

o Net2Phone has built a co-branded communications center for our
subscribers to use its Internet telephony services, which include
PC2Phone, PC2Fax and PC2PC. We share in net revenues generated by
subscriber calls through this co-branded communications center, which
allows our subscribers to connect on-line to Net2Phone services. The
communications center features 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 offers its Web-based e-mail product to our subscribers on a
co-branded basis;

o theglobe.com supplies a number of co-branded communications products that
are 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;

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

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o nutripeak.com is our primary source for nutritional supplements and
physical fitness information for our geographic communities.

We believe size and market penetration have been factors in negotiating
favorable financial terms in our agreements with national content providers. In
most partnerships, we generate revenue through advertising revenue sharing or
on-line sale proceeds, or are 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 is co-branded, we are able to offer our subscribers a largely
seamless on-line experience. 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 customer care centers. Our strategy of creating a
partnership between local service teams and regional customer care 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 will 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 customer care
centers. These regional customer care centers will use the latest 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
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.

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, including:

o wireless and broadband services, which allow the simultaneous
transmission of voice, video and data channels;

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.

In this regard, we recently signed an agreement with Research In Motion
Limited, or RIM, where RIM will provide its BlackBerry Internet Edition to our
subscribers. BlackBerry is designed to allow ISPs to offer an end-to-end
wireless e-mail solution with single mailbox integration. The BlackBerry
solution includes a wireless handheld device with integrated e-mail/organizer
software, PC docking cradle, PC synchronization software and airtime, allowing
mobile users to remotely access their e-mail, calendar, address book and task
list.

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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 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 consolidate our business functions;

o migrate from multiple billing systems to a single standardized billing
system;

o negotiate volume discounts with equipment vendors; and

o manage financial information through an integrated 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
group. This new group 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 our dedicated
business sales group provides 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 group 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,

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according to internet.com. Many of these ISPs operate in the markets in which we
will focus our strategy. 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 that 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 directly 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.

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We also offer DSL, which provides high-speed Internet access using digital
service technology through traditional telephone lines. We recently contracted
with Covad Communications to resell their DSL services in our markets, as
available.

In addition to dial-up access, we currently offer the following services:

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;

o dial-up and dedicated service through Integrated Services Digital Network
(ISDN) and which combines voice and digital network services through a
single medium;

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

o fractional and full T1 Internet lines, which are capable of transmission
speeds of up to 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. We also package our Web
design services with Web hosting.

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 target market growth opportunities;

o manage network functions;

o provide customer service; and

o integrate acquired subscribers.

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

EAST OPERATING GROUP

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o Osterville, Massachusetts o Montoursville, Pennsylvania o Warren, Pennsylvania
o Ephrata, Pennsylvania o Sunbury, Pennsylvania o Burlington, Vermont
o Fayetteville, Pennsylvania
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SOUTH OPERATING GROUP

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o Fort Smith, Arkansas o Merritt Island, Florida o Winfield, Kansas
o Altamonte Springs, Florida o Wichita, Kansas
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CENTRAL OPERATING GROUP

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o Carbondale, Illinois o Flint, Michigan o Jackson, Tennessee
o Mount Vernon, Illinois o Jackson, Minnesota o Knoxville, Tennessee
o Quincy, Illinois o Rochester, Minnesota o Memphis, Tennessee
o Springfield, Illinois o Washington, Missouri o Nashville, Tennessee
o Anderson, Indiana o Omaha, Nebraska o Blacksburg, Virginia
o Fort Wayne, Indiana o Portsmouth, Ohio o Mabscott, W. Virginia
o Indianapolis, Indiana o Columbia, South Carolina
o Lafayette, Indiana o Cookeville, Tennessee
</TABLE>

WEST OPERATING GROUP

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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;

o deploying redundant national network operations centers; and

o eliminating redundant network components.

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 reduced costs by streamlining business processes;

o real-time analysis of trends and more comprehensive analysis of
subscriber churn;

o more timely reporting of financial information;

o integration of customer care and billing data to improve timely customer
support; and

o improved time to market.

We currently anticipate that in the next 12 to 18 months, 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 customer care center integration.

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

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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 building 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 approximately 3,000 dealers working together with our
local operating companies. 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.

OUR NETWORK AND SYSTEM

NETWORK. Using a phased approach, we are now integrating our 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 are implementing 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, 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;

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.

10
<PAGE>
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, 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

11
<PAGE>
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 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.

12
<PAGE>
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.

ITEM 2. PROPERTIES

Our headquarters are located in Reston, Virginia. Our local operations
lease space in their markets for their network points of presence or 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 believe that we will be able to obtain suitable space
as needed.

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

13
<PAGE>
PART II

ITEM 5. MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

MARKET PRICE OF COMMON STOCK

The following table sets forth the range of high and low sale prices for
our common stock for the periods indicated as reported on the Nasdaq National
Market:

<TABLE>
<CAPTION>
FOR THE QUARTER ENDED: HIGH LOW
- ------------------------------------------------------------------------------------- ------ ------
<S> <C> <C>
March 31, 1999....................................................................... $46.75 $28.00
June 30, 1999........................................................................ $41.00 $14.19
September 30, 1999................................................................... $34.00 $14.75
December 31, 1999.................................................................... $24.00 $14.38
</TABLE>

We have not declared, nor have we paid, any dividends on our common stock
and we 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.

As of March 27, 2000 there were approximately 502 stockholders of record of
our common stock. We do not have any outstanding shares of preferred stock.

EXCHANGE INFORMATION

Our common stock is traded on the Nasdaq National Market System under the
symbol 'ONEM.'

ITEM 6. SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA FOR ONEMAIN.COM, INC.

Presented below are selected financial data for the year ended December 31,
1999 and the period from August 19, 1998 (inception) through December 31, 1998,
as well as the selected pro forma financial data for the years ended December
31, 1999 and 1998.

The selected historical statement of operations data for the year ended
December 31, 1999 and the period from August 19, 1998 (inception) through
December 31, 1998 and the selected historical balance sheet data at December 31,
1999 and 1998 have been derived from our consolidated financial statements which
have been audited by Ernst & Young LLP, independent public accountants, whose
report with respect to these financial statements is included elsewhere in this
Annual Report on Form 10-K.

The selected pro forma financial income statement information includes (a)
our historical consolidated results combined with the 17 ISPs as if the IPO
Acquisitions had occurred on January 1, 1998; (b) the amortization of goodwill
and customer lists resulting from the IPO Acquisitions; (c) the elimination of
interest expense for the debt that was paid from the IPO proceeds; and (d) an
income tax benefit at an appropriate rate. The selected pro forma financial
information includes the results of operations of the Subsequent Acquisitions
from the dates of acquisition only.

The pro forma combined financial information does not purport to represent
what our results of operations would actually have been if such transactions and
events in fact had occurred on those dates or to project our results of
operations for any future period.

14
<PAGE>
SELECTED FINANCIAL DATA FOR ONEMAIN.COM, INC.
(IN THOUSANDS, EXCEPT PER SHARE AND SUBSCRIBER DATA)

FOR THE PERIOD
AUGUST 19, 1998
(INCEPTION) PRO FORMA PRO FORMA
YEAR ENDED THROUGH YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1999 1998
------------ --------------- ------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
REVENUES:
Access revenues.................................... $ 78,296 $ -- $ 96,263 $ 51,814
Other revenues..................................... 4,469 -- 6,003 4,873
------------ --------------- ------------ ------------
Total revenues................................... 82,765 -- 102,266 56,687
Costs and expenses:
Costs of access revenues........................... 31,027 -- 38,744 21,573
Costs of other revenues............................ 1,463 -- 1,837 1,214
Operations and customer support.................... 12,124 -- 14,908 8,834
Sales and marketing................................ 14,096 -- 16,466 7,115
General and administrative (exclusive of non-cash
compensation expense shown below)................ 31,350 761 35,937 18,439
Non-cash compensation.............................. 2,594 -- 2,594 --
Amortization....................................... 76,961 -- 97,774(1) 79,105(1)
Depreciation....................................... 7,587 -- 8,889 4,281
Other (income) expense, net........................ (137) -- (149) 319
------------ --------------- ------------ ------------
Total costs and expenses......................... 177,065 761 217,000 140,880
Loss from operations................................. (94,300) (761) (114,734) (84,193)
Interest income...................................... 3,225 -- 3,251 93
Interest expense..................................... (640) (4) (722) (221)
------------ --------------- ------------ ------------
Loss before income tax benefit....................... (91,715) (765) (112,205) (84,321)
Income tax benefit................................... 10,470 -- 13,353 10,292
------------ --------------- ------------ ------------
Net loss............................................. $ (81,245) $ (765) $ (98,852) $ (74,029)
------------ --------------- ------------ ------------
------------ --------------- ------------ ------------
Basic and diluted net loss per share................. $ (4.38) $ (0.16)
------------ ---------------
------------ ---------------
Shares used in the calculation of basic and diluted
net loss per share................................. 18,568 4,668
------------ ---------------
------------ ---------------
Pro forma basic and diluted net loss per share....... $ (4.45) $ (3.62)
------------ ------------
------------ ------------
Shares used in the calculation of pro forma basic and
diluted net loss per share......................... 22,222 20,422
------------ ------------
------------ ------------
OTHER OPERATING DATA:
Approximate number of subscribers at end of period... 701,000 --
Cash flows from operating activities................. $ 2,553 $ (375)
Cash flows from investing activities................. $ (156,613) $ --
Cash flows from financing activities................. $ 180,987 $ 547
EBITDA(2)............................................ $ (9,752) $ (761)
</TABLE>

- ------------------
(1) Consists of amortization expense of $96,930 and $77,910 for the years ended
December 31, 1999 and 1998 recorded as a result of acquisitions. These
amortization charges are attributable primarily to goodwill and subscriber
lists and are amortized over three years.

(2) 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.

15
<PAGE>
SELECTED FINANCIAL DATA FOR ONEMAIN.COM, INC.--(CONTINUED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1999 1998
-------- ------
<S> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Working capital deficit.................................................................. $(30,929) $ (718)
Total assets............................................................................. $434,893 $6,331
Long-term debt and other liabilities..................................................... $ 40,968 $ --
Stockholders' equity (deficit)........................................................... $310,874 $ (718)
</TABLE>

SELECTED HISTORICAL FINANCIAL DATA FOR OUR ISPS
(IN THOUSANDS, EXCEPT SUBSCRIBER DATA)

The selected financial data of our initial predecessor 17 ISPs acquired
upon the closing of our IPO have been presented below. The selected historical
statement of operations data for the three months ended March 31, 1999 and for
the years ended December 31, 1998 and 1997 and the selected historical balance
sheet data at December 31, 1998 have been derived from the companies' audited
financial statements included elsewhere in this Annual Report. The selected
historical statement of operations data for the years ended December 31, 1996
and 1995 and the selected historical balance sheet data at December 31, 1997,
1996 and 1995 have been derived from the companies' audited financial statements
not included elsewhere in this Annual Report on Form 10-K. All of our ISPs have
fiscal years ending December 31. Subscriber information for December 31, 1995 is
not available.

16
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA FOR OUR ISPS--(CONTINUED)
(IN THOUSANDS, EXCEPT SUBSCRIBER DATA)

<TABLE>
<CAPTION>
FOR OR AT THE THREE FOR OR AT THE YEARS ENDED DECEMBER 31,
COMMENCED MONTHS ENDED -------------------------------------------
OPERATIONS MARCH 31, 1999 1998 1997 1996 1995
--------------- ------------------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Internet Partners of America,
LC
Revenues..................... June 1995 $ 1,643 $ 4,426 $ 1,857 $ 931 $ 28
Operating income (loss)...... $ 51 $ (519) $ (979) $(1,162) $ (150)
Subscribers.................. 25,699 24,183 13,060 6,789 --
PalmNet, USA, Inc.
Revenues..................... April 1996 $ 216 $ 626 $ 432 $ 96
Operating income (loss)...... $ 52 $ 119 $ 80 $ (52)
Subscribers.................. 5,544 5,337 2,824 1,600
Internet Access Group, Inc.
Revenues..................... January 1995 $ 384 $ 1,534 $ 1,179 $ 951 $ 393
Operating (loss) income...... $ (27) $ (59) $ 36 $ 33 $ (138)
Subscribers.................. 5,189 4,931 3,887 2,574 --
CENTRAL OPERATING GROUP
United States Internet, Inc.
Revenues..................... April 1994 $ 2,832 $ 6,515 $ 4,174 $ 2,507 $ 890
Operating loss(1)............ $ (169) $ (4,650) $ (226) $(1,851) $ (2,593)
Subscribers.................. 38,523 35,289 16,219 10,927 --
ZoomNet, Inc.
Revenues..................... September 1995 $ 805 $ 1,968 $ 858 $ 273 $ 19
Operating income (loss)...... $ 155 $ 202 $ 162 $ (13) $ (1)
Subscribers.................. 15,616 12,921 5,309 1,997 --
Midwest Internet, L.L.C.
Revenues..................... March 1995 $ 1,596 $ 4,091 $ 2,523 $ 1,790 $ 186
Operating income (loss)...... $ 295 $ 500 $ 59 $ (482) $ (197)
Subscribers.................. 24,693 21,581 11,474 11,529 --
Internet Solutions, L.L.C.
Revenues..................... October 1995 $ 413 $ 1,003 $ 446 $ 141 $ 7
Operating income (loss)...... $ 22 $ 113 $ 6 $ (75) $ (47)
Subscribers.................. 6,983 5,437 2,667 1,010 --
FGINet, Inc.
Revenues..................... November 1994 $ 598 $ 1,494 $ 818 $ 275 $ 34
Operating loss............... $ (37) $ (104) $ -- $ (125) $ (4)
Subscribers.................. 11,440 10,031 4,601 2,919 --
Superhighway, Inc. d/b/a
Indynet
Revenues..................... June 1995 $ 866 $ 3,013 $ 2,106 $ 1,249 $ 248
Operating income............. $ 152 $ 150 $ 460 $ 239 $ 28
Subscribers.................. 19,314 18,114 12,468 6,556 --
WEST OPERATING GROUP
Lightspeed Net, Inc.
Revenues..................... March 1995 $ 1,266 $ 4,653 $ 3,086 $ 1,124 $ 85
Operating loss............... $ (59) $ (519) $ (1,243) $(1,066) $ (385)
Subscribers.................. 15,698 15,672 15,533 4,059 --
JPS.Net Corporation
Revenues..................... January 1997 $ 3,850 $ 9,002 $ 2,074
Operating loss............... $ (36) $ (853) $ (993)
Subscribers.................. 115,002 100,736 32,119
TOTAL
Revenues..................... $ 19,501 $ 52,267 $ 26,685 $12,684 $ 2,824
Operating income (loss)...... $ 514 $ (4,846) $ (2,940) $(4,834) $ (4,346)
Subscribers.................. 370,839 331,849 158,204 66,988 --
</TABLE>

- ------------------
(1) Operating loss for the years ended December 31, 1998, 1997, 1996, and 1995
includes incentive compensation expense (benefit) of $3,341, $(599), $581,
and $1,681, respectively. This expense (benefit) is attributable to
compensation expense related to United States Internet's stock appreciation
rights.

17
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA FOR OUR ISPS--(CONTINUED)
(IN THOUSANDS, EXCEPT SUBSCRIBER DATA)

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------
1998 1997 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
EAST OPERATING GROUP
D&E SuperNet, Inc.
Total assets....................................................... $ 3,560 $ 767 $ 596 $ 228
Long-term debt..................................................... $ 2,180 $ -- $ -- $ --
Total stockholders' equity......................................... $ 597 $ 46 $ -- $ 52
SunLink, Inc.
Total assets....................................................... $ 698 $ 437 $ 149 $ 22
Long-term debt..................................................... $ 345 $ 13 $ 8 $ 5
Total stockholders' equity......................................... $ 76 $ 157 $ 18 $ 11
LebaNet, Inc.
Total assets....................................................... $ 109 $ 115 $ 75
Long-term debt..................................................... $ -- $ -- $ --
Total stockholders' equity......................................... $ 103 $ 49 $ 25
TGF Technologies, Inc.
Total assets....................................................... $ 1,640 $ 1,277 $ 723 $ 317
Long-term debt..................................................... $ 574 $ 758 $ 355 $ 40
Total stockholders' (deficit) equity............................... $ (49) $ (388) $ 54 $ 155
SOUTH OPERATING GROUP
SouthWind Internet Access, Inc.
Total assets....................................................... $ 620 $ 609 $ 428 $ 159
Long-term debt..................................................... $ 37 $ 139 $ 167 $ 90
Total stockholders' equity......................................... $ 464 $ 398 $ 207 $ 31
Horizon Internet Technologies, Inc.
Total assets....................................................... $ 558 $ 178 $ 80 $ 36
Long-term debt..................................................... $ 152 $ 100 $ 49 $ 13
Total stockholders' (deficit) equity............................... $ (16) $ (49) $ 7 $ 8
Internet Partners of America, LC
Total assets....................................................... $ 3,642 $ 2,360 $ 1,501 $ 298
Long-term debt..................................................... $ 3,880 $ 2,087 $ 772 $ 100
Total members' (deficit) equity.................................... $(1,164) $ (319) $ 573 $ 150
PalmNet, USA, Inc.
Total assets....................................................... $ 166 $ 129 $ 74
Long-term debt..................................................... $ -- $ -- $ --
Total stockholders' equity (deficit)............................... $ 85 $ 14 $ (50)
Internet Access Group, Inc.
Total assets....................................................... $ 493 $ 290 $ 293 $ 83
Long-term debt..................................................... $ 343 $ 209 $ 154 $ 52
Total stockholders' deficit........................................ $ (204) $ (112) $ (124) $ (146)
CENTRAL OPERATING GROUP
United States Internet, Inc.
Total assets....................................................... $ 8,855 $ 2,228 $ 1,902 $ 752
Long-term debt..................................................... $ 4,983 $ 2,062 $ 1,763 $ 138
Stock appreciation rights liability................................ $ 5,104 $ 1,763 $ 2,362 $ 1,781
Total stockholders' deficit........................................ $(3,026) $(2,799) $(3,308) $(1,854)
ZoomNet, Inc.
Total assets....................................................... $ 1,402 $ 681 $ 170 $ 32
Long-term debt..................................................... $ 699 $ 363 $ 24 $ 5
Total stockholders' equity......................................... $ 244 $ 147 $ 61 $ 19
</TABLE>

18
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA FOR OUR ISPS--(CONTINUED)
(IN THOUSANDS, EXCEPT SUBSCRIBER DATA)

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------
1998 1997 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
Midwest Internet L.L.C.
Total assets....................................................... $ 1,867 $ 747 $ 760 $ 435
Long-term debt..................................................... $ 1,689 $ 973 $ 39 $ 86
Total members' deficit............................................. $ (186) $ (589) $ (583) $ (123)
Internet Solutions, L.L.C.
Total assets....................................................... $ 721 $ 307 $ 107 $ 62
Long-term debt..................................................... $ 235 $ -- $ -- $ --
Total members' equity.............................................. $ 155 $ 103 $ 81 $ 43
FGInet, Inc.
Total assets....................................................... $ 1,012 $ 375 $ 243 $ 28
Long-term debt..................................................... $ -- $ -- $ -- $ --
Total stockholders' equity......................................... $ 218 $ 211 $ 159 $ 13
Superhighway, Inc. d/b/a IndyNet
Total assets....................................................... $ 916 $ 919 $ 435 $ 171
Long-term debt..................................................... $ 29 $ 50 $ -- $ --
Total stockholders' equity......................................... $ 659 $ 703 $ 317 $ 113
WEST OPERATING GROUP
Lightspeed Net, Inc.
Total assets....................................................... $ 1,528 $ 1,484 $ 1,082 $ 310
Long-term debt..................................................... $ -- $ -- $ -- $ --
Total stockholders' equity......................................... $ 762 $ 848 $ 875 $ 297
JPS.Net Corporation
Total assets....................................................... $ 4,322 $ 1,258
Long-term debt..................................................... $ 990 $ --
Total stockholders' deficit........................................ $(2,966) $ (979)
</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (AMOUNTS IN THOUSANDS, EXCEPT SUBSCRIBER, SHARE AND PER
SHARE DATA)

INTRODUCTION

The following discussion of our results of operations and of our liquidity
and capital resources should be read in conjunction with our consolidated
financial statements and the related notes thereto contained elsewhere in this
Annual Report on Form 10-K.

OVERVIEW

19
<PAGE>
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 by selling
advertising, equipment and software. Revenues from the sale of these products
and services have been classified as other revenues in the results of operations
tables 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 subscribers. For an ISP, capacity is a
measurement of the ISP's ability to connect subscribers to the Internet.
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 the 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.

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 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

20
<PAGE>
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 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, these
costs are expected to comprise an increasing percentage of expenses in the near
term. In addition, we intend to implement a customer care center strategy which
will provide customer service and technical support 24 hours a day, seven days a
week in our markets. This strategy will also 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 growth,
particularly as we integrate our operations by establishing network operations
centers and customer care 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 efficiencies from integration are realized.

Amortization expense primarily relates to the amortization of goodwill and
customer lists resulting from the IPO Acquisitions and the Subsequent
Acquisitions. Amortization expense is expected 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 hardware infrastructure and is calculated
over the estimated useful lives of the assets ranging from two to five years
using the straight-line method. We expect our capital expenditures to increase
as we continue to expand our operations. We also 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 network operations and customer care centers and
integrate common billing and financial reporting systems.

RESULTS OF OPERATIONS

The following pro forma financial information includes (a) our historical
consolidated results combined with the 17 ISPs as if the IPO Acquisitions had
occurred on January 1, 1997; (b) the amortization of goodwill and customer lists
resulting from the IPO Acquisitions; (c) the elimination of interest expense for
the debt that was paid from the IPO proceeds; and (d) an income tax benefit at
an appropriate rate. The selected pro forma financial information includes the
results of operations of the Subsequent Acquisitions from the dates of
acquisition only.

21
<PAGE>
The pro forma combined financial information does not purport to represent
what our results of operations would actually have been if such transactions and
events in fact had occurred on those dates or to project our results of
operations for any future period.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1999 1998 1997
--------- -------- --------
<S> <C> <C> <C>
PRO FORMA STATEMENT OF OPERATIONS DATA:
Total revenues..................................................... $ 102,266 $ 56,687 $ 30,439
Costs of access and other revenues................................. 40,581 22,787 13,404
Operations and customer support.................................... 14,908 8,834 5,087
Sales and marketing................................................ 16,466 7,115 3,596
General and administrative (exclusive of non-cash compensation
expense shown below)............................................. 35,937 18,439 12,108
Non-cash compensation.............................................. 2,594 -- --
Amortization....................................................... 97,774 79,105 78,193
Depreciation....................................................... 8,889 4,281 3,127
Other (income) expense, net........................................ (149) 319 (9)
--------- -------- --------
Loss from operations............................................. $(114,734) $(84,193) $(85,067)
--------- -------- --------
--------- -------- --------
Approximate number of subscribers at the end of the period......... 701,000 332,000 158,000
--------- -------- --------
--------- -------- --------
</TABLE>

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>
YEAR ENDED DECEMBER 31,
-----------------------
1999 1998 1997
----- ----- -----
<S> <C> <C> <C>
COMBINED PERCENTAGE OF REVENUES:
Costs of access and other revenues............................................. 39.7% 40.2% 44.0%
Operations and customer support................................................ 14.6 15.6 16.7
Sales and marketing............................................................ 16.1 12.6 11.8
General and administrative (exclusive of non-cash compensation expense shown
below)....................................................................... 35.1 32.5 39.8
Non-cash compensation.......................................................... 2.5 -- --
Amortization................................................................... 95.6 139.5 256.9
Depreciation................................................................... 8.7 7.6 10.3
</TABLE>

PRO FORMA YEAR ENDED DECEMBER 31, 1999 COMPARED TO PRO FORMA YEAR ENDED DECEMBER
31, 1998

We incurred a pro forma operating loss of $114,734 for the year ended
December 31, 1999 compared to a pro forma operating loss of $84,193 for the year
ended December 31, 1998.

Total Revenues. Total revenues for the year ended December 31, 1999 were
$102,266, compared to $56,687 for the year ended December 31, 1998, an increase
of 80.4%. The increase was primarily attributable to an increase in the number
of subscribers as a result of internal growth and strategic acquisitions during
1999. Revenues related to the Subsequent Acquisitions totaled $13,698, or 13.4%
of total revenues. Total subscribers at December 31, 1999 were approximately
701,000 compared to approximately 332,000 at December 31, 1998, an increase of
111.1%. Of this increase, approximately 216,000 subscribers were a result of the
Subsequent Acquisitions.

Access revenues for the year ended December 31, 1999 were $96,263, compared
to $51,814 for the year ended December 31, 1998, an increase of 85.8%. The
increase was primarily attributable to the increase in subscribers discussed
above, offset by the effects of promotional discounts during 1999.

Other revenues for the year ended December 31, 1999 totaled $6,003 compared
to $4,873 for the year ended December 31, 1998, an increase of 23.2%. The
increase was primarily attributable to set-up fees and equipment sales. The
growth in set-up fees does not track with the growth in access revenues because
not all access subscribers pay a set-up fee.

22
<PAGE>
Costs of access and other revenues. Total costs of access and other
revenues for the year ended December 31, 1999 were $40,581, a 78.1% increase
over $22,787 for the year ended December 31, 1998. Stated as a percentage of
revenues, the total costs of access and other revenues remained relatively
consistent at 39.7% and 40.2% for the years ended December 31, 1999 and 1998,
respectively. We expect that cost of access and other revenues, as a percentage
of revenues, will decline in future periods as we begin to achieve the benefits
of network integration. Any decrease, however, may be partially offset by
network improvements and expansion projects.

Operations and customer support. Operations and customer support expenses
for the year ended December 31, 1999 increased to $14,908, a 68.8% increase from
$8,834 for the year ended December 31, 1998. As a percentage of revenues,
operations and customer support expenses for the year ended December 31, 1999
decreased to 14.6% from 15.6% for the year ended December 31, 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 year ended
December 31, 1999 increased to $16,466, or 131.4%, from $7,115, for the year
ended December 31, 1998. Sales and marketing expense as a percentage of revenues
for the year ended December 31, 1999 increased to 16.1% from 12.6% for the year
ended December 31, 1998. The increase is the result of increased marketing
promotions during 1999. We expect sales and marketing expense to increase with
our development of a common brand supported by a community-based marketing
program. However, over time, we expect sales and marketing expense to decrease
as a percent of revenues.

General and administrative. General and administrative costs (exclusive of
non-cash compensation expense) increased to $35,937, or 94.9%, for the year
ended December 31, 1999, from $18,439 for the year ended December 31, 1998.
General and administrative expense as a percentage of revenues (exclusive of
non-cash compensation expense) for the year ended December 31, 1999 increased to
35.1% from 32.5% for the year ended December 31, 1998. The increase was
attributable to costs associated with our various integration efforts during
1999.

Amortization. Amortization expense for the year ended December 31, 1999
totaled $97,774 compared to $79,105 for the year ended December 31, 1998. This
increase is primarily attributable to the amortization from additional goodwill
and customer lists relating to the Subsequent Acquisitions and from adjustments
related to the definitive purchase agreements and contingent payments made to
former owners of the IPO Acquisitions.

Depreciation. Depreciation expense for the year ended December 31, 1999
totaled $8,889 compared to $4,281 for the year ended December 31, 1998. The
increase is a direct result of increased capital expenditures resulting from our
continuing effort to improve our infrastructure in order to enhance existing
services and support continued growth.

PRO FORMA YEAR ENDED DECEMBER 31, 1998 COMPARED TO PRO FORMA YEAR ENDED DECEMBER
31, 1997

Total Revenues. Total revenues for the year ended December 31, 1998 were
$56,687, an 86.2% increase from $30,439 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 to $22,787 for the year ended December 31, 1998 from $13,404 for the
year ended December 31, 1997. This 70.0% 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 to 40.2%
in 1998 from 44.0% 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 65.4% to $34,388 for the year ended December 31, 1998 from $20,791 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 decreased to 60.7% in 1998 from
68.3% in 1997, primarily as a result of spreading the cost of existing personnel
over a growing subscriber base.

23
<PAGE>
EFFECTS OF INFLATION

We do not believe that inflation has had a material impact on our results
of operations during the year ended December 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 1999, our combined cash and cash equivalents balance was
$27,099 compared with $172 at December 31, 1998. This increase is mainly
attributable to the receipt of $190,622 of net proceeds from our IPO, the
payment of the aggregate cash portion of the purchase price of the IPO
Acquisitions and Subsequent Acquisitions of $129,755, net of cash acquired and
the purchase price payable of $7,097 at December 31, 1999, the repayment of
$7,324 of debt assumed in the IPO Acquisitions and the Subsequent Acquisitions
and the net investment of $15,789 in marketable securities. In addition, we
earned interest income of $3,225 in 1999. At closing of each acquisition, we
retired substantially all of the acquired company's debt obligations except to
the extent such obligations related to capitalized leases.

Net cash provided by operating activities was $2,553 for the year ended
December 31, 1999.

Net cash used in investing activities was $156,613 for the year ended
December 31, 1999, representing the payment of the cash portion of the purchase
prices for the acquisitions, net of cash acquired and the purchase price payable
of $7,097 at December 31, 1999, the net investment in marketable securities and
the purchases of property, plant and equipment.

Net cash provided by financing activities was $180,987 for the year ended
December 31, 1999. We received net proceeds from the IPO of $190,622 and $1,941
from exercises of common stock options. We repaid $7,324 of debt assumed in the
acquisitions. Additionally, during the three months ended March 31, 1999 we
issued a second promissory note in the amount of $500 to one of our founders to
fund the payment of offering costs. During the year ended December 31, 1999, we
repaid the founders notes and accrued interest in full, in the aggregate of
$1,021.

We expect our capital expenditures to increase as we continue to expand our
operations. We anticipate that financial resources will be utilized in acquiring
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.
At December 31, 1999, we owe $7,097 in purchase price payable relating to the
acquisition of two companies and other customer lists. Of this amount, $6,829
was paid in January 2000. We expect to pay additional consideration pursuant to
earn-out arrangements included in the definitive agreements for the IPO
Acquisitions and the Subsequent Acquisitions. The payment of additional
consideration is contingent upon certain operational and earnings margin
requirements being met by the ISPs. The amount of the additional consideration
will be payable in either cash or stock. We also expect to pay additional
consideration and to recover amounts previously paid relating to the final
purchase price adjustments for certain of the acquisitions. As of December 31,
1999, we estimate the amount of additional consideration to be approximately
$2,608, net of purchase price adjustments related to the definitive agreements.
Such amounts may be adjusted further in future periods.

In the year 2000, we plan to continue our integration efforts and
anticipate that we will take a restructuring charge for severance and exit costs
relating to the consolidation of our facilities and operating agreements.

We anticipate that our current cash on hand and cash flow from operations
will be sufficient to meet our liquidity requirements for operations through the
remainder of 2000. However, we are currently pursuing, and intend to continue to
pursue, additional acquisitions which we expect to be funded through a
combination of cash and the issuance of shares of our common stock. To the
extent we elect to pursue acquisitions involving the payment of significant
amounts of cash to fund the purchase price of such acquisitions and the
repayment of assumed indebtedness, we are likely to require additional sources
of financing to fund such non-operating cash needs. We may determine to raise
additional debt or equity 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 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 1999, the SEC issued Staff Accounting Bulletin No. 101,
'Revenue Recognition in Financial Statements' ('SAB 101'), which is effective
for fiscal years beginning after December 15, 1999. We are in the process of
reviewing our revenue recognition policies to determine that they are in
accordance

24
<PAGE>
with SAB 101. We anticipate that the adoption of SAB 101 will require us to
change the way in which we account for set-up fees associated with Internet
access service. Our historical practice has been to recognize the revenue
associated with the fees when charged. Under SAB 101, revenue for set-up fees
generally should be recognized on a straight-line basis over the contractual
period or longer if the relationship with the customer is expected to extend
beyond the initial term and the customer continues to benefit from the payment
of the set-up fee. We anticipate that we will account for the change in
accounting principle as a cumulative effect adjustment in the year 2000 and that
the adjustment will not be material.

In January 2000, the EITF released Issue 99-17, 'Accounting for Advertising
Barter Transactions' ('EITF 99-17'). EITF 99-17 provides guidance on the revenue
and expense recognition for advertising barter transactions. We will adopt the
provisions of EITF 99-17 beginning January 1, 2000 and do not expect that it
will have a material effect on our revenues and earnings.

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Annual Report 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. 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 Annual Report. 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 Annual
Report and included elsewhere in recent SEC filings.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to changes in interest rates primarily from our investments
in cash and cash equivalents and marketable securities. We believe that the
market risk associated with our cash and cash equivalents and marketable
securities is not material to our results of operations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the financial statements listed under the heading '(a)
(1) Consolidated Financial Statements' of Item 14 hereof, which financial
statements and quarterly information included in Note 11 to the financial
statements are incorporated herein by reference in response to this Item 8.

25
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The response to this item is incorporated by reference from the sections
titled 'Election of Director,' 'Executive Officers' and 'Section 16(a)
Beneficial Ownership Reporting Compliance' in our Proxy Statement for our 2000
Annual Meeting of Stockholders.

ITEM 11. EXECUTIVE COMPENSATION

The response to this item is incorporated by reference from the section
titled 'Executive Compensation' in our Proxy Statement for our 2000 Annual
Meeting of Stockholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The response to this item is incorporated by reference from the section
titled 'Stock Ownership' in our Proxy Statement for our 2000 Annual Meeting of
Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The response to this item is incorporated by reference from the section
titled 'Related Party Transactions' in our Proxy Statement for our 2000 Annual
Meeting of Stockholders.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K

(a)(1) Financial Statements. The following financial statements of
OneMain.com, Inc. and the IPO Acquisitions are filed with this Form 10-K:

The consolidated financial statements of OneMain.com, Inc. as of
December 31, 1999 and 1998 and for the year ended December 31, 1999 and for
the period August 19, 1998 (inception) through December 31, 1998 as audited
by Ernst & Young LLP.

The Balance Sheets of the 17 IPO Acquisitions (except TGF
Technologies, Inc.) as of December 31, 1998 and the Statements of
Operations, Cash Flows and Stockholders' Equity or Members' Equity of the
17 IPO Acquisitions for the three months ended March 31, 1999, the year
ended December 31, 1998 (except TGF Technologies, Inc.), and the year ended
December 31, 1997 (except Southwind Internet Access, Inc., United States
Internet, Inc., Internet Solutions, LLC, TGF Technologies, Inc., and
JPS.Net Corporation) as audited by Ernst & Young LLP.

The Statements of Operations, Cash Flows, and Stockholders' Equity of
JPS.Net Corporation for the period January 31, 1997 (inception) through
December 31, 1997 as audited by Ernst & Young LLP.

The Balance Sheet of TGF Technologies, Inc. as of December 31, 1998
and the Statements of Operations, Cash Flows and Stockholders' Equity for
the years ended December 31, 1998 and 1997 as audited by KPMG LLP.

The Statements of Operations, Cash Flows, and Stockholders' Equity of
Southwind Internet Access, Inc. for the year ended December 31, 1997 as
audited by Grant Thornton LLP.

The Statements of Operations, Cash Flows, and Stockholders' Equity of
United States Internet, Inc. for the year ended December 31, 1997 as
audited by Coulter & Justus, P.C.

The Statements of Operations, Cash Flows, and Members' Equity of
Internet Solutions, LLC for the year ended December 31, 1997 as audited by
Kevin J. Tochtrop, Certified Public Accountant.

(a)(2) Financial Statement Schedules

26
<PAGE>
All financial statement schedules required by Item 14(a)(2) have been
omitted because they are inapplicable or because the required information have
been included in the Consolidated Financial Statements of Notes thereto.

(a)(3) Exhibits

The following Exhibits are incorporated herein by reference or are filed
with this Form 10-K as indicated below.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
- ------- -------------------------------------------------------------------------------------------------------
<S> <C>
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 For S-1 (File
No. 333-69925) is incorporated by reference)
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 1, 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 incorporated 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. an 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>

27
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
- ------- -------------------------------------------------------------------------------------------------------
<S> <C>
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 Right 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. 333-7703) 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 (Exhibit 10.24 of the Company's
Registration Statement on Form S-4 (File No. 333-96041) is incorporated by reference)
10.25* Senior Management Agreement between the Registrant and Marian G. O'Leary (Exhibit 10.25 of the
Company's Registration Statement on Form S-4 (File No. 333-96041) is incorporated by reference)
10.26 OneMain.com, Inc. 1999 Plan
21.1* Subsidiaries of the Registrant (Exhibit 21.1 of the Company's Registration Statement on Form S-4 (File
No. 333-96041) is incorporated by reference)
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 (TGF Technologies, Inc)
</TABLE>

28
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
- ------- -------------------------------------------------------------------------------------------------------
<S> <C>
27.1 Financial Data Schedule
</TABLE>

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

* Incorporated by reference

(b) Reports on Form 8-K

We filed a Current Report on Form 8-K on December 13, 1999, under Item 5
relating to supplemental information provided to investors and analysts at our
Investor and Media Day.

29
<PAGE>
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ON THE 30TH DAY OF
MARCH, 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 EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES INDICATED ON THE 30TH DAY OF MARCH, 2000.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ ------------------------------------------------------------------

<S> <C>
/S/ STEPHEN E. SMITH Chief Executive Officer and
- ------------------------------------------ Chairman of the Board
Stephen E. Smith

/S/ MICHAEL D. READ President, Chief Operating Officer and Director
- ------------------------------------------
Michael D. Read

/S/ MARIAN G. O'LEARY Senior Vice President and Chief Financial Officer
- ------------------------------------------ (principal financial officer)
Marian G. O'Leary

/S/ JOSEPH M. SONGER Senior Vice President of Finance and Chief Controller
- ------------------------------------------ (principal accounting officer)
Joseph M. Songer

/S/ ALLON H. LEFEVER President of the East Operating Group,
- ------------------------------------------ Vice Chairman and Director
Allon H. Lefever

/S/ THOMAS R. EISENMANN Director
- ------------------------------------------
Thomas R. Eisenmann

/S/ DONALD R. KAUFMANN Director
- ------------------------------------------
Donald R. Kaufmann

/S/ ELLA FONTANALS DE CISNEROS Director
- ------------------------------------------
Ella Fontanals de Cisneros
</TABLE>

30
<PAGE>
ONEMAIN.COM, INC.
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
REGISTRANT
ONEMAIN.COM, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... 34
Consolidated Balance Sheets............................................................................. 35
Consolidated Statements of Operations................................................................... 36
Consolidated Statements of Changes in Stockholders' Equity (Deficit).................................... 37
Consolidated Statements of Cash Flows................................................................... 38
Notes to Consolidated Financial Statements.............................................................. 39
FOUNDING COMPANIES
D&E SUPERNET, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... 50
Balance Sheet........................................................................................... 51
Statements of Operations................................................................................ 52
Statements of Stockholders' Equity...................................................................... 53
Statements of Cash Flows................................................................................ 54
Notes to Financial Statements........................................................................... 55
SUNLINK, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... 63
Balance Sheet........................................................................................... 64
Statements of Operations................................................................................ 65
Statements of Stockholders' Equity...................................................................... 66
Statements of Cash Flows................................................................................ 67
Notes to Financial Statements........................................................................... 68
LEBANET, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... 73
Balance Sheet........................................................................................... 74
Statements of Operations................................................................................ 75
Statements of Stockholders' Equity...................................................................... 76
Statements of Cash Flows................................................................................ 77
Notes to Financial Statements........................................................................... 78
SOUTHWIND INTERNET ACCESS, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... 81
Report of Grant Thornton LLP, Independent Certified Public Accountants.................................. 82
Balance Sheet........................................................................................... 83
Statements of Operations................................................................................ 84
Statements of Stockholders' Equity...................................................................... 85
Statements of Cash Flows................................................................................ 86
Notes to Financial Statements........................................................................... 87
HORIZON INTERNET TECHNOLOGIES, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... 91
Consolidated Balance Sheet.............................................................................. 92
Consolidated Statements of Operations................................................................... 93
Consolidated Statements of Stockholders' Deficit........................................................ 94
Consolidated Statements of Cash Flows................................................................... 95
Notes to Consolidated Financial Statements.............................................................. 96
UNITED STATES INTERNET, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... 101
Report of Coulter & Justus, P.C., Independent Auditors.................................................. 102
Balance Sheet........................................................................................... 103
</TABLE>

31
<PAGE>
ONEMAIN.COM, INC.
INDEX TO FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Statements of Operations................................................................................ 104
Statements of Stockholders' Deficit..................................................................... 105
Statements of Cash Flows................................................................................ 106
Notes to Financial Statements........................................................................... 107
INTERNET PARTNERS OF AMERICA, LC
Report of Ernst & Young LLP, Independent Auditors....................................................... 117
Balance Sheet........................................................................................... 118
Statements of Operations................................................................................ 119
Statements of Members' Deficit.......................................................................... 120
Statements of Cash Flows................................................................................ 121
Notes to Financial Statements........................................................................... 122
ZOOMNET, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... 127
Balance Sheet........................................................................................... 128
Statements of Operations................................................................................ 129
Statements of Stockholders' Equity...................................................................... 130
Statements of Cash Flows................................................................................ 131
Notes to Financial Statements........................................................................... 132
PALM.NET, USA, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... 138
Balance Sheet........................................................................................... 139
Statements of Operations................................................................................ 140
Statements of Stockholders' Equity (Deficit)............................................................ 141
Statements of Cash Flows................................................................................ 142
Notes to Financial Statements........................................................................... 143
INTERNET ACCESS GROUP, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... 146
Combined Balance Sheet.................................................................................. 147
Combined Statements of Operations....................................................................... 148
Combined Statements of Stockholders' Deficit............................................................ 149
Combined Statements of Cash Flows....................................................................... 150
Notes to Combined Financial Statements.................................................................. 151
MIDWEST INTERNET, L.L.C.
Report of Ernst & Young LLP, Independent Auditors....................................................... 157
Balance Sheet........................................................................................... 158
Statements of Operations................................................................................ 159
Statements of Changes in Members' Deficit............................................................... 160
Statements of Cash Flows................................................................................ 161
Notes to Financial Statements........................................................................... 162
INTERNET SOLUTIONS, LLC
Report of Ernst & Young LLP, Independent Auditors....................................................... 167
Report of Kevin J. Tochtrop, Independent Auditor........................................................ 168
Balance Sheet........................................................................................... 169
Statements of Operations................................................................................ 170
Statements of Members' Equity........................................................................... 171
Statements of Cash Flows................................................................................ 172
Notes to Financial Statements........................................................................... 173
FGINET, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... 178
Balance Sheet........................................................................................... 179
</TABLE>

32
<PAGE>
ONEMAIN.COM, INC.
INDEX TO FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Statements of Operations................................................................................ 180
Statements of Stockholders' Equity...................................................................... 181
Statements of Cash Flows................................................................................ 182
Notes to Financial Statements........................................................................... 183
SUPERHIGHWAY, INC. d/b/a Indynet
Report of Ernst & Young LLP, Independent Auditors....................................................... 190
Balance Sheet........................................................................................... 191
Statements of Income.................................................................................... 192
Statements of Stockholders' Equity...................................................................... 193
Statements of Cash Flows................................................................................ 194
Notes to Financial Statements........................................................................... 195
LIGHTSPEED NET, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... 199
Balance Sheet........................................................................................... 200
Statements of Operations................................................................................ 201
Statements of Stockholders' Equity...................................................................... 202
Statements of Cash Flows................................................................................ 203
Notes to Financial Statements........................................................................... 204
JPS.NET CORPORATION
Report of Ernst & Young LLP, Independent Auditors....................................................... 209
Balance Sheet........................................................................................... 210
Statements of Operations................................................................................ 211
Statements of Stockholders' Deficit..................................................................... 212
Statements of Cash Flows................................................................................ 213
Notes to Financial Statements........................................................................... 214
TGF TECHNOLOGIES, INC.
Report of Ernst & Young LLP, Independent Auditors....................................................... 220
Report of KPMG LLP, Independent Auditors................................................................ 221
Balance Sheet........................................................................................... 222
Statements of Operations................................................................................ 223
Statements of Changes in Stockholders' Equity (Deficit)................................................. 224
Statements of Cash Flows................................................................................ 225
Notes to Financial Statements........................................................................... 226
</TABLE>

33
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

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

We have audited the accompanying consolidated balance sheets of OneMain.com,
Inc. as of December 31, 1999 and 1998 and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for the year ended
December 31, 1999 and for the period from August 19, 1998 (inception) through
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 consolidated financial position of OneMain.com, Inc.
at December 31, 1999 and 1998 and the consolidated results of its operations and
its cash flows for the year ended December 31, 1999 and for the period from
August 19, 1998 (inception) through December 31, 1998 in conformity with
accounting principles generally accepted in the United States.

/S/ ERNST & YOUNG LLP

McLean, Virginia
February 7, 2000

34
<PAGE>
ONEMAIN.COM, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents............................................................ $ 27,099 $ 172
Marketable securities................................................................ 15,789 --
Accounts receivable, net of allowance for doubtful accounts of $1,476 at December 31,
1999............................................................................... 5,474 --
Deferred offering costs.............................................................. -- 6,159
Prepaid expenses and other current assets............................................ 3,760 --
------------ ------------
Total current assets............................................................ 52,122 6,331
Property and equipment, net.......................................................... 53,099 --
Goodwill, net of accumulated amortization of $47,428 at December 31, 1999............ 203,013 --
Customer lists, net of accumulated amortization of $29,410 at December 31, 1999...... 125,747 --
Other assets......................................................................... 912 --
------------ ------------
Total assets.................................................................... $434,893 $6,331
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable..................................................................... $ 9,338 $ --
Accrued expenses..................................................................... 14,320 6,549
Unearned revenue..................................................................... 23,228 --
Capital lease obligations............................................................ 8,754 --
Long term debt....................................................................... 1,096 --
Notes payable to related parties..................................................... 1,187 500
Deferred income tax liability........................................................ 17,661 --
Other current liabilities............................................................ 7,467 --
------------ ------------
Total current liabilities....................................................... 83,051 7,049
Capital lease obligations, net of current portion.................................... 10,867 --
Long term debt, net of current portion............................................... 4,922 --
Deferred income tax liability, net of current portion................................ 24,846 --
Other long term liabilities.......................................................... 333 --
------------ ------------
Total liabilities............................................................... 124,019 7,049
Stockholders' equity (deficit):
Preferred stock, $.001 par value; 10,000,000 shares authorized, no shares issued or
outstanding..................................................................... -- --
Common stock, $.001 par value; 100,000,000 shares authorized, 24,934,906 and
4,782,500 shares issued and outstanding at December 31, 1999 and December 31,
1998, respectively.............................................................. 25 5
Additional paid-in capital......................................................... 392,859 53
Accumulated deficit................................................................ (82,010) (765)
Stock subscriptions receivable..................................................... -- (11)
------------ ------------
Total stockholders' equity (deficit)............................................ 310,874 (718)
------------ ------------
Total liabilities and stockholders' equity (deficit)............................ $434,893 $6,331
------------ ------------
------------ ------------
</TABLE>

See accompanying notes.

35
<PAGE>
ONEMAIN.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE PERIOD
AUGUST 19, 1998
YEAR ENDED (INCEPTION)
DECEMBER 31, THROUGH DECEMBER 31,
1999 1998
------------ --------------------
<S> <C> <C>
Revenues:
Access revenues............................................................ $ 78,296 $ --
Other revenues............................................................. 4,469 --
------------ -------
Total revenues.......................................................... 82,765 --
Costs of revenues:
Costs of access revenues................................................... 31,027 --
Costs of other revenues.................................................... 1,463 --
------------ -------
Total costs of revenues................................................. 32,490 --
------------ -------
Gross margin............................................................ 50,275 --
Operating expenses:
Operations and customer support............................................ 12,124 --
Sales and marketing........................................................ 14,096 --
General and administrative (exclusive of non-cash compensation expense
shown below)............................................................ 31,350 761
Non-cash compensation...................................................... 2,594 --
Amortization............................................................... 76,961 --
Depreciation............................................................... 7,587 --
Other income, net.......................................................... (137) --
------------ -------
Total operating expenses................................................ 144,575 761
Loss from operations......................................................... (94,300) (761)
Non operating income:
Interest income............................................................ 3,225 --
Interest expense........................................................... (640) (4)
------------ -------
Total non operating income, net......................................... 2,585 (4)
------------ -------
Loss before income tax benefit............................................... (91,715) (765)
Income tax benefit........................................................... 10,470 --
------------ -------
Net loss..................................................................... $(81,245) $ (765)
------------ -------
------------ -------
Basic and diluted net loss per share......................................... $ (4.38) $(0.16)
------------ -------
------------ -------
Shares used in the calculation of basic and diluted net loss per share....... 18,568 4,668
------------ -------
------------ -------
</TABLE>

See accompanying notes.

36
<PAGE>
ONEMAIN.COM, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)

<TABLE>
<CAPTION>
TOTAL
COMMON STOCK ADDITIONAL STOCK STOCKHOLDERS'
----------------- PAID-IN ACCUMULATED SUBSCRIPTIONS EQUITY
SHARES AMOUNT CAPITAL DEFICIT RECEIVABLE (DEFICIT)
------- ------ ---------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT AUGUST 19, 1998
(INCEPTION)........................ -- $ -- $ -- $ -- $ -- $ --
Issuance of Common Stock............. 4,782 5 53 -- -- 58
Stock subscriptions receivable....... -- -- -- -- (11) (11)
Net loss for the period from August
19, 1998 (inception) through
December 31, 1998.................. -- -- -- (765) -- (765)
------- ------ ---------- ----------- ----- ---------------
BALANCE AT DECEMBER 31, 1998......... 4,782 5 53 (765) (11) (718)
Issuance of Common Stock on January
1, 1999............................ 100 -- 5 -- (5) --
Issuance of Common Stock in
connection with initial public
offering, net of underwriters'
discounts and offering costs....... 9,775 10 190,375 -- -- 190,385
Issuance of Common Stock for
acquisitions....................... 10,189 10 197,891 -- -- 197,901
Repayment of stock subscriptions
receivable......................... -- -- -- -- 16 16
Exercise of Common Stock options..... 89 -- 1,941 -- -- 1,941
Non-cash compensation expense........ -- -- 2,594 -- -- 2,594
Net loss for the year ended December
31, 1999........................... -- -- -- (81,245) -- (81,245)
------- ------ ---------- ----------- ----- ---------------
BALANCE AT DECEMBER 31, 1999......... 24,935 $ 25 $392,859 $ (82,010) $ -- $ 310,874
------- ------ ---------- ----------- ----- ---------------
------- ------ ---------- ----------- ----- ---------------
</TABLE>

See accompanying notes.

37
<PAGE>
ONEMAIN.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE PERIOD
AUGUST 19, 1998
YEAR ENDED (INCEPTION)
DECEMBER 31, THROUGH
1999 DECEMBER 31, 1998
------------ -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss........................................................................ $ (81,245) $ (765)
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities:
Amortization.................................................................. 76,961 --
Depreciation.................................................................. 7,587 --
Provision for bad debts....................................................... 2,010 --
Income tax benefit............................................................ (10,470) --
Non-cash compensation expense................................................. 2,594 --
Changes in operating assets and liabilities:
Accounts receivable......................................................... (2,764) --
Deferred offering costs..................................................... 6,159 (6,159)
Prepaid expenses and other current assets................................... (1,793) --
Other assets................................................................ 186 --
Unearned revenue............................................................ 1,560 --
Accounts payable............................................................ 1,935 --
Accrued expenses............................................................ (512) 6,549
Other liabilities........................................................... 345 --
------------ -----------------
Net cash provided by (used in) operating activities........................... 2,553 (375)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired................................ (129,755) --
Investments in marketable securities............................................ (25,777) --
Maturities of marketable securities............................................. 9,988 --
Purchases of property and equipment............................................. (11,188) --
Proceeds from disposal of property and equipment................................ 119 --
------------ -----------------
Net cash used in investing activities......................................... (156,613) --

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock in initial public offering, net of
underwriters discounts and offering costs..................................... 190,622 --
Proceeds from note payable to founder........................................... 500 500
Repayments of note payable to founder........................................... (1,000) --
Repayments of long-term debt assumed through acquisitions....................... (7,324) --
Repayments of long-term debt.................................................... (205) --
Repayments of capital lease obligations......................................... (3,563) --
Proceeds from exercise of common stock options.................................. 1,941 --
Proceeds from stock subscriptions receivable.................................... 16 --
Proceeds from issuance of common stock.......................................... -- 47
------------ -----------------
Net cash provided by financing activities....................................... 180,987 547
------------ -----------------
Net increase in cash and cash equivalents....................................... 26,927 172
Cash and cash equivalents, beginning of period.................................. 172 --
------------ -----------------
CASH AND CASH EQUIVALENTS, END OF PERIOD........................................ $ 27,099 $ 172
------------ -----------------
------------ -----------------
Supplemental disclosure of cash flow information:
Interest paid................................................................... $ 591 $ --
------------ -----------------
------------ -----------------
Issuance of common stock for acquisitions....................................... $ 197,901 $ --
------------ -----------------
------------ -----------------
Acquisition of property and equipment through issuance of capital lease
obligations, notes payable and accounts payable............................... $ 23,994 $ --
------------ -----------------
------------ -----------------
</TABLE>

See accompanying notes.

38
<PAGE>
ONEMAIN.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

NOTE 1--ORGANIZATION

OneMain.com, Inc., a Delaware Corporation (the 'Company') was founded in
August 1998 as a provider of Internet access and related services to individuals
and businesses located predominately in smaller metropolitan markets and rural
communities throughout the United States. Simultaneously with the completion of
an initial public offering of its common stock on March 30, 1999, the Company
acquired the outstanding capital stock and limited liability interests of 17
Internet service providers ('IPO Acquisitions'). Throughout the remainder of
1999, the Company acquired the outstanding capital stock, limited liability
interests and partnership interests of nine additional ISPs as well as certain
assets of various other ISPs ('Subsequent Acquisitions'). The Company is
currently one of the ten largest independent Internet service providers in the
United States.

NOTE 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.

Principles of Consolidation. The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.

Business Combinations. Business combinations have been accounted for under
the purchase method of accounting. As a result, the consolidated financial
statements include the results of operations of the acquired ISPs from the dates
of acquisition. Net assets of the ISPs acquired are recorded at fair value at
the dates of acquisition.

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

Marketable Securities. The Company's marketable securities are classified
as 'held to maturity'. Marketable securities consist of $13,743 in commercial
paper, $1,198 in mortgage-backed securities, $800 in certificates of deposit and
$48 in other securities, all maturing within one year.

Accounts Receivable. The Company recorded a provision for doubtful
accounts of $2,010 and write-offs of $1,604 for the year ended December 31,
1999.

Property and Equipment. Computer equipment, internal software, furniture
and equipment are recorded at cost and depreciated using the straight-line
method over estimated useful lives which range from two to five years. Leasehold
improvements are recorded at cost and depreciated over the lesser of the related
lease term or the useful life of the asset. The Company leases certain of its
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 leases are depreciated over their estimated useful lives or
the lease term as applicable.

The Company accounts for the costs associated with the development of
internal use software under the provisions of Statement of Position (SOP) 98-1,
'Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use.' The pronouncement requires that certain costs for the development
of internal use software should be capitalized, including the costs of coding,
software configuration, upgrades and enhancements. During the year ended
December 31, 1999, the Company capitalized $1,700 of costs related to the
development of internal use software.

39
<PAGE>
ONEMAIN.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

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

Goodwill and Customer Lists. Goodwill represents the costs in excess of
the fair market value of identifiable net assets acquired and is being amortized
using the straight-line method over three years. The costs of customer lists
acquired are being amortized over three years using the straight line method.

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 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.

Financial Instruments. The carrying amounts of the Company's financial
assets and liabilities approximate fair value.

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.

Other revenues include set-up fees, network installation, maintenance and
consulting services. Other than set-up fees, 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.

Advertising Costs. The Company expenses advertising costs as incurred. The
Company incurred $6,766 in advertising costs for the year ended December 31,
1999.

Sources of Supplies. The Company relies on local telephone 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.

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 three 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 and the Company is unable to obtain this equipment from
other sources, then delays and increased costs in the expansion of the Company's
network infrastructure could result, having an adverse effect on operating
results.

Stock Based Compensation. The Company grants options for a fixed number of
shares to employees with an exercise price equal to the fair value of the shares
on the date of grant. The Company accounts for stock option grants in accordance
with APB Opinion No. 25, 'Accounting for Stock Issued to Employees' ('APB 25')
and related Interpretations because the Company believes the alternative fair
value accounting provided for under FASB Statement No. 123, 'Accounting for
Stock-Based Compensation,' requires the use of option valuation models that were
not developed for use in valuing employee stock options. Under APB 25, because
the exercise price of the Company's employee stock options equals the market
price of the underlying stock on the date of grant, no compensation expense is
recognized.

Basic and Diluted Loss Per Share. Basic and diluted loss per share is
calculated by dividing the net loss by the weighted average number of shares of
common stock outstanding during each period. Stock options have been excluded
from the calculation of diluted loss per share as their effect would have been
antidilutive.

Concentrations of Risk. The Company provides Internet access and related
services to individuals and businesses located predominately in smaller
metropolitan markets and rural communities throughout the

40
<PAGE>
ONEMAIN.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

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

United States. The Company generally does not perform credit evaluations of its
customers' financial condition. The Company maintains reserves to provide for
estimated credit losses. Actual credit losses could differ from such estimates.

Recent Pronouncements. In December 1999, the SEC issued Staff Accounting
Bulletin No. 101, 'Revenue Recognition in Financial Statements' ('SAB 101'),
which is effective for fiscal years beginning after December 15, 1999. Under SAB
101, revenue for set-up fees generally should be recognized on a straight-line
basis over the contractual period or longer if the relationship with the
customer is expected to extend beyond the initial term and the customer
continues to benefit from the payment of the set-up fee. The Company will
account for the change in accounting principle as a cumulative effect adjustment
in the year 2000 and does not believe that the adjustment will be material.

In January 2000, the EITF released Issue 99-17, 'Accounting for Advertising
Barter Transactions' ('EITF 99-17'). EITF 99-17 provides guidance on the revenue
and expense recognition for advertising barter transactions. The Company will
adopt the provisions of EITF 99-17 beginning January 1, 2000 and does not expect
that it will have a material effect on the Company's revenues and earnings.

NOTE 3--BUSINESS COMBINATIONS

The following table sets forth the consideration paid (a) in cash and (b)
in shares of common stock for each of the acquisitions in 1999, the fair value
of the net assets acquired, the value of customer lists acquired and goodwill.
For purposes of computing the purchase price, the value of shares for the IPO
Acquisitions is based upon a 10% discount from the initial public offering price
of $22.00 because those shares have trading restrictions. The value of shares
for the Subsequent Acquisitions was determined based on the average market price
of the Company's common stock.

The total consideration below also reflects the payment of $1,765 of
contingent consideration related to earn out arrangements included in the
definitive agreements for certain of the companies, as well as adjustments to
the purchase prices of certain ISPs. The payment of additional consideration is
contingent upon certain operational and earnings margin requirements being met.
The amount of the additional consideration is payable in either cash or stock.
At December 31, 1999, the Company has estimated and accrued $2,608 in additional
earn out consideration, net of purchase price adjustments related to the
definitive agreements, which is not reflected in the total consideration below.
The Company has not accrued any liability related to earn out arrangements with
performance measurement dates subsequent to December 31, 1999.

41
<PAGE>
ONEMAIN.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

NOTE 3--BUSINESS COMBINATIONS--(CONTINUED)

<TABLE>
<CAPTION>
SHARES OF
COMMON VALUE OF TOTAL NET ASSETS CUSTOMER
STOCK SHARES CASH CONSIDERATION ACQUIRED(1) LISTS GOODWILL
---------- -------- -------- ------------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
D&E SuperNet, Inc................. 695,770 $ 13,772 $ 7,027 $ 20,799 $ (2,061) $ 6,861 $ 15,999
SunLink, Inc...................... 214,240 4,242 1,218 5,460 (834) 2,402 3,892
LebaNet, Inc...................... 21,034 416 210 626 35 59 532
SouthWind Internet Access, Inc.... 209,817 4,153 1,052 5,205 (832) 3,006 3,031
Horizon Internet Technologies,
Inc............................. 136,500 2,703 2,062 4,765 (671) 1,899 3,537
United States Internet, Inc....... 1,226,414 24,284 12,599 36,883 (8,105) 9,631 35,357
Internet Partners of America,
LC.............................. 415,950 8,169 7,642 15,811 (405) 6,425 9,791
ZoomNet, Inc...................... 206,532 4,086 2,914 7,000 (838) 3,904 3,934
Palm.Net, USA, Inc................ 15,947 315 1,437 1,752 (480) 1,385 847
Internet Access Group, Inc........ 156,550 3,100 1,286 4,386 (942) 1,297 4,031
Midwest Internet, L.L.C........... 583,566 11,555 3,962 15,517 (2,471) 6,173 11,815
Internet Solutions, L.L.C......... 103,978 2,051 1,613 3,664 (196) 1,746 2,114
FGINet, Inc....................... 249,426 4,917 2,524 7,441 (1,349) 2,860 5,930
Superhighway, Inc. d/b/a
Indynet......................... 390,008 7,722 3,585 11,307 (1,561) 4,829 8,039
Lightspeed Net, Inc............... 548,400 11,342 9,987 21,329 (1,149) 3,925 18,553
JPS.Net Corporation............... 995,429 19,709 6,713 26,422 (14,031) 28,750 11,703
TGF Technologies, Inc............. 1,010,000 19,998 7,300 27,298 (3,105) 7,557 22,846
The Grid ISP, Inc................. 280,620 8,570 9,560 18,130 (4,761) 8,827 14,064
Feist Internet.................... 83,538 2,257 4,743 7,000 (123) 7,123 --
CTLnet Internet Services.......... -- -- 1,342 1,342 156 1,186 --
The Internet Ramp................. 299,497 5,355 6,822 12,177 (2,562) 6,250 8,489
UpLink, Inc....................... 247,054 4,412 4,246 8,658 (1,136) 3,000 6,794
Penncom Internet Company.......... 392,599 6,510 9,138 15,648 (770) 5,500 10,918
Cape Internet, Inc................ 259,805 4,339 4,481 8,820 (1,927) 4,000 6,747
Teleport Acquisition, Inc......... 687,248 10,831 11,010 21,841 (4,832) 10,000 16,673
Intek Acquisition, Inc. d/b/a
Montana Communications
Network......................... 241,470 4,450 4,514 8,964 (1,178) 3,182 6,960
Rural Connections................. 317,137 5,420 6,196 11,616 (4,915) 6,610 9,921
Radiks Internet Access, Inc....... 200,375 3,223 3,486 6,709 (1,813) 3,206 5,316
Other acquisitions................ -- -- 3,730 3,730 166 3,564 --
---------- -------- -------- ------------- ----------- -------- --------
10,188,904 $197,901 $142,399 $ 340,300 $ (62,690) $155,157 $247,833
---------- -------- -------- ------------- ----------- -------- --------
---------- -------- -------- ------------- ----------- -------- --------
</TABLE>

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

(1) Includes $52,984 of deferred tax liabilities associated with purchase
accounting.

At December 31, 1999, the Company has recorded $6,269 in purchase price
payable related to the acquisitions of Rural Connections and Radiks. In
addition, the Company has recorded $828 in purchase price payable related to the
acquisitions of other customer lists. Such amounts are included in other current
liabilities. The purchase prices of Rural Connections and Radiks are subject to
adjustment, upward or downward, based on closing balance sheet audits.

The following pro forma financial information includes the effects of (a)
the IPO Acquisitions and Subsequent Acquisitions; (b) the amortization of
goodwill and customer lists resulting from the IPO Acquisitions and Subsequent
Acquisitions; (c) the elimination of interest expense for the debt that was paid
from the IPO proceeds; and (d) an income tax benefit at an appropriate rate. The
pro forma combined financial information does not purport to represent what the
Company's results of operations would actually have been if such IPO

42
<PAGE>
ONEMAIN.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

NOTE 3--BUSINESS COMBINATIONS--(CONTINUED)

Acquisitions and Subsequent Acquisitions had occurred on those dates or to
project the Company's results of operations for any future period.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1999 1998
---------- ----------
<S> <C> <C>
Total revenues.............................................................. $ 139,124 $ 92,488
---------- ----------
---------- ----------
Loss from operations........................................................ $ (145,426) $ (134,143)
---------- ----------
---------- ----------
Net loss.................................................................... $ (126,218) $ (119,006)
---------- ----------
---------- ----------
Basic and diluted net loss per share........................................ $ (5.14) $ (5.10)
---------- ----------
---------- ----------
Shares used in calculation of basic and diluted net loss per share.......... 24,544,717 23,317,272
---------- ----------
---------- ----------
</TABLE>

On February 22, 2000, the Company acquired all of the outstanding capital
stock of DataStream Networks, Inc. for approximately $3,100 in cash.

NOTE 4--PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1999
------------
<S> <C>
Computer equipment and internal software.............................. $ 51,190
Furniture, fixtures and equipment..................................... 8,061
Leasehold improvements................................................ 1,435
------------
60,686
Less: accumulated depreciation........................................ (7,587)
------------
$ 53,099
------------
------------
</TABLE>

Depreciation expense for the year ended December 31, 1999 totaled $7,587.

NOTE 5--DEBT

On December 1, 1999, the Company entered into a note payable for $5,480 for
the purchase of equipment. The note is collateralized by the equipment and bears
interest at 10.825% annually. At December 31, 1999, the principal amount
outstanding on this note was $5,274. Effective February 1, 2000, the note
amortizes on a straight-line basis through November 1, 2004 at a monthly rate of
$80, including interest. A final lump sum payment of $2,740, including interest,
is due on November 1, 2004.

On December 31, 1999, the Company assumed certain bank notes payable in the
amount of $744 in connection with the acquisition of Rural Connections. This
debt, including accrued interest, was repaid in January 2000. Also at December
31, 1999, the Company assumed $1,187 in notes payable to the shareholders of
Rural Connections and Radiks. These notes, plus accrued interest, were repaid in
January 2000.

43
<PAGE>
ONEMAIN.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

NOTE 5--DEBT--(CONTINUED)

The principal payments under the Company's debt agreements were as follows
at December 31, 1999:

<TABLE>
<S> <C>
2000................................................................. $ 1,096
2001................................................................. 476
2002................................................................. 528
2003................................................................. 585
2004................................................................. 3,333
---------
Balance due at December 31, 1999.......................................... 6,018
Less: current portion..................................................... (1,096)
---------
Long term debt, net of current portion.................................... $ 4,922
---------
---------
</TABLE>

On November 25, 1998 and February 4, 1999, the Company issued two
promissory notes to one of its founders (the 'founders notes') for $500 each.
Interest was payable at the prime rate. The proceeds of these loans were used to
pay offering costs. During the first quarter of 1999, the loans were paid in
full.

NOTE 6--INCOME TAXES

The composition of the Company's benefit for income taxes is as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1999
-----------------
<S> <C>
Deferred:
Federal........................................................ $ 8,900
State.......................................................... 1,570
-----------------
Total............................................................ $10,470
-----------------
-----------------
</TABLE>

The differences between amounts computed by applying the statutory federal
income tax rates to the net loss and the total income tax benefit were as
follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-----------------
1999 1998
-------- -----
<S> <C> <C>
Federal tax benefit at statutory rates.......................... $ 31,183 $ 260
Effect of change in valuation allowance......................... (8,241) (306)
State income tax benefit, net................................... 2,809 46
Permanent items................................................. (15,281) --
-------- -----
Total...................................................... $ 10,470 $ --
-------- -----
-------- -----
</TABLE>

44
<PAGE>
ONEMAIN.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

NOTE 6--INCOME TAXES--(CONTINUED)

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. The significant
components of deferred tax assets and liabilities are as follows at December 31:

<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards........................... $ 7,063 $ 40
Goodwill and customer lists................................ 1,240 1
Unearned revenue........................................... 1,594 --
Accrued expenses........................................... 1,528 265
Depreciation............................................... 305 --
Other...................................................... 968 --
-------- --------
Total deferred tax assets............................... 12,698 306
Less valuation allowance..................................... (12,698) (306)
-------- --------
Net deferred tax assets................................. -- --
Deferred income tax liability:
Customer lists............................................. 42,507 --
-------- --------
Net deferred income tax liability....................... $ 42,507 $ --
-------- --------
-------- --------
</TABLE>

At December 31, 1999 and 1998, the Company had net operating loss
carryforwards ('NOLs') of approximately $33,800 and $99, respectively. Included
in the 1999 amount are approximately $16,100 of NOLs that were generated by C
Corporations prior to the Company's acquisition of the entities. Under the tax
law, the Company retains the tax attributes of the acquired corporations upon
acquisition, including any NOL carryforwards, however, the Company's ability to
utilize these acquired operating loss carryovers will be limited under Internal
Revenue Code Section 382. Therefore, the acquired NOL carryforwards were not
recorded as deferred tax assets at the acquisition dates, and will be reflected
if and when they are actually utilized by the Company. The NOL carryover
generated by the Company through 1999 was approximately $17,700 and was recorded
as a deferred tax asset at December 31, 1999. The Company's NOL carryovers will
expire in various years through 2019.

At December 31, 1999 and 1998, the Company was uncertain whether it will
realize any future tax benefit of its deferred tax assets. Accordingly, a full
valuation allowance has been recorded against the deferred tax assets.

NOTE 7--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 $0.01 per share. The Company subsequently issued 230,000 shares at $0.05 per
share to members of senior management. During 1999, the Company issued 100,000
shares to another member of its senior management for $0.05 per share.

On March 30, 1999, in connection with its IPO, the Company issued 8,500,000
shares for $22.00 per share, before costs and expenses of the offering. On April
9, 1999, the underwriters exercised their over-allotment option to purchase an
additional 1,275,000 shares of Common Stock at the initial public offering price
of $22.00 per share. The gross proceeds from the Offering were $215,050. The net
proceeds after underwriter discounts and commissions and offering costs were
approximately $190,622. The net proceeds have been used as follows: (1)
approximately $129,755 to pay the cash portion of the purchase prices for
acquisitions,

45
<PAGE>
ONEMAIN.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

NOTE 7--STOCKHOLDERS' EQUITY--(CONTINUED)

net of cash acquired and the purchase price payable of $7,097 at December 31,
1999, (2) $1,021 to repay founders notes and accrued interest and (3)
approximately $7,324 to retire debt assumed in acquisitions. The remaining net
proceeds are being used for general corporate purposes, which include additional
acquisitions, working capital and the payment of any additional amounts payable
to former owners of the ISPs under the earn-out provisions of the acquisition
agreements.

Stock Based Compensation

Options to purchase the Company's common stock under various stock option
plans have been granted to employees, directors, and consultants of the Company
at fair market value at the date of grant. The options become exercisable over
periods of up to eight years and expire ten years from the date of grant. There
are 8,000,000 shares of stock available for issuance pursuant to the stock
option plans.

Option activity is as follows:

<TABLE>
<CAPTION>
WEIGHTED-
AVERAGE
EXERCISE
SHARES PRICE
--------- ---------
<S> <C> <C>
Outstanding at January 1, 1999.............................. -- $ --
Granted..................................................... 6,552,986 $ 21.03
Exercised................................................... (88,503) $ 21.93
Forfeited................................................... (831,165) $ 23.48
---------
Outstanding at December 31, 1999............................ 5,633,318 $ 20.66
---------
---------
</TABLE>

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

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
- -------------------------------------------------------------------- ----------------------------------
AVERAGE WEIGHTED- WEIGHTED-
RANGE OF REMAINING AVERAGE AVERAGE
EXERCISE NUMBER OUTSTANDING CONTRACTUAL EXERCISE NUMBER EXERCISABLE EXERCISE
PRICES AT DECEMBER 31, 1999 LIFE PRICE AT DECEMBER 31, 1999 PRICE
- -------------- -------------------- ----------- --------- -------------------- ---------
<S> <C> <C> <C> <C> <C>
$14.25-$20.06 1,499,959 9.7 $ 15.52 123,000 $ 14.72
$21.56-$30.38 4,133,359 9.2 $ 22.45 1,138,421 $ 22.08
-------------------- --------------------
$14.25-$30.38 5,633,318 9.3 $ 20.66 1,261,421 $ 21.36
-------------------- --------------------
-------------------- --------------------
</TABLE>

A member of senior management purchased 100,000 shares of common stock for
$5, or $0.05 per share during January 1999. In addition, the Company issued
options to purchase shares of the Company's common stock to certain outside
consultants during 1999. The Company recognized one-time, non-cash compensation
charges of $2,594 in connection with these transactions during the year ended
December 31, 1999. The Company does not anticipate incurring similar equity
compensation charges in the future.

The effect of applying SFAS 123 on the 1999 net loss as stated below is not
necessarily representative of the effects on reported net income (loss) for
future years due to, among other things, (1) the vesting period of the stock
options and the (2) fair value of additional stock options in future years. Had
compensation cost for the Company's stock option plans been determined based
upon the fair value at the grant date for awards under the plans consistent with
the methodology prescribed under SFAS 123, the Company's net loss in 1999 would
have been approximately $89,806, or $(4.84) per share.

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following assumptions:
volatility of 75%; dividend yield of 0%; risk-free interest rate of 5.25% and
expected life of the option term of 3-4 years.

46
<PAGE>
ONEMAIN.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

NOTE 7--STOCKHOLDERS' EQUITY--(CONTINUED)

RESERVE FOR ISSUANCE

The Company has 9,544,046 shares of common stock at December 31, 1999
reserved for issuance upon exercise of outstanding and unissued stock options,
in connection with the Employee Stock Purchase Plan ('ESPP') and for future
business combinations.

NOTE 8--EMPLOYEE BENEFIT PLANS

401(K) PLAN

In 1998, the Company's Board of Directors adopted a defined contribution
401(k) retirement plan. The Company's plan allows employees of the Company and
its subsidiaries to 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. The plan also provides for the
Company to match the employees' contributions, up to a stated limit. The Company
contributions vest over four years. Employees began contributing to the plan
effective January 1, 2000.

During 1999, certain of the Company's subsidiaries maintained their own
401(k) plans. Effective January 1, 2000, the plans were merged into the
Company's plan.

EMPLOYEE STOCK PURCHASE PLAN

In 1998, the Company's Board of Directors adopted a non-compensatory ESPP
under Section 423 of the Internal Revenue Code. The ESPP permits an enrolled
employee to make contributions to purchase shares of common stock by having
amounts ranging from 1 to 15 percent withheld from his or her pay. There are
500,000 shares of stock available for issuance pursuant to the ESPP. Employees
began contributing to the ESPP effective January 1, 2000.

NOTE 9--COMMITMENTS AND CONTINGENCIES

The Company entered into a seven-year lease agreement to occupy 14,352
square feet of office space for its executive offices commencing June 15, 1999.
The monthly lease payments are $29 and will increase 3% per annum commencing
June 15, 2000 through the end of the lease term. The lease includes one
five-year renewal option.

The Company leases additional office space and equipment under operating
leases, which expire on various dates through 2004. Certain leases provide for
escalations in rent based upon increases in the lessor's annual operating costs
or the consumer price index. Rent expense was $4,472 for the year ending
December 31, 1999.

The Company also leases equipment under capital leases, which expire on
various dates through 2004. The cost of assets under capital leases and the
related accumulated depreciation is $23,145 and $2,647, respectively, at
December 31, 1999. Depreciation expense related to these leases is included with
depreciation in the statement of cash flows.

47
<PAGE>
ONEMAIN.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

NOTE 9--COMMITMENTS AND CONTINGENCIES--(CONTINUED)

Future minimum lease payments for both operating and capital leases at
December 31, 1999 were as follows:

<TABLE>
<CAPTION>
OPERATING CAPITAL
YEAR ENDED DECEMBER 31, LEASES LEASES
- ------------------------------------------------------------------------ --------- -------
<S> <C> <C>
2000.................................................................... $ 4,228 $10,972
2001.................................................................... 2,569 7,691
2002.................................................................... 1,672 3,026
2003.................................................................... 1,480 31
2004.................................................................... 1,334 23
Thereafter.............................................................. 15 --
--------- -------
$11,298 21,743
---------
---------
Less amounts representing interest...................................... 2,122
-------
Present value of minimum capital lease payments......................... 19,621
Less current portion.................................................... 8,754
-------
$10,867
-------
-------
</TABLE>

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

The Company routinely enters into employment agreements with certain
members of senior management and other key employees. These agreements specify
minimum annual salaries as well as performance bonus amounts and criteria. The
terms of these agreements are usually three years.

NOTE 10--TRANSACTIONS WITH RELATED PARTIES

One of the Company's subsidiaries contracts with a third party for billing
and other accounting services.
A shareholder of this third party is also a Company director. For the year ended
December 31, 1999, the subsidiary incurred $1,549 for these services. At
December 31, 1999, the Company has included in accounts payable $111 due to this
third party.

One of the Company's subsidiaries leases telephone lines used to provide
Internet access from a company in which the shareholder was a former shareholder
of the subsidiary. For the year ended December 31, 1999, the subsidiary incurred
$405 related to these services. This amount is included in accounts payable at
December 31, 1999.

Certain of the Company's subsidiaries lease office space from former
shareholders of those subsidiaries. For the year ended December 31, 1999, rent
expense paid to these individuals amounted to $166.

48
<PAGE>
ONEMAIN.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

NOTE 11--QUARTERLY INFORMATION--UNAUDITED

<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------------
MARCH 30 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------
<S> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1999
Total revenues................................................ $ -- $ 23,012 $ 27,003 $ 32,750
Loss from operations.......................................... $(3,379 ) $(23,880) $(29,851) $ (37,190)
Net loss...................................................... $(3,371 ) $(19,712) $(25,433) $ (32,729)
Basic and diluted net loss per share.......................... $ (0.60 ) $ (0.90) $ (1.12) $ (1.37)
YEAR ENDED DECEMBER 31, 1998
Total revenues................................................ $ -- $ --
Loss from operations.......................................... $ (77) $ (684)
Net loss...................................................... $ (77) $ (688)
Basic and diluted net loss per share.......................... $ (0.02) $ (0.15)
</TABLE>

49
<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 sheet of D&E SuperNet, Inc. as of
December 31, 1998, and the related statements of operations, stockholders'
equity, and cash flows for the years ended December 31, 1997 and 1998, and the
three months ended March 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 D&E SuperNet, Inc. at December
31, 1998, and the results of its operations and its cash flows for the years
ended December 31, 1997 and 1998, and the three months ended March 31, 1999, 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 financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ ERNST & YOUNG LLP

McLean, Virginia
May 13, 1999

50
<PAGE>
D&E SUPERNET, INC.
BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
ASSETS
Current assets:
Cash.............................................................................................. $ 124,988
Accounts receivable............................................................................... 92,059
Inventory......................................................................................... 18,484
Prepaid expenses.................................................................................. 45,615
------------
Total current assets........................................................................... 281,146
Property and equipment, net......................................................................... 1,263,830
Deferred taxes...................................................................................... 19,875
Intangible assets, net.............................................................................. 1,981,922
Other assets........................................................................................ 13,492
------------
Total assets................................................................................... $3,560,265
------------
------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable--trade........................................................................... $ 76,997
Accounts payable--affiliates...................................................................... 172,520
Accrued expenses.................................................................................. 142,338
Unearned revenues................................................................................. 391,836
Current maturities of long-term debt.............................................................. 288,080
------------
Total current liabilities...................................................................... 1,071,771
Long-term debt, net of current maturities........................................................... 1,691,920
Note payable to affiliate........................................................................... 200,000
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 liabilities and stockholders' equity..................................................... $3,560,265
------------
------------
</TABLE>

See accompanying notes.

51
<PAGE>
D&E SUPERNET, INC.
STATEMENTS OF OPERATIONS

COSTS AND EXPENSES:
Costs of access revenues........................................... 491,577 1,296,020 549,772
Costs of other revenues............................................ 155,505 169,774 132,638
Operations and customer support.................................... 322,324 541,786 273,871
Sales and marketing................................................ 328,185 612,753 204,951
General and administrative......................................... 179,377 604,457 333,577
Depreciation....................................................... 154,952 191,720 67,613
Amortization....................................................... 550 73,744 130,200
---------- ---------- --------------
Total costs and expenses........................................ 1,632,470 3,490,254 1,692,622
---------- ---------- --------------
Income from operations............................................... 116,737 456,550 12,640

OTHER EXPENSES:
Interest expense................................................... (56,941) (99,046) --
Other expenses, net................................................ (13,223) (52,070) (44,657)
---------- ---------- --------------
(70,164) (151,116) (44,657)
---------- ---------- --------------
Income (loss) before income tax provision............................ 46,573 305,434 (32,017)
Income tax provision................................................. -- 54,985 541
---------- ---------- --------------
Net income (loss).................................................... $ 46,573 $ 250,449 $ (32,558)
---------- ---------- --------------
---------- ---------- --------------
UNAUDITED PRO FORMA INFORMATION:
Net income......................................................... $ 46,573 $ 250,449
Pro forma income tax provision (see Note 2)........................ -- 70,057
---------- ----------
Pro forma net income............................................... $ 46,573 $ 180,392
---------- ----------
---------- ----------
</TABLE>

See accompanying notes.

52
<PAGE>
D&E SUPERNET, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
ACCUMULATED ADDITIONAL
CONTRIBUTED (LOSSES) COMMON PAID-IN RETAINED TOTAL
CAPITAL INCOME STOCK CAPITAL EARNINGS EQUITY
----------- ----------- -------- ---------- -------- ----------
<S> <C> <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
Debt assumed by stockholder................ -- -- -- 2,042,401 -- 2,042,401
Net loss from January 1, 1999 to March 31,
1999.................................... -- -- -- -- (32,558) (32,558)
----------- ----------- -------- ---------- -------- ----------
BALANCE AT MARCH 31, 1999.................... $ -- $ -- $484,115 $2,042,401 $ 79,901 $2,606,417
----------- ----------- -------- ---------- -------- ----------
----------- ----------- -------- ---------- -------- ----------
</TABLE>

See accompanying notes.

53
<PAGE>
D&E SUPERNET, INC.
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
----------------------- ENDED
1997 1998 MARCH 31, 1999
--------- ---------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)..................................................... $ 46,573 $ 250,449 $ (32,558)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization....................................... 155,502 265,464 197,813
Loss on sale or disposal of equipment............................... 13,223 52,070 --
Deferred taxes provision............................................ -- (19,875) 541
Changes in operating assets and liabilities after impact of acquired
businesses:
Accounts receivable................................................. 26,673 31,307 40,826
Inventory........................................................ (2,881) (4,426) 3,840
Prepaid expenses................................................. 12,571 (19,936) 45,615
Other assets..................................................... (6,279) 5,632 (21,869)
Accounts payable--trade and affiliates........................... (87,230) 144,636 283,271
Accrued expenses................................................. 48,608 82,164 60,392
Unearned revenues................................................ (1,890) (19,165) 32,071
--------- ---------- --------------
Net cash provided by operating activities............................. 204,870 768,320 609,942

INVESTING ACTIVITIES
Purchases of property and equipment................................... (407,958) (586,784) (433,244)
Proceeds from sale of property and equipment.......................... 45,574 1,206 --
Acquisition of business, net of cash acquired......................... -- (1,971,356) (67,613)
--------- ---------- --------------
Net cash used in investing activities................................. (362,384) (2,556,934) (500,857)

FINANCING ACTIVITIES
Net proceeds (payments) under line of credit payable to affiliate..... 164,698 (384,698) (200,000)
Proceeds from issuance of long-term debt.............................. -- 1,980,000 --
Deferred financing fees............................................... -- (12,715) --
Capital contributions................................................. -- 299,995 --
--------- ---------- --------------
Net cash provided by (used in) financing activities................... 164,698 1,882,582 (200,000)
--------- ---------- --------------
Net increase (decrease) in cash....................................... 7,184 93,968 (90,915)
Cash at beginning of year............................................. 23,836 31,020 124,988
--------- ---------- --------------
Cash at end of period................................................. $ 31,020 $ 124,988 $ 34,073
--------- ---------- --------------
--------- ---------- --------------

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest................................................ $ 55,746 $ 79,146 $ 21,095
--------- ---------- --------------
--------- ---------- --------------
Debt assumed by stockholder........................................... $ -- $ -- $ 2,042,401
--------- ---------- --------------
--------- ---------- --------------
</TABLE>

See accompanying notes.

54
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

D&E SuperNet, Inc. (the 'Company') is a regional provider of Internet
access. The Company was originally organized as a 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
Standards 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.

55
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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.

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

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.

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.

56
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

Advertising Costs

All advertising and promotion costs are expensed as incurred. For the years
ended December 31, 1997 and 1998, and the three months ended March 31, 1999,
advertising costs were $123,940, $267,938 and $64,945, 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 year ended December 31, 1997 and for the period from January 1,
1998 to September 3, 1998.

For periods after the revocation of its partnership 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

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.

57
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

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

4. INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Goodwill.................................................................................. $1,991,268
Other intangibles......................................................................... 63,620
------------
2,054,888
Less accumulated amortization............................................................. (72,966)
------------
$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 operations 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 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>

58
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5. ACQUISITIONS--(CONTINUED)

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 preliminarily 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

The Company had a short-term line of credit payable on demand with an
affiliated company allowing for borrowings of up to $650,000. 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.

7. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <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 long-term debt...................................................................... 2,180,000
Less: current maturities.................................................................. 288,080
------------
Long-term debt, net of current maturities................................................. $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

59
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

7. LONG-TERM DEBT--(CONTINUED)

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.

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, 1997 and 1998, and the three months ended March
31, 1999, telephone charges paid to D&E Telephone Company were $87,276,
$124,184 and $29,975, 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, 1997 and 1998, and the three months
ended March 31, 1999, selling and marketing expenses paid to these
affiliates were $608,852, $1,130,862 and $285,462, 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, 1997 and 1998, and
the three months ended March 31, 1999, total rent and billing services
paid to these affiliates were $29,700, $72,745 and $20,129, 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.

60
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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, 1997 and 1998, and the three months
ended March 31, 1999, was $32,025, $61,279 and $26,677, 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.

Income tax provision was comprised of the following:

<TABLE>
<CAPTION>
PERIOD FROM
SEPTEMBER 4, 1998 THREE MONTHS
TO ENDED
DECEMBER 31, 1998 MARCH 31, 1999
----------------- --------------
<S> <C> <C>
Current expense..................................................... $74,860 $541
Deferred tax benefit................................................ (19,875) --
----------------- ------
Income tax provision................................................ $54,985 $541
----------------- ------
----------------- ------
</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:

<TABLE>
<CAPTION>
PERIOD FROM
SEPTEMBER 4, 1998 THREE MONTHS
TO ENDED
DECEMBER 31, 1998 MARCH 31, 1999
----------------- --------------
<S> <C> <C>
Federal income taxes at statutory rates............................. $56,931 $ --
State taxes......................................................... 11,080 541
Deferred tax benefit recognized on conversion from
partnership....................................................... (13,250) --
Other............................................................... 224 --
----------------- ------
Income tax provision................................................ $54,985 $541
----------------- ------
----------------- ------
</TABLE>

61
<PAGE>
D&E SUPERNET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

10. INCOME TAXES--(CONTINUED)

No pro forma income tax provision or benefit is reflected for the year
ended December 31, 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.

62
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders of
SunLink, Inc.

We have audited the accompanying balance sheet of SunLink, Inc. as of December
31, 1998, and the related statements of operations, stockholders' equity, and
cash flows for the years ended December 31, 1997 and 1998, and the three months
ended March 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 SunLink, Inc. at December 31,
1998, and the results of its operations and its cash flows for the years ended
December 31, 1997 and 1998, and the three months ended March 31, 1999, 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

McLean, Virginia
May 13, 1999

63
<PAGE>
SUNLINK, INC.
BALANCE SHEET

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

See accompanying notes.

64
<PAGE>
SUNLINK, INC.
STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, THREE MONTHS
---------------------- ENDED
1997 1998 MARCH 31, 1999
-------- ---------- --------------
<S> <C> <C> <C>
REVENUES:
Access revenues...................................................... $786,324 $1,411,164 $562,609
Other revenues....................................................... 11,913 -- 13,860
-------- ---------- --------------
Total revenues.................................................. 798,237 1,411,164 576,469

COSTS AND EXPENSES:
Costs of access revenues............................................. 224,579 566,102 202,093
Costs of other revenues.............................................. 11,531 -- --
Operations and customer support...................................... 183,557 374,213 74,855
Sales and marketing.................................................. 50,460 102,507 43,762
General and administrative........................................... 114,220 303,948 109,973
Depreciation......................................................... 64,307 125,565 41,760
-------- ---------- --------------
Total costs and expenses........................................ 648,654 1,472,335 472,443
-------- ---------- --------------
Income (loss) from operations.......................................... 149,583 (61,171) 104,026

OTHER EXPENSE:
Interest expense..................................................... (10,682) (20,363) (7,803)
-------- ---------- --------------
Net income (loss)...................................................... $138,901 $ (81,534) $ 96,223
-------- ---------- --------------
-------- ---------- --------------
UNAUDITED PRO FORMA INFORMATION:
Net income (loss).................................................... $138,901 $ (81,534) $ 96,223
Pro forma income tax provision (benefit) (see Note 2)................ 46,369 (27,218) 38,489
-------- ---------- --------------
Pro forma net income (loss).......................................... $ 92,532 $ (54,316) $ 57,734
-------- ---------- --------------
-------- ---------- --------------
</TABLE>

See accompanying notes.

65
<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, 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
Debt assumed by stockholder................................... -- 99,441 -- 99,441
Net income from January 1, 1999 to March 31, 1999............. -- -- 96,223 96,223
------ ---------- -------- -------------
BALANCE AT MARCH 31, 1999....................................... $2,050 $ 129,586 $139,821 $ 271,457
------ ---------- -------- -------------
------ ---------- -------- -------------
</TABLE>

See accompanying notes.

66
<PAGE>
SUNLINK, INC.
STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31, THREE MONTHS
---------------------- ENDED
1997 1998 MARCH 31, 1999
-------- -------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)....................................................... $138,901 $(81,534) $ 96,223
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization...................................... 64,307 125,565 41,760
Stock based compensation........................................... 450 -- --
Changes in operating assets and liabilities:
Accounts receivable.............................................. (14,779) 3,298 (23,683)
Inventory........................................................ -- (7,600) 7,600
Accounts payable................................................. 76,287 (11,763) 25,082
Accrued expenses................................................. 47 11,180 33,211
Unearned revenues................................................ 51,250 102,101 9,901
-------- -------- --------------
Net cash provided by operating activities............................... 316,463 141,247 190,094

INVESTING ACTIVITIES
(Issuance of) payment from note receivable from stockholder............. (8,981) 8,981 --
Purchases of property and equipment..................................... (323,720) (296,936) (124,325)
-------- -------- --------------
Net cash used in investing activities................................... (332,701) (287,955) (124,325)

FINANCING ACTIVITIES
Proceeds under line of credit........................................... 15,000 -- --
Proceeds from issuance (repayments) of long-term debt................... -- 250,000 (142,738)
Payments on long-term debt.............................................. -- (28,414) 100,898
Repayments of line of credit............................................ -- (90,000) --
Proceeds from stockholders' loans....................................... 12,941 123,000 --
Repayments of stockholders' loans....................................... (7,500) (12,941) (123,000)
Proceeds from issuance of common stock.................................. 50 -- --
-------- -------- --------------
Net cash provided by (used in) financing activities..................... 20,491 241,645 (164,840)
-------- -------- --------------
Net increase (decrease) in cash......................................... 4,253 94,937 (99,071)
Cash at beginning of year............................................... 1,546 5,799 100,736
-------- -------- --------------
Cash at end of period................................................... $ 5,799 $100,736 $ 1,665
-------- -------- --------------
-------- -------- --------------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest.................................................. $ 10,682 $ 20,363 $ 7,803
-------- -------- --------------
-------- -------- --------------
Debt assumed by stockholder............................................. $ -- $ -- $ 99,441
-------- -------- --------------
-------- -------- --------------
</TABLE>

See accompanying notes.

67
<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.

68
<PAGE>
SUNLINK, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
Impairment of Long-Lived Assets

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 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 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 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, 1997 and 1998, and the three months ended March 31, 1999, the Company
recognized bartered services transactions in the amount of $22,136, $30,755, and
$9,437, 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.

Advertising Costs

All advertising and promotion costs are expensed as incurred. During the
years ended December 31, 1997 and 1998, and the three months ended March 31,
1999, advertising and promotion costs were $11,489, $41,165, and $7,413,
respectively.

69
<PAGE>
SUNLINK, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
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 the years ended
December 31, 1997 and 1998, and the three months ended March 31, 1999.

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.

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Computer equipment.............................................................. $767,534
Furniture, fixtures, and office equipment....................................... 9,995
Leasehold improvements.......................................................... 2,800
------------
780,329
Less accumulated depreciation................................................... 209,326
------------
$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

70
<PAGE>
SUNLINK, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

4. RELATED PARTY TRANSACTIONS--(CONTINUED)
December 31, 1997 and 1998, and the three months ended March 31, 1999, the
amounts paid to the stockholders for accounting services were $1,460, $24,695,
and $8,075, respectively.

For the years ended December 31, 1997 and 1998, and the three months ended
March 31, 1999, the Company paid a stockholder $2,600, $40,000, and $8,900,
respectively, to provide technical support and consulting services to the
Company.

In addition, the Company occupies office space in a building owned by a
Company stockholder. For the years ended December 31, 1997 and 1998, the amounts
paid for rent were $4,000 and $22,500, respectively. For the three months ended
March 31, 1999, the amount paid for rent was $5,250.

In December 1998, a stockholder made an unsecured $123,000 loan to the
Company. The loan is due on December 28, 1999 and bears an interest rate of
8.5%.

5. NOTE PAYABLE

The Company had a short-term line of credit payable on demand with a bank
allowing for borrowings of up to $125,000. The line was secured by and was
personally guaranteed by a stockholder of the Company. 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,
1998
------------
<S> <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 maturities.................................................................. 44,906
------------
Long-term debt, net of current maturities................................................. $176,680
------------
------------
</TABLE>

The Company incurred interest related to the long-term debt of $15,422 and
$4,637 for the year ended December 31, 1998 and three months ended March 31,
1999, respectively.

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 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 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 statements of
operations as if the Company had been a C Corporation.

71
<PAGE>
SUNLINK, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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.

72
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Stockholder of
LebaNet, Inc.

We have audited the accompanying balance sheet of LebaNet, Inc. as of December
31, 1998 and the related statements of operations, stockholder's equity, and
cash flows for the years ended December 31, 1997 and 1998, and the three months
ended March 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 LebaNet, Inc. at December 31,
1998 and the results of its operations and its cash flows for the years ended
December 31, 1997 and 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
May 13, 1999

73
<PAGE>
LEBANET, INC.
BALANCE SHEET

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable.................................................................................. $ 2,047
Accrued expenses.................................................................................. 643
Current portion of unearned revenues................................................................ 3,383
------------
Total current liabilities........................................................................... 6,073

Stockholder's equity:
Common stock $1 stated value, 10,000 shares authorized; 100 shares issued and outstanding......... 100
Additional paid-in capital........................................................................ 600
Retained earnings................................................................................. 102,175
------------
Total stockholder's equity.......................................................................... 102,875
------------
Total liabilities and stockholder's equity.......................................................... $108,948
------------
------------
</TABLE>

See accompanying notes.

74
<PAGE>
LEBANET, INC.
STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, THREE MONTHS
---------------------- ENDED
1997 1998 MARCH 31, 1999
-------- -------- ---------------
<S> <C> <C> <C>
REVENUES:
Access revenues..................................................... $179,764 $217,679 $62,900
Other revenues...................................................... 19,807 80,430 14,503
-------- -------- ---------------
Total revenues................................................... 199,571 298,109 77,403

COSTS AND EXPENSES:
Cost of access revenues............................................. 100,588 78,417 19,625
Cost of other revenues.............................................. 7,198 31,250 580
Operations and customer support..................................... 19,928 18,596 4,803
Sales and marketing................................................. 1,949 448 --
General and administrative.......................................... 16,310 30,254 8,433
Depreciation........................................................ 18,670 22,743 4,405
-------- -------- ---------------
Total costs and expenses......................................... 164,643 181,708 37,846
-------- -------- ---------------
Income from operations................................................ 34,928 116,401 39,557

OTHER EXPENSE:
Interest expense.................................................... (15) -- --
-------- -------- ---------------
Net income............................................................ $ 34,913 $116,401 $39,557
-------- -------- ---------------
-------- -------- ---------------

UNAUDITED PRO FORMA INFORMATION:
Net income.......................................................... $ 34,913 $116,401 $39,557
Pro forma income tax provision (see Note 2)......................... 14,184 47,264 16,060
-------- -------- ---------------
Pro forma net income................................................ $ 20,729 $ 69,137 $23,497
-------- -------- ---------------
-------- -------- ---------------
</TABLE>

See accompanying notes.

75
<PAGE>
LEBANET, INC.
STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
---------------- PAID-IN RETAINED STOCKHOLDER'S
SHARES AMOUNT CAPITAL EARNINGS EQUITY
------ ------ ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1996............................ 100 $100 $600 $ 24,016 $ 24,716
Net income............................................ -- -- -- 34,913 34,913
Distributions......................................... -- -- -- (10,425) (10,425)
------ ------ ---------- -------- -------------

BALANCE AT DECEMBER 31, 1997............................ 100 100 600 48,504 49,204
Net income............................................ -- -- -- 116,401 116,401
Distributions......................................... -- -- -- (62,730) (62,730)
------ ------ ---------- -------- -------------

BALANCE AT DECEMBER 31, 1998............................ 100 100 600 102,175 102,875
Net income from January 1, 1999 to March 31, 1999..... -- -- -- 39,557 39,557
Distributions......................................... -- -- -- (83,136) (83,136)
------ ------ ---------- -------- -------------

BALANCE AT MARCH 31, 1999............................... 100 $100 $600 $ 58,596 $ 59,296
------ ------ ---------- -------- -------------
------ ------ ---------- -------- -------------
</TABLE>

See accompanying notes.

76
<PAGE>
LEBANET, INC.
STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31, THREE MONTHS
---------------------- ENDED
1997 1998 MARCH 31, 1999
------- -------- ---------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income........................................................... $34,913 $116,401 $ 39,557
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization..................................... 18,670 22,743 4,405
Bad debt provision................................................ -- 3,337 3,654
Changes in operating assets and liabilities:
Accounts receivable............................................... (3,711) 1,400 (5,504)
Prepaid expenses.................................................. -- (6,260) 2,250
Accounts payable.................................................. 14,666 (13,707) 352
Accrued expenses.................................................. 292 (877) 5,728
Unearned revenues................................................. 463 (4,576) (926)
------- -------- ---------------
Net cash provided by operating activities.............................. 65,293 118,461 49,516

INVESTING ACTIVITIES
Purchases of property and equipment.................................... (29,558) (27,582) --
------- -------- ---------------
Net cash used in investing activities.................................. (29,558) (27,582) --

FINANCING ACTIVITIES
Distributions to stockholder........................................... (10,425) (62,730) (83,136)
Repayment of stockholder loan.......................................... -- (40,812) --
------- -------- ---------------
Net cash used in financing activities.................................. (10,425) (103,542) (83,136)
------- -------- ---------------
Net increase (decrease) in cash........................................ 25,310 (12,663) (33,620)
Cash at beginning of year.............................................. 18,523 43,833 31,170
------- -------- ---------------
Cash at end of period.................................................. $43,833 $ 31,170 $ (2,450)
------- -------- ---------------
------- -------- ---------------
</TABLE>

See accompanying notes.

77
<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

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.

78
<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. For the years
ended December 31, 1997 1998, and the three months ended March 31, 1999, the
Company expensed $1,502, $448, and $0 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.

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,
1998
------------
<S> <C>
Computer equipment and software................................. $120,931
Less accumulated depreciation................................... 54,171
------------
$ 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.

79
<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
years ended December 31, 1997 and 1998, and the three months ended March 31,
1999, the Company recognized consulting fee revenue of $2,600, $40,000 and
$8,900, 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
years ended December 31, 1997 and 1998, and the three months ended March 31,
1999, the Company recorded $3,000, $7,200, and $1,800 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 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.

80
<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 and the three
months ended March 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 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 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 SouthWind Internet Access, Inc.
at December 31, 1998, and the results of its operations and its cash flows for
the year then ended 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
May 13, 1999

81
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders of
SouthWind Internet Access, Inc.

We have audited the statements of operations, stockholders' equity and cash
flows of SouthWind Internet Access, Inc. for the year 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 audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of SouthWind
Internet Access, Inc. for the year ended December 31, 1997, in conformity with
accounting principles generally accepted in the United States.

/s/ GRANT THORNTON, LLP

Wichita, Kansas
October 23, 1998

82
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.
BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents......................................................................... $ 20,070
Accounts receivable, net of allowance for doubtful accounts of $6,020............................. 40,600
Prepaid expenses.................................................................................. 10,524
Other current assets.............................................................................. 395
------------
Total current assets........................................................................... 71,589
Property and equipment, net......................................................................... 545,289
Intangible assets, net.............................................................................. 2,781
------------
Total assets................................................................................... $619,659
------------
------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................................................. $ 16,427
Accrued expenses.................................................................................. 36,055
Unearned revenues................................................................................. 65,919
Current maturities of long-term debt.............................................................. 13,091
------------
Total current liabilities...................................................................... 131,492
Long-term debt, net of current maturities........................................................... 23,673
Stockholders' equity:
Common stock, no par value, 2,000 shares authorized,
1,000 shares issued and outstanding............................................................ 45,000
Retained earnings................................................................................. 419,494
------------
Total stockholders' equity..................................................................... 464,494
------------
Total liabilities and stockholders' equity..................................................... $619,659
------------
------------
</TABLE>

See accompanying notes.

83
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
------------------------ ENDED
1997 1998 MARCH 31, 1999
---------- ---------- --------------
<S> <C> <C> <C>
REVENUES:
Access revenues.................................................... $1,317,530 $2,032,310 $642,910
Other revenues..................................................... 120,318 138,094 36,747
---------- ---------- --------------
Total revenues.................................................. 1,437,848 2,170,404 679,657
COSTS AND EXPENSES:
Cost of access revenues............................................ 352,193 637,071 261,097
Cost of other revenues............................................. 12,605 71,523 21,715
Operations and customer support.................................... 302,674 437,890 157,600
Sales and marketing................................................ 59,630 83,200 38,213
General and administrative......................................... 230,065 450,652 145,182
Depreciation and amortization...................................... 115,495 160,271 48,873
---------- ---------- --------------
Total costs and expenses........................................ 1,072,662 1,840,607 672,680
---------- ---------- --------------
Income from operations............................................... 365,186 329,797 6,977
OTHER INCOME (EXPENSE):
Interest income.................................................... 5,464 623 85
Interest expense................................................... (11,665) (10,523) (1,120)
Other.............................................................. -- 5,556 5,475
---------- ---------- --------------
Net income........................................................... $ 358,985 $ 325,453 $ 11,417
---------- ---------- --------------
---------- ---------- --------------
UNAUDITED PRO FORMA INFORMATION:
Net income......................................................... $ 358,985 $ 325,453 $ 11,417
Pro forma income tax provision (see Note 2)........................ 138,327 126,750 4,567
---------- ---------- --------------
Pro forma net income............................................... $ 220,658 $ 198,703 $ 6,850
---------- ---------- --------------
---------- ---------- --------------
</TABLE>

See accompanying notes.

84
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK TOTAL
----------------- RETAINED STOCKHOLDERS'
SHARES AMOUNT EARNINGS EQUITY
------ ------- -------- -------------
<S> <C> <C> <C> <C>
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
Net income from January 1, 1999 to March 31, 1999................ -- -- 11,417 11,417
Distributions to stockholders.................................... -- -- (105,604) (105,604)
------ ------- -------- -------------
BALANCE AT MARCH 31, 1999.......................................... 1,000 $45,000 $325,307 $ 370,307
------ ------- -------- -------------
------ ------- -------- -------------
</TABLE>

See accompanying notes.

85
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.
STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31, THREE MONTHS
---------------------- ENDED
1997 1998 MARCH 31, 1999
-------- -------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income.............................................................. $358,985 $325,453 $ 11,417
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization......................................... 115,495 160,271 48,873
Provision for doubtful accounts....................................... 12,568 17,828 (6,638)
Gain on disposal of property and equipment............................ -- (3,385) --
Other................................................................. -- -- (354)
Changes in operating assets and liabilities:
Accounts receivable................................................ 10 (35,082) 13,276
Prepaid expenses................................................... (6,139) (4,385) 8,153
Other current assets............................................... -- (395) (5,892)
Accounts payable................................................... (10,292) 15,819 152,503
Accrued expenses................................................... 10,366 11,908 15,242
Unearned revenues.................................................. 18,568 18,461 7,902
-------- -------- --------------
Net cash provided by operating activities............................... 499,561 506,493 244,482

INVESTING ACTIVITIES:
Purchases of property and equipment..................................... (276,081) (204,857) (112,879)
Proceeds from disposal of property and equipment........................ -- 7,234 --
Purchase of intangible assets........................................... -- (2,202) --
-------- -------- --------------
Net cash used in investing activities................................... (276,081) (199,825) (112,879)

FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt................................ 10,000 -- --
Principal payments of long-term debt.................................... (37,855) (102,259) (36,764)
Payments on obligations under capital leases............................ (348) (260) --
Distributions to stockholders........................................... (168,000) (258,799) (105,604)
Advances from related party............................................. -- -- 59,605
-------- -------- --------------
Net cash used in financing activities................................... (196,203) (361,318) (82,763)
-------- -------- --------------
Net increase (decrease) in cash and cash equivalents.................... 27,277 (54,650) 48,840
Cash and cash equivalents at beginning of year.......................... 47,443 74,720 20,070
-------- -------- --------------
Cash and cash equivalents at end of period.............................. $ 74,720 $ 20,070 $ 68,910
-------- -------- --------------
-------- -------- --------------

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest.................................................. $ 12,406 $ 10,523 $ 1,120
-------- -------- --------------
-------- -------- --------------
</TABLE>

See accompanying notes.

86
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.
NOTES TO FINANCIAL STATEMENTS

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.

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

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 provides internet access services to certain organizations in
exchange for advertising. Revenue and corresponding advertising expense in the
amount of $62,053 and $17,384 was recorded during the year ended December 31,
1998 and the three months ended March 31, 1999, respectively, relating to these
non-monetary transactions. Similar non-monetary transactions were not
significant in 1997. The

87
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

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, 1997 and 1998, and the three months ended March 31,
1999, the Company expensed $4,583, $67,128, and $23,501, respectively, as
advertising costs. As noted above, $62,053 and $17,384 of costs recorded in 1998
and the three months ended March 31, 1999, respectively, 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.

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.

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.

88
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Computer equipment........................................................................ $795,190
Furniture, fixtures, and office equipment................................................. 68,240
Leasehold improvements.................................................................... 35,098
------------
898,528
Less accumulated depreciation and amortization............................................ 353,239
------------
$545,289
------------
------------
</TABLE>

4. LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
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..................... $ 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................... 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...................... 7,023
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... 16,569
------------
Total long-term debt...................................................................... 36,764
Less: current maturities.................................................................. 13,091
------------
Long-term debt, net of current maturities................................................. $ 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.

Effective February 11, 1999, the Company entered into a short-term line of
credit agreement which provides for borrowings up to $67,000.

5. COMMITMENTS

During the three months ended March 31, 1999, the Company entered into a
commitment to purchase computer equipment of approximately $65,000.

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
1997 and 1998, and the three months ended March 31, 1999, was $26,011, $58,437,
and $14,727, respectively.

89
<PAGE>
SOUTHWIND INTERNET ACCESS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5. COMMITMENTS--(CONTINUED)

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>

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 would have recognized a deferred federal and state
income tax liability of $21,430 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 as if the Company had been a C 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
$168,000, $258,799, and $105,604 for the years ended December 31, 1997 and 1998,
and for the three months ended March 31, 1999.

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 and the three
months ended March 31, 1999 were $10,862 and $3,583, respectively.

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.

90
<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 sheet of Horizon Internet
Technologies, Inc. as of December 31, 1998, and the related consolidated
statements of operations, stockholders' deficit and cash flows for the years
ended December 31, 1997 and 1998, and the three months ended March 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 consolidated financial position of Horizon Internet
Technologies, Inc. at December 31, 1998, and the results of its operations and
its cash flows for the years ended December 31, 1997 and 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
May 13, 1999

91
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents...................................................................... $ --
Accounts receivable, net of allowance for doubtful accounts $27,766............................ 62,572
Other current assets........................................................................... 2,088
------------
Total current assets............................................................................. 64,660
Property and equipment, net...................................................................... 335,290
Intangibles, net................................................................................. 150,614
Other assets..................................................................................... 7,562
------------
Total assets................................................................................ $ 558,126
------------
------------

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Notes payable.................................................................................. $ 275,000
Notes payable to stockholder................................................................... 52,066
Accounts payable............................................................................... 15,273
Accrued expenses............................................................................... 16,781
Excess of outstanding checks over bank balance................................................. 50,871
Unearned revenues.............................................................................. 12,594
Current maturities of long-term debt........................................................... 45,120
Current portion of capital leases payable...................................................... 24,094
------------
Total current liabilities........................................................................ 491,799
Long-term debt, net of current maturities........................................................ 58,901
Capital lease obligations, net of current portion................................................ 23,684
Stockholders' deficit:
Common stock; $1 par value, 100,000 authorized, 3,000 shares issued and outstanding............ 3,000
Additional paid-in capital..................................................................... 19,065
Accumulated deficit............................................................................ (38,323)
------------
Total stockholders' deficit...................................................................... (16,258)
------------
Total liabilities and stockholders' deficit...................................................... $ 558,126
------------
------------
</TABLE>

See accompanying notes.

92
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
----------------------- ENDED
1997 1998 MARCH 31, 1999
-------- ---------- --------------
<S> <C> <C> <C>
REVENUES:
Access revenues...................................................... $376,357 $1,099,777 $ 376,961
Other revenues....................................................... 58,258 61,410 15,310
-------- ---------- --------------
Total revenues.................................................... 434,615 1,161,187 392,271

COSTS AND EXPENSES:
Cost of access revenues.............................................. 160,225 370,567 240,644
Cost of other revenues............................................... 42,564 50,017 1,522
Operations and customer support...................................... 7,782 48,916 58,278
Sales and marketing.................................................. 44,684 166,582 43,351
General and administrative........................................... 204,489 390,244 114,642
Equity in losses of MoCom............................................ 2,176 5,501 --
Amortization......................................................... 671 4,345 11,068
Depreciation......................................................... 25,093 66,611 29,612
-------- ---------- --------------
Total costs and expenses.......................................... 487,684 1,102,783 499,177
-------- ---------- --------------
(Loss) income from operations.......................................... (53,069) 58,404 (106,846)

OTHER INCOME (EXPENSE):
Gain on disposal of property and equipment........................... -- 7,458 --
Interest expense..................................................... (3,785) (32,634) (10,448)
Other income (expense), net.......................................... -- -- 9,929
-------- ---------- --------------
Net (loss) income...................................................... $(56,854) $ 33,228 $ (107,365)
-------- ---------- --------------
-------- ---------- --------------
</TABLE>

See accompanying notes.

93
<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, 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)
Additional capital.................................. -- -- 394,478 -- 394,478
Net loss from January 1, 1999 to March 31, 1999..... -- -- -- (107,365) (107,365)
------ ------ ---------- ----------- -------------
BALANCE AT MARCH 31, 1999............................. 3,000 $3,000 $ 413,543 $(145,688) $ 270,855
------ ------ ---------- ----------- -------------
------ ------ ---------- ----------- -------------
</TABLE>

See accompanying notes.

94
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31, THREE MONTHS
---------------------- ENDED
1997 1998 MARCH 31, 1999
-------- -------- ---------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net (loss) income.................................................... $(56,854) $ 33,228 $(107,365)
Adjustments to reconcile net (loss) income to net cash provided by
(used in) operating activities:
Gain on disposal................................................ -- (7,458) --
Depreciation and amortization................................... 25,764 70,956 40,680
Provision for doubtful accounts................................. -- 25,964 --
Changes in operating assets and liabilities:
Accounts receivable............................................. 443 (75,596) (2,520)
Other current assets............................................ 6,332 (395) --
Equity in loss of MoCom......................................... 2,176 (5,501) --
Other assets.................................................... 230 (3,978) (52,254)
Accounts payable................................................ 30,712 (20,035) 56,049
Accrued expenses................................................ 106 (24,121) 625
Excess of outstanding checks over bank balance.................. 8,990 37,650 --
Unearned revenues............................................... 3,437 8,657 9,593
-------- -------- ---------------
Net cash provided by (used in) operating activities.................... 21,336 39,371 (55,192)

INVESTING ACTIVITIES
Proceeds from sale on property and equipment........................... -- 10,750 --
Purchases of property and equipment.................................... (108,138) (163,107) (84,794)
Acquisition of business, net of cash................................... (1,000) (124,557) (17,188)
-------- -------- ---------------
Net cash used in investing activities.................................. (109,138) (276,914) (101,982)

FINANCING ACTIVITIES
Principal payments on capital lease obligations........................ -- (23,030) (11,379)
Proceeds from issuance of debt......................................... 87,801 304,120 44,100
Principal payments on debt............................................. -- (43,547) (366,202)
Proceeds from sale of stock and capital contributions.................. 1 -- 394,478
-------- -------- ---------------
Net cash provided by financing activities.............................. 87,802 237,543 60,997
-------- -------- ---------------
Net decrease in cash and cash equivalents.............................. -- -- (96,177)
Cash and cash equivalents at beginning of year......................... -- -- --
-------- -------- ---------------
Cash and cash equivalents at end of period............................. $ -- $ -- $ (96,177)
-------- -------- ---------------
-------- -------- ---------------

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest................................................. $ 2,861 $ 27,090 $ 10,448
-------- -------- ---------------
-------- -------- ---------------
Capital lease obligation incurred...................................... $ 23,664 $ 47,144 $ --
-------- -------- ---------------
-------- -------- ---------------
</TABLE>

See accompanying notes.

95
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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 $5,835 at
December 31, 1998.

Impairment of Long-Lived Assets

96
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

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

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.

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, 1997 and 1998, and the three months ended March 31,
1999, the Company expensed $7,531, $21,144, and $5,138, 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.

The pro forma income tax information included in 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.

Financial Instruments and Concentration of Credit Risk

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.

97
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

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,
1998
------------
<S> <C>
Computer equipment.............................................................. $398,859
Furniture, fixtures, and office equipment....................................... 25,905
------------
424,764
Less accumulated depreciation................................................... (89,474)
------------
$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%.

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, and the
three months ended March 31, 1999, in the amounts of $23,741, $37,505 and
$10,042, respectively.

The Company has a dealer incentive agreement with a related party whereby a
twenty-five percent commission is paid on access revenues generated by the
related party. Commissions paid under this agreement for the years ended
December 31, 1997 and 1998, and the three months ended March 31, 1999, totaled
$20,914, $53,559, and $17,391, respectively.

98
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

7. LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Note payable to a bank bearing interest at 10% per annum, monthly principal and
interest payments of $1,291, and maturing October 2000........................ $ 27,025
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
------------
Total long-term debt............................................................ 104,021
Less: current maturities........................................................ 45,120
------------
Long-term debt, net of current maturities....................................... $ 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, 1997 and 1998, and for the three months
ended March 31, 1999, was $7,732, $36,627, and $8,463, 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 $73,143 as of December 31, 1998, and accumulated amortization of $16,579
as of December 31, 1998. The agreements require monthly payments of $2,537 and
expire during 2001.

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 asset (before valuation allowance) of
$8,525 as of December 31, 1998, had the termination of its election to be
treated as an S Corporation occurred on this date.

99
<PAGE>
HORIZON INTERNET TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9. INCOME TAXES--(CONTINUED)

No pro forma income tax expense (benefit) is reflected on the statement of
operations as the Company would have provided a full valuation allowance against
the deferred tax asset had it been a C Corporation.

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.

100
<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 and the three months ended March
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 United States Internet, Inc. at
December 31, 1998, and the results of its operations and its cash flows for the
year then ended and the three months ended March 31, 1999, 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 financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ ERNST & YOUNG LLP

McLean, Virginia
May 13, 1999

101
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors and Stockholders of
United States Internet, Inc.

We have audited the statements of operations, stockholders' deficit, and cash
flows of United States Internet, Inc. for the year 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 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 results of operations and cash flows of United States
Internet, Inc. for the year ended December 31, 1997, in conformity with
generally accepted accounting principles.

/s/ COULTER & JUSTUS, P.C.

Knoxville, Tennessee
November 4, 1998

102
<PAGE>
UNITED STATES INTERNET, INC.
BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents........................................................................ $ 274,271
Accounts receivable, net of allowance for doubtful accounts of $520,497.......................... 706,342
Inventories...................................................................................... 60,069
Prepaid expenses................................................................................. 172,066
------------
Total current assets........................................................................ 1,212,748

Property and equipment, net........................................................................ 3,311,853
Intangible assets, net............................................................................. 4,316,530
Other assets....................................................................................... 14,139
------------
Total assets................................................................................ $ 8,855,270
------------
------------

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable................................................................................. $ 870,583
Accrued expenses................................................................................. 337,173
Unearned revenues................................................................................ 586,450
Current maturities of long-term debt............................................................. 976,583
Current portion of capital lease obligations..................................................... 682,654
Current portion of stockholder notes payable..................................................... 145,418
------------
Total current liabilities................................................................... 3,598,861

Stock appreciation rights liability................................................................ 5,104,035
Long-term debt, net of current maturities.......................................................... 2,520,186
Capital lease obligations, net of current portion.................................................. 479,243
Stockholder notes payable, net of current portion.................................................. 179,029
------------
Total liabilities........................................................................... 11,881,354

Stockholders' deficit:
Common stock, no par value, authorized 5,000,000 shares, 1,898,137 shares issued and
outstanding................................................................................... 7,448,105
Accumulated deficit.............................................................................. (10,474,189)
------------
Total stockholders' deficit................................................................. (3,026,084)
------------
Total liabilities and stockholders' deficit................................................. $ 8,855,270
------------
------------
</TABLE>

See accompanying notes.

103
<PAGE>
UNITED STATES INTERNET, INC.
STATEMENTS OF OPERATIONS

COSTS AND EXPENSES:
Cost of access revenues........................................... 1,612,430 3,051,699 1,481,114
Cost of other revenues............................................ 386,798 123,110 59,232
Operations and customer support................................... 886,285 1,174,588 488,279
Sales and marketing............................................... 548,011 951,393 358,427
General and administrative........................................ 1,106,803 1,457,462 69,581
Stock appreciation (benefit) expense.............................. (598,861) 3,340,678 --
Amortization...................................................... 132,612 477,952 407,273
Depreciation, including depreciation on assets held under capital
leases......................................................... 326,131 587,551 136,744
---------- ----------- --------------
Total costs and expenses..................................... 4,400,209 11,164,433 3,000,650
---------- ----------- --------------

Loss from operations................................................ (226,406) (4,649,781) (168,714)

OTHER INCOME (EXPENSE):
Interest income................................................... 5,983 28,797 3,256
Interest expense.................................................. (268,869) (311,946) (283,805)
Miscellaneous..................................................... 32,997 (141,674) --
---------- ----------- --------------
Net other expense................................................. (229,889) (424,823) (280,549)
---------- ----------- --------------
Net loss.......................................................... $ (456,295) $(5,074,604) $ (449,263)
---------- ----------- --------------
---------- ----------- --------------
</TABLE>

See accompanying notes.

104
<PAGE>
UNITED STATES INTERNET, INC.
STATEMENTS OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PAID-IN ACCUMULATED STOCKHOLDERS'
STOCK CAPITAL DEFICIT DEFICIT
---------- ---------- ------------ -------------

<S> <C> <C> <C> <C>
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)
Capital contributions.............................. -- 4,524,871 -- 4,524,871
Net loss from January 1, 1999 to March 31, 1999.... -- -- (449,263) (449,263)
---------- ---------- ------------ -------------
BALANCE AT MARCH 31, 1999............................ $7,448,105 $4,524,871 $(10,923,452) $ 1,049,524
---------- ---------- ------------ -------------
---------- ---------- ------------ -------------
</TABLE>

See accompanying notes.

105
<PAGE>
UNITED STATES INTERNET, INC.
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
------------------------ ENDED
1997 1998 MARCH 31, 1999
--------- ----------- ---------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss.............................................................. $(456,295) $(5,074,604) $ (449,263)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
Depreciation and amortization....................................... 549,315 1,065,503 544,017
Provision for doubtful accounts..................................... 141,316 334,455 --
Amortization of debt discount....................................... -- 64,033 --
Stock appreciation expense (benefit)................................ (598,861) 3,340,678 --
Debt conversion expense............................................. -- 108,915 --
Employee stock compensation expense................................. -- 60,000 --
(Gain) loss on sale or disposal of equipment........................ (26,158) 39,117 --
Changes in operating assets and liabilities, net of effects from
purchase of businesses:
Accounts receivable............................................... (140,150) (609,199) (242,111)
Inventory......................................................... 14,168 (40,609) 3,484
Prepaid expenses.................................................. (16,774) (91,211) 1,836
Other assets...................................................... 908 2,828 (26,942)
Accounts payable.................................................. 80,081 (94,952) 565,915
Accrued expenses and other liabilities............................ 33,640 151,208 123,513
Unearned revenues................................................. 202,827 102,445 8,134
Other liabilities................................................. -- (16,500) --
--------- ----------- ---------------
Net cash (used in) provided by operating activities................... (215,983) (657,893) 528,583
INVESTING ACTIVITIES
Purchases of property and equipment................................... (184,636) (1,521,202) (109,341)
Proceeds from sale of property and equipment.......................... 142,697 -- --
Business acquisitions, net of cash acquired........................... -- (168,988) 6,399
Purchase of customer lists............................................ (43,259) (90,002) --
--------- ----------- ---------------
Net cash used in investing activities................................. (85,198) (1,780,192) (102,942)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt.............................. 66,700 3,132,760 (9,465)
Principal payments on long-term debt.................................. (33,307) (76,030) (3,496,769)
Payments on obligations under capital leases.......................... (232,033) (464,275) (125,926)
Proceeds from issuance of stockholder notes........................... -- 35,000 --
Principal payments of stockholder notes............................... -- (230,185) --
Net proceeds from sale of stock and capital contributions............. 533,773 116,927 --
Decrease in due to/from stockholders.................................. -- -- (906,480)
Net advances from related parties..................................... -- -- 4,075,112
--------- ----------- ---------------
Net cash provided by (used in) financing activities................... 335,133 2,514,197 (463,528)
--------- ----------- ---------------
Net increase in cash and cash equivalents............................. 33,952 76,112 (37,887)
Cash and cash equivalents at beginning of year........................ 164,207 198,159 274,271
--------- ----------- ---------------
Cash and cash equivalents at end period............................... $ 198,159 $ 274,271 $ 236,384
--------- ----------- ---------------
--------- ----------- ---------------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest................................................ $ 210,795 $ 247,913 $ 283,805
--------- ----------- ---------------
--------- ----------- ---------------
Capital lease obligations incurred.................................... $ 405,131 $ 739,688 $ --
--------- ----------- ---------------
--------- ----------- ---------------
Stock issued for customer base........................................ $ -- $ 61,435 $ --
--------- ----------- ---------------
--------- ----------- ---------------
Stock issued in business acquisition.................................. $ -- $ 3,832,473 $ --
--------- ----------- ---------------
--------- ----------- ---------------
Conversion of long-term debt to stock................................. $ 418,054 $ 430,140 $ --
--------- ----------- ---------------
--------- ----------- ---------------
Stock purchase warrants issued........................................ $ 13,156 $ 240,705 $ --
--------- ----------- ---------------
--------- ----------- ---------------
Debt issued for customer base......................................... $ 169,300 $ -- $ --
--------- ----------- ---------------
--------- ----------- ---------------
Liability assumed by stockholders..................................... $ -- $ -- $ 4,524,871
--------- ----------- ---------------
--------- ----------- ---------------

</TABLE>

See accompanying notes.

106
<PAGE>
UNITED STATES INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS

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

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 operating losses for the years ended
December 31, 1997 and 1998, and the three months ended March 31, 1999.
Management believes that actions presently being taken, as described below, and
the remaining facility with Ascend Communications 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.

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 may differ from these estimates and such
differences could be material.

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.

107
<PAGE>
UNITED STATES INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

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 $641,589 at December 31, 1998.

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, 1997 and 1998, and the three months ended March 31,
1999, the Company expensed $17,582, $107,608, and $39,921 respectively, as
advertising costs.

108
<PAGE>
UNITED STATES INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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.

109
<PAGE>
UNITED STATES INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Computer equipment........................................................................ $4,161,898
Furniture, fixtures, and office equipment................................................. 134,597
Leasehold improvements.................................................................... 40,104
------------
4,336,599
Less accumulated depreciation and amortization............................................ 1,024,746
------------
$3,311,853
------------
------------
</TABLE>

4. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <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.......... 163,300
Unsecured notes with interest at prime rate (7.75% at December 31, 1998) plus 1%.......... 200,000
------------
Total long-term debt...................................................................... 3,496,769
Less: current maturities.................................................................. 976,583
------------
Long-term debt, net of current maturities................................................. $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, 1998 and three months ended March 31,
1999, the Company recognized interest expense of $54,759 and $11,847,
respectively, 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

110
<PAGE>
UNITED STATES INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

4. LONG-TERM DEBT--(CONTINUED)

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

Maturities of unsecured 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 outstanding at December 31, 1997 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 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 $42,197 and $45,533 during the years ended December 31, 1997 and
1998, respectively, in connection with the amortization of a debt discount on
the stockholder notes.

111
<PAGE>
UNITED STATES INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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,
1998
-----------
<S> <C>
Assets:
Net operating loss carryforwards....................................................... $ 3,035,456
Amortization of customer lists......................................................... 92,598
Bad debt reserves...................................................................... 197,581
Stock appreciation rights.............................................................. 441,854
Other.................................................................................. --
Valuation allowance.................................................................... (3,669,980)
-----------
Net deferred tax assets................................................................ 97,509

Liabilities:
Depreciation........................................................................... 97,509
-----------
Net deferred tax assets................................................................ $ --
-----------
-----------
</TABLE>

The Company has net operating loss carryforwards aggregating approximately
$7,996,460 at December 31, 1998. The carryforwards expire in various years
through 2017.

Effective Rate Reconciliation

<TABLE>
<CAPTION>
DECEMBER 31, THREE MONTHS
-------------------------- ENDED
1997 1998 MARCH 31, 1999
--------- ----------- --------------
<S> <C> <C> <C>
U.S. statutory rate................................. 34% 34% 34%
--------- ----------- --------------
Income tax provision at U.S. statutory rate......... $(166,484) $(1,517,540) $ (152,749)
State taxes......................................... (15,641) (173,000) (15,315)
Change in valuation allowance....................... 149,934 1,660,638 165,417
Other............................................... 32,191 29,902 2,647
--------- ----------- --------------
Income tax provision................................ $ -- $ -- $ --
--------- ----------- --------------
--------- ----------- --------------
</TABLE>

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.

112
<PAGE>
UNITED STATES INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

7. STOCKHOLDERS' DEFICIT--(CONTINUED)

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, 1997 and 1998, and the three months ended March 31, 1999 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 $1,248,461,
$1,966,065 and $489,814, 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 the years ended December 31, 1997 and
1998, respectively: divided yield of 0%, risk-free interest rates of 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, 1997 and 1998 were $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.

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 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 498,546 options
exercisable at December 31, 1998.

113
<PAGE>
UNITED STATES INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

7. STOCKHOLDERS' DEFICIT--(CONTINUED)

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.

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, 1997 and 1998, and for the three months ended March 31, 1999, was $99,118,
$145,770, and $68,009 respectively, including rent to the stockholders of
$49,072, $76,896, and $20,093, 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.

114
<PAGE>
UNITED STATES INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

8. COMMITMENTS AND CONTINGENCIES--(CONTINUED)

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 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

115
<PAGE>
UNITED STATES INTERNET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

10. PENDING TRANSACTION--(CONTINUED)

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.

116
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Members
Internet Partners of America, LC

We have audited the accompanying balance sheet of Internet Partners of America,
LC, as of December 31, 1998, and the related statements of operations, members'
deficit, and cash flows for the years ended December 31, 1997 and 1998, and the
three months ended March 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 Internet Partners of America,
LC at December 31, 1998, and the results of its operations and its cash flows
for the years ended December 31, 1997 and 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
May 13, 1999

117
<PAGE>
INTERNET PARTNERS OF AMERICA, LC
BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
ASSETS
Current assets:
Accounts receivable, net of allowance for doubtful accounts of $93,310............................ $ 20,142
Due from members.................................................................................. 232,990
------------
Total current assets................................................................................ 253,132
Property and equipment, net......................................................................... 1,946,186
Intangible assets, net.............................................................................. 1,443,004
------------
Total assets........................................................................................ $3,642,322
------------
------------

LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
Line of credit.................................................................................... $ 150,000
Cash overdraft.................................................................................... 184,906
Accounts payable.................................................................................. 426,204
Accrued expenses.................................................................................. 95,586
Unearned revenues................................................................................. 69,582
Current maturities of long-term debt.............................................................. 802,236
Due to seller..................................................................................... 454,709
Due to members.................................................................................... 22,500
------------

Total current liabilities........................................................................... 2,205,723
Long-term debt, net of current maturities........................................................... 2,600,145
Members' deficit.................................................................................... (1,163,546)
------------
Total liabilities and members' deficit.............................................................. $3,642,322
------------
------------
</TABLE>

See accompanying notes.

118
<PAGE>
INTERNET PARTNERS OF AMERICA, LC
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
-------------------------- ENDED
1997 1998 MARCH 31, 1999
----------- ----------- --------------
<S> <C> <C> <C>
REVENUES:
Access revenues................................................... $ 1,745,445 $ 4,274,630 $1,589,712
Other revenues.................................................... 111,356 150,947 53,030
----------- ----------- --------------
Total revenues................................................. 1,856,801 4,425,577 1,642,742

COSTS AND EXPENSES:
Cost of access revenues........................................... 976,397 1,859,301 625,400
Cost of other revenues............................................ 37,116 41,506 13,785
Operations and customer support................................... 402,133 583,987 172,931
Sales and marketing............................................... 263,654 349,409 104,410
General and administrative........................................ 626,447 1,471,226 406,360
Amortization...................................................... 77,986 127,405 113,717
Depreciation...................................................... 452,170 511,924 155,081
----------- ----------- --------------
Total costs and expenses....................................... 2,835,903 4,944,758 1,591,684
----------- ----------- --------------
(Loss) income from operations....................................... (979,102) (519,181) 51,058

OTHER INCOME (EXPENSE):
Other income...................................................... 24,750 -- --
Interest expense.................................................. (218,936) (250,054) (73,221)
----------- ----------- --------------
Net loss............................................................ $(1,173,288) $ (769,235) $ (22,163)
----------- ----------- --------------
----------- ----------- --------------
</TABLE>

See accompanying notes.

119
<PAGE>
INTERNET PARTNERS OF AMERICA, LC
STATEMENTS OF MEMBERS' DEFICIT

<TABLE>
<CAPTION>
ADDITIONAL
MEMBERS PAID-IN ACCUMULATED
CAPITAL CAPITAL DEFICIT
---------- ----------- -----------
<S> <C> <C> <C>
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)
Debt assumed by members............................................. 3,500,000 -- 3,500,000
Net loss from January 1, 1999 to March 31, 1999..................... -- (22,163) (22,163)
---------- ----------- -----------

BALANCE AT MARCH 31, 1999............................................. $5,620,427 $(3,306,136) $ 2,314,291
---------- ----------- -----------
---------- ----------- -----------
</TABLE>

See accompanying notes.

120
<PAGE>
INTERNET PARTNERS OF AMERICA, LC
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
-------------------------- ENDED
1997 1998 MARCH 31, 1999
----------- ----------- ---------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss........................................................... $(1,173,288) $ (769,235) $ (22,163)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization.................................... 530,156 639,329 268,798
Provision for doubtful accounts.................................. 79,250 63,000 (89,810)
Changes in operating assets and liabilities:
Accounts receivable.............................................. (40,215) (48,010) 75,333
Other current assets............................................. (339) 339 (14,086)
Cash overdraft................................................... 127,396 22,319 --
Accounts payable................................................. 64,275 293,600 (572,024)
Accrued expenses................................................. (1,180) 45,162 278,435
Unearned revenues................................................ 25,475 44,107 63,054
----------- ----------- ---------------
Net cash (used in) provided by operating activities................ (388,470) 290,611 (12,463)

INVESTING ACTIVITIES:
Purchases of property and equipment................................ (878,188) (932,208) (279,930)
Purchases of customer lists........................................ (456,023) (625,530) (18,652)
----------- ----------- ---------------
Net cash used in investing activities.............................. (1,334,211) (1,557,738) (298,582)

FINANCING ACTIVITIES:
Net proceeds (repayments) under line of credit..................... 221,000 (71,000) (51,076)
Proceeds from issuance of long-term debt........................... 1,468,150 3,274,290 --
Principal payments of long-term debt............................... (277,726) (1,928,663) 118,986
Net borrowings from (payments to) members.......................... 30,000 (7,500) --
Proceeds from members' capital contributions....................... 281,257 -- --
Increase in due to/from members.................................... -- -- 232,990
Net advances to related parties.................................... -- -- (477,209)
Payments on capital lease obligations.............................. -- -- 272,821
----------- ----------- ---------------
Net cash provided by financing activities.......................... 1,722,681 1,267,127 96,512
----------- ----------- ---------------
Net decrease in cash............................................... -- -- (214,533)
Cash at beginning of year.......................................... -- -- --
----------- ----------- ---------------
Cash at end of period.............................................. $ -- $ -- $ (214,533)
----------- ----------- ---------------
----------- ----------- ---------------

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............................................. $ 213,792 $ 247,243 $ 73,221
----------- ----------- ---------------
----------- ----------- ---------------
Debt assumed by members............................................ $ -- $ -- $ 3,500,000
----------- ----------- ---------------
----------- ----------- ---------------
</TABLE>

See accompanying notes.

121
<PAGE>
INTERNET PARTNERS OF AMERICA, LC
NOTES TO FINANCIAL STATEMENTS

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

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.

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.

122
<PAGE>
INTERNET PARTNERS OF AMERICA, LC
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

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, 1997 and 1998, and the three months ended March 31,
1999, the Company incurred approximately $89,000, $134,000, and $51,000
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.

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

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.

123
<PAGE>
INTERNET PARTNERS OF AMERICA, LC
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Computer equipment.................................................... $2,254,571
Furniture, fixtures, and office equipment............................. 668,976
------------
2,923,547
Less accumulated depreciation......................................... (977,361)
------------
$1,946,186
------------
------------
</TABLE>

4. INTANGIBLE ASSETS

Intangible assets consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Intangible Assets..................................................... $1,676,009
Less accumulated amortization......................................... (233,005)
------------
$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 on the statement
of operations 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 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. 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 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,
1998
------------
<S> <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................................................................................ $ 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
</TABLE>

124
<PAGE>
INTERNET PARTNERS OF AMERICA, LC
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

7. LONG-TERM DEBT--(CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
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
<S> <C>
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
------------
Total long-term debt...................................................................... 3,402,381
Less: current maturities.................................................................. (802,236)
------------
Long-term debt, net of current maturities................................................. $2,600,145
------------
------------
</TABLE>

The Company incurred interest related to the long-term debt of $218,936,
$250,054, and $64,197 for the years ended December 31, 1997 and 1998, and for
the three months ended March 31, 1999, 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, 1997 and 1998, and for the
three months ended March 31, 1999, was $49,350, $71,622, and $28,793,
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>

125
<PAGE>
INTERNET PARTNERS OF AMERICA, LC
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

8. LEASES COMMITMENTS--(CONTINUED)

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.

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 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.

126
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
ZoomNet, Inc.

We have audited the accompanying balance sheet of ZoomNet, Inc. (the 'Company')
as of December 31, 1998 and the related statements of operations, stockholders'
equity, and cash flows for the years ended December 31, 1997 and 1998, and the
three months ended March 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 ZoomNet, Inc. at December 31,
1998, and the results of its operations and its cash flows for the years ended
December 31, 1997 and 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
May 13, 1999

127
<PAGE>
ZOOMNET, INC.
BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents...................................................................... $ 36,900
Accounts receivable, less allowance for doubtful accounts of $39,000........................... 61,341
Deferred income taxes.......................................................................... 52,095
Prepaid expenses............................................................................... 2,475
------------
Total current assets........................................................................ 152,811
Property and equipment, net...................................................................... 1,016,797
Intangible assets, net of accumulated amortization of $11,799.................................... 224,186
Other assets..................................................................................... 8,336
------------
Total assets..................................................................................... $1,402,130
------------
------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................................................................... $ 100,636
Accrued expenses............................................................................... 34,475
Income tax payable............................................................................. 58,423
Unearned revenues.............................................................................. 59,355
Short-term debt................................................................................ 100,000
Current maturities of long term debt........................................................... 101,512
Current portion of capital lease obligations................................................... 100,714
------------
Total current liabilities................................................................... 555,115
Long-term debt, net of current maturities........................................................ 352,262
Capital lease obligations, net of current portion................................................ 144,790
Deferred income taxes............................................................................ 106,042
Stockholders' equity:
Common stock, no par value; 850 shares authorized, 100 shares issued and outstanding........... 15,000
Additional paid-in capital..................................................................... 55,000
Retained earnings.............................................................................. 173,921
------------
Total stockholders' equity.................................................................. 243,921
------------
Total liabilities and stockholders' equity.................................................. $1,402,130
------------
------------
</TABLE>

See accompanying notes.

128
<PAGE>
ZOOMNET, INC.
STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, THREE MONTHS
---------------------- ENDED
1997 1998 MARCH 31, 1999
-------- ---------- --------------
<S> <C> <C> <C>
REVENUES:
Access revenues...................................................... $769,851 $1,853,373 $764,893
Other revenues....................................................... 87,768 114,307 39,689
-------- ---------- --------------
Total revenues.................................................... 857,619 1,967,680 804,582

COSTS AND EXPENSES:
Cost of access revenues.............................................. 262,710 752,059 302,562
Cost of other revenues............................................... -- 20,428 10,237
Operations and customer support...................................... 109,292 175,424 55,619
Sales and marketing.................................................. 67,300 259,851 63,386
General and administrative........................................... 154,165 339,459 131,546
Depreciation......................................................... 102,602 206,776 11,799
Amortization......................................................... -- 11,799 74,773
-------- ---------- --------------
Total costs and expenses.......................................... 696,069 1,765,796 649,922
-------- ---------- --------------
Income from operations................................................. 161,550 201,884 154,660

OTHER INCOME (EXPENSE):
Interest expense..................................................... (18,144) (40,895) (17,016)
Other income (expense), net.......................................... -- (748) (506)
-------- ---------- --------------
Income before provision for income taxes............................... 143,406 160,241 137,138
Provision for income taxes........................................... 57,341 63,153 49,210
-------- ---------- --------------
Net income............................................................. $ 86,065 $ 97,088 $ 87,928
-------- ---------- --------------
-------- ---------- --------------
</TABLE>

See accompanying notes.

129
<PAGE>
ZOOMNET, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL RETAINED TOTAL
----------------- PAID-IN (DEFICIT) STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
------ ------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
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
Debt assumed by stockholders......................... -- -- 533,922 -- 533,922
Net income from January 1, 1999 to March 31, 1999.... -- -- -- 87,928 87,928
------ ------- ---------- -------- -------------
BALANCE AT MARCH 31, 1999.............................. 100 $15,000 $ 588,922 $261,849 $ 865,771
------ ------- ---------- -------- -------------
------ ------- ---------- -------- -------------
</TABLE>

See accompanying notes.

130
<PAGE>
ZOOMNET, INC.
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
----------------------- ENDED
1997 1998 MARCH 31, 1999
--------- -------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income........................................................... $ 86,065 $ 97,088 $ 87,928
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation....................................................... 102,602 206,776 86,572
Amortization....................................................... -- 11,799 --
Allowance for doubtful accounts.................................... 14,200 22,100 22,100
Provision for deferred income taxes................................ 53,760 7,202 49,210
Loss on sale of assets............................................. -- 748
Changes in operating assets and liabilities:
Accounts receivable............................................. (36,351) (50,587) (35,871)
Prepaid expenses................................................ (205) (2,270) (651)
Other assets.................................................... (7,180) 430 (14,627)
Accounts payable................................................ 14,488 53,812 (20,419)
Accrued expenses................................................ 3,783 23,623 71,337
Unearned revenues............................................... 10,201 38,175 40,676
Income tax payable.............................................. 3,581 53,950 --
--------- -------- --------------
Net cash provided by operating activities............................ 244,944 462,846 286,255

INVESTING ACTIVITIES:
Purchases of property and equipment.................................. (423,857) (418,083) (204,726)
Proceeds from sale of assets......................................... -- 500 --
Acquisition of intangible assets..................................... -- (235,985) --
--------- -------- --------------
Net cash used in investing activities................................ (423,857) (653,568) (204,726)

FINANCING ACTIVITIES:
Net repayments under line of credit.................................. (2,000) (23,000) (19,852)
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......................... (59,590) (65,167) --
Other financing...................................................... -- -- (31,148)
--------- -------- --------------
Net cash provided by (used in) financing activities.................. 208,607 195,410 (51,000)
--------- -------- --------------
Net increase in cash and cash equivalents............................ 29,694 4,688 30,529
Cash and cash equivalents at beginning of year....................... 2,518 32,212 36,900
--------- -------- --------------
Cash and cash equivalents at end of year............................. $ 32,212 $ 36,900 $ 67,429
--------- -------- --------------
--------- -------- --------------

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest............................................... $ 18,144 $ 38,555 $ 17,016
--------- -------- --------------
--------- -------- --------------
Cash paid for income taxes........................................... $ -- $ 2,001 $ --
--------- -------- --------------
--------- -------- --------------
Capital lease obligations incurred................................... $ 128,198 $217,755 $ --
--------- -------- --------------
--------- -------- --------------
Debt assumed by stockholders......................................... $ -- $ -- $533,922
--------- -------- --------------
--------- -------- --------------
</TABLE>

See accompanying notes.

131
<PAGE>
ZOOMNET, INC.
NOTES TO FINANCIAL STATEMENTS

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

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.

132
<PAGE>
ZOOMNET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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, $53,036, and $15,049 were
recorded during the years ended December 31, 1997 and 1998, and the three months
ended March 31, 1999, respectively, relating to these non-monetary transactions.
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, 1997 and 1998, and for the three months ended March 31,
1999, the Company expensed $52,827, $186,873, and $18,733, 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.

133
<PAGE>
ZOOMNET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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.

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 during the year ended December 31, 1998.

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:

DECEMBER 31,
1998
------------
Computer equipment..................................... $1,099,174
Furniture, fixtures, and office equipment.............. 90,967
Leasehold improvements................................. 155,820
-----------
1,345,961
Less accumulated depreciation.......................... 329,164
-----------
$1,016,797
-----------
-----------

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.

134
<PAGE>
ZOOMNET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

6. LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <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%........................................................... 113,691
Note payable to a bank, due in monthly installments of $500 through May 2000,
including interest at 8.93%................................................... 8,390
Note payable to a bank, due in monthly installments of $3,819 through August
2000, including interest at 7.875%............................................ 71,359
-----------
Total long-term debt............................................................ 453,774
Less: current maturities........................................................ (101,512)
-----------
Long-term debt, net of current maturities....................................... $ 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 and approximately
$5,700 for the three months ended March 31, 1999. 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, 1997 and 1998, and for
the three months ended March 31, 1999, was $7,740, $17,381, and $4,519,
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.

135
<PAGE>
ZOOMNET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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 was comprised of the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
---------------------------------------------------- ENDED
1997 1998 MARCH 31, 1999
------------------------ ------------------------ --------------
<S> <C> <C> <C>
Current:
Federal....................................... $ 2,782 $ 44,861 $ 34,956
State......................................... 799 11,090 8,642
---------- ---------- --------------
3,581 55,951 43,598
Deferred:
Federal....................................... 41,761 5,594 4,359
State......................................... 11,999 1,608 1,253
---------- ---------- --------------
53,760 7,202 5,612
---------- ---------- --------------
$ 57,341 $ 63,153 $ 49,210
---------- ---------- --------------
---------- ---------- --------------
</TABLE>

The Company's deferred tax assets and liabilities were as follows:

DECEMBER 31,
1998
------------
Deferred tax assets:
Cash to accrual adjustment.......................... $ 36,545
Reserve for bad debts............................... 15,550
------------
Total deferred tax assets............................. 52,095
Deferred tax liabilities--depreciation................ 106,042
------------
Net deferred tax liabilities.......................... $(53,947)
------------
------------

136
<PAGE>
ZOOMNET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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, THREE MONTHS
------------------------------------------------ ENDED
1997 1998 MARCH 31, 1999
---------------------- ---------------------- --------------
<S> <C> <C> <C>
Federal income tax expense at statutory rates............. $ 48,758 $ 54,482 $ 46,627
State income tax expense, net of federal taxes............ 8,447 8,380 7,172
Other..................................................... 136 291 (4,589)
---------- ---------- --------------
Provision for income taxes................................ $ 57,341 $ 63,153 $ 49,210
---------- ---------- --------------
---------- ---------- --------------
</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.

137
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Palm.Net, USA, Inc.

We have audited the accompanying balance sheet of Palm.Net, USA, Inc. as of
December 31, 1998, and the related statements of operations, stockholders'
equity (deficit), and cash flows for the years ended December 31, 1997 and 1998,
and the three months ended March 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 Palm.Net, USA, Inc. at December
31, 1998, and the results of its operations and its cash flows for the years
ended December 31, 1997 and 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
May 13, 1999

138
<PAGE>
PALM.NET, USA, INC.
BALANCE SHEET

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses............................................................. $ 22,028
Deferred revenues................................................................................. 58,585
------------
Total current liabilities...................................................................... 80,613
Stockholders' equity:
Common stock, $1 par value; 7,500 shares authorized, 100 shares issued and outstanding............ 100
Additional paid-in capital........................................................................ 400
Retained earnings................................................................................. 84,762
------------
Total stockholders' equity..................................................................... 85,262
------------
Total liabilities and stockholders' equity..................................................... $165,875
------------
------------
</TABLE>

See accompanying notes.

139
<PAGE>
PALM.NET, USA, INC.
STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, THREE MONTHS
----------------------- ENDED
1997 1998 MARCH 31, 1999
-------- -------- --------------
<S> <C> <C> <C>
REVENUES:
Access revenues..................................................... $399,390 $583,930 $206,529
Other revenues...................................................... 33,021 41,992 9,647
-------- -------- --------
Total revenues................................................... 432,411 625,922 216,176
COSTS AND EXPENSES:
Cost of access revenues............................................. 130,292 148,787 53,780
Cost of other revenues.............................................. 6,000 13,750 455
Operations and customer support..................................... 55,549 63,358 25,479
Sales and marketing................................................. 45,732 63,171 19,626
General and administrative.......................................... 91,805 182,249 56,145
Depreciation........................................................ 23,202 35,300 8,927
-------- -------- --------
Total costs and expenses......................................... 352,580 506,615 164,412
-------- -------- --------
Income from operations................................................ 79,831 119,307 51,764
OTHER INCOME (EXPENSE):
Interest income..................................................... 170 300 --
Interest expense.................................................... (11,541) (7,880) --
Miscellaneous income (expense), net................................. (4,127) (40,385) --
-------- -------- --------
(15,498) (47,965) --
-------- -------- --------
Net income............................................................ $ 64,333 $ 71,342 $ 51,764
-------- -------- --------
-------- -------- --------
UNAUDITED PRO FORMA INFORMATION:
Net income.......................................................... $ 64,333 $ 71,342 $ 51,764
Pro forma income tax provision (see Note 2)......................... 5,281 27,015 20,705
-------- -------- --------
Pro forma net income................................................ $ 59,052 $ 44,327 $ 31,059
-------- -------- --------
-------- -------- --------
</TABLE>

See accompanying notes.

140
<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 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
Stockholder distributions.............................. -- -- -- (10,034) (10,034)
Net income from January 1, 1999 to March 31, 1999...... -- -- -- 51,764 51,764
------ ------ ---------- -------- -------------
BALANCE AT MARCH 31, 1999................................ 100 $100 $400 $126,492 $ 126,992
------ ------ ---------- -------- -------------
------ ------ ---------- -------- -------------
</TABLE>

See accompanying notes.

141
<PAGE>
PALM.NET, USA, INC.
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
----------------------- ENDED
1997 1998 MARCH 31, 1999
-------- -------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income............................................................ $ 64,333 $ 71,342 $ 51,764
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization....................................... 23,202 35,300 8,927
Changes in operating assets and liabilities:
Accounts receivable.............................................. (3,498) 2,540 1,911
Prepaid expenses................................................. (122) (2,440) (261)
Other current assets............................................. -- -- (1,705)
Accounts payable and accrued expenses............................ (4,536) 761 5,665
Deferred revenues................................................ 22,340 22,821 (12,709)
-------- -------- --------
Net cash provided by operating activities............................. 101,719 130,324 53,592
INVESTING ACTIVITIES
Purchases of property and equipment................................... (63,114) (72,367) (8,632)
-------- -------- ---------
Net cash used in investing activities................................. (63,114) (72,367) (8,632)
FINANCING ACTIVITIES
Decrease in due to/from stockholders.................................. (27,679) (57,811) (22,350)
Distributions to stockholders......................................... -- -- (10,034)
-------- -------- --------
Net cash used in financing activities................................. (27,679) (57,811) (32,384)
-------- -------- --------
Net increase in cash and cash equivalents............................. 10,926 146 12,576
Cash and cash equivalents at beginning of year........................ 4,550 15,476 15,622
-------- -------- --------
Cash and cash equivalents at end of period............................ $ 15,476 $ 15,622 $ 28,198
-------- -------- --------
-------- -------- --------
</TABLE>

See accompanying notes.

142
<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.

143
<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
years ended December 31, 1997 and 1998, and for the three months ended March 31,
1999, the Company expensed $20,469, $28,349, and $9,578, 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.

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.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Computer equipment........................................................................ $194,649
Furniture, fixtures, and office equipment................................................. 11,344
Leasehold improvements.................................................................... 2,985
Less accumulated depreciation and amortization............................................ (64,781)
------------
$144,197
------------
------------
</TABLE>

144
<PAGE>
PALM.NET, USA, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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 years ended December
31, 1997 and 1998, and for the three months ended March 31, 1999, was $10,338,
$10,438, and $3,754, 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 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 years ended December 31, 1997 and 1998, and for the three
months ended March 31, 1999 was $11,541, $7,880, and $0, 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.

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.

145
<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 sheet of Internet Access
Group, Inc. as of December 31, 1998, and the related combined statements of
operations, stockholders' deficit, and cash flows for the years ended December
31, 1997 and 1998, and the three months ended March 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 combined financial statements referred to above present
fairly, in all material respects, the financial position of Internet Access
Group, Inc. at December 31, 1998, and the combined results of its operations and
its cash flows for the years ended December 31, 1997 and 1998, and the three
months ended March 31, 1999, 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 financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

/S/ ERNST & YOUNG LLP

McLean, Virginia
May 13, 1999

146
<PAGE>
INTERNET ACCESS GROUP, INC.
COMBINED BALANCE SHEET

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses............................................................. $ 186,182
Deferred revenues................................................................................. 167,484
Notes payable--current portion.................................................................... 41,195
Capital lease obligations--current portion........................................................ 65,222
------------
Total current liabilities...................................................................... 460,083
Notes payable, net of current portion............................................................... 151,178
Capital lease obligations, net of current portion................................................... 85,080

Stockholders' deficit:
Common stock, $1 par value; 100 shares issued and outstanding..................................... 100
Additional paid-in capital........................................................................ 17,570
Accumulated deficit............................................................................... (221,460)
------------
Total stockholders' deficit.................................................................... (203,790)
------------
Total liabilities and stockholders' deficit.................................................... $ 492,551
------------
------------
</TABLE>

See accompanying notes.

147
<PAGE>
INTERNET ACCESS GROUP, INC.
COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
------------------------ ENDED
1997 1998 MARCH 31, 1999
---------- ---------- --------------
<S> <C> <C> <C>
REVENUES:
Access revenues.................................................... $ 947,952 $1,402,635 $328,315
Other revenues..................................................... 231,482 131,742 56,012
---------- ---------- --------
Total revenues.................................................. 1,179,434 1,534,377 384,327
COSTS AND EXPENSES:
Cost of access revenues............................................ 331,901 558,046 151,649
Cost of other revenues............................................. 174,509 99,365 13,838
Operations and customer support.................................... 147,854 214,746 46,347
Sales and marketing................................................ 122,885 161,627 39,909
General and administrative......................................... 340,341 498,836 143,616
Depreciation....................................................... 25,807 60,668 16,216
---------- ---------- --------
Total costs and expenses........................................ 1,143,297 1,593,288 411,575
---------- ---------- --------
Income (loss) from operations........................................ 36,137 (58,911) (27,248)
OTHER INCOME (EXPENSE):
Interest income.................................................... 121 1,207 243
Interest expense................................................... (24,136) (34,450) (22,100)
Other expense...................................................... -- -- (662)
---------- ---------- --------
Income (loss) before income tax benefit.............................. 12,122 (92,154) (49,767)
Income tax benefit................................................... -- -- (41,092)
---------- ---------- --------
Net income (loss).................................................... $ 12,122 $ (92,154) $ (8,675)
---------- ---------- --------
---------- ---------- --------
</TABLE>

See accompanying notes.

148
<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, 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)
Net loss from January 1, 1999 to
March 31, 1999.................................... -- -- -- (8,675) (8,675)
------ ------ ---------- ----------- -------------
BALANCE AT MARCH 31, 1999.............................. 100 $100 $ 17,570 $(230,135) $(212,465)
------ ------ ---------- ----------- -------------
------ ------ ---------- ----------- -------------
</TABLE>

See accompanying notes.

149
<PAGE>
INTERNET ACCESS GROUP, INC.
COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
----------------------- ENDED
1997 1998 MARCH 31, 1999
--------- -------- --------------

<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss).................................................... $ 12,122 $(92,154) $ (8,675)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization...................................... 25,807 60,668 16,216
Accrued interest................................................... 18,583 21,864 --
Income tax benefit................................................. -- -- (41,092)
Changes in operating assets and liabilities:
Accounts receivable trade....................................... 51,298 (59,514) 17,682
Other current assets............................................ -- (8,257) (11,220)
Accounts payable and accrued expenses........................... (122,184) 138,237 (30,790)
Deferred revenues............................................... 54,154 23,258 37,761
--------- -------- ----------
Net cash provided by (used in) operating activities.................. 39,780 84,102 (20,118)
INVESTING ACTIVITIES:
Purchases of property and equipment.................................. (22,128) (38,649) (5,508)
Increase in accounts receivable--stockholder......................... (40,220) (5,000) --
--------- -------- ----------
Net cash used in investing activities................................ (62,348) (43,649) (5,508)
FINANCING ACTIVITIES:
Net proceeds (repayments) from borrowing on notes payable............ 11,726 (6,231) (192,373)
Payments on obligations under capital leases......................... -- (34,670) (1,110)
Net advances from related parties.................................... -- -- 200,844
--------- -------- ----------
Net cash provided by (used in) financing activities.................. 11,726 (40,901) 7,361
--------- -------- ----------
Net decrease in cash and cash equivalents............................ (10,842) (448) (18,265)
Cash and cash equivalents at beginning of year....................... 34,644 23,802 23,354
--------- -------- ----------
Cash and cash equivalents at end of period........................... $ 23,802 $ 23,354 $ 5,089
--------- -------- ----------
--------- -------- ----------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest............................................... $ 5,752 $ 17,028 $ 22,100
--------- -------- ----------
--------- -------- ----------
Capital lease obligations incurred................................... $ 26,948 $152,472 $ --
--------- -------- ----------
--------- -------- ----------
</TABLE>

See accompanying notes.

150
<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
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.

151
<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

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, 1997 and 1998, and for the three months ended March 31,
1999, the Company expensed $38,055, $38,637, and $10,272, 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.

152
<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 year ended December 31, 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.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

DECEMBER 31,
1998
------------
Computer equipment.............................................. $314,257
Other fixed assets.............................................. 22,037
------------
336,294
Less accumulated depreciation and amortization.................. (97,574)
------------
$238,720
------------
------------

153
<PAGE>
INTERNET ACCESS GROUP, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

4. NOTES PAYABLE

Notes payable consists of the following:

DECEMBER 31,
1998
------------
Promissory notes payable, interest at 12%....................... $180,899
Secured automobile loan......................................... 11,474
------------
Total notes payable........................................... 192,373
Less: current portion......................................... (41,195)
------------
Notes payable, noncurrent....................................... $151,178
------------
------------

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, 1997 and 1998, and for the three months ended March 31, 1999, was $38,990,
$34,288, and $9,539, respectively. The Company also leases certain computer
equipment under agreements which have been accounted for as capital leases.

154
<PAGE>
INTERNET ACCESS GROUP, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

5. COMMITMENTS--(CONTINUED)

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:

DECEMBER 31, 1998
---------------------
CAPITAL OPERATING
-------- ---------
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
--------
--------

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 year ended December 31, 1997, as the Company
would have provided a full valuation allowance against the deferred tax asset
had it been a C Corporation.

The components of the Company's income tax benefit are as follows:

THREE MONTHS
ENDED
MARCH 31, 1999
--------------------
Deferred:
Federal................................................ 34,928
State.................................................. 6,164
----------
Total Deferred...................................... $ 41,092
----------
----------

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:

THREE MONTHS
ENDED
MARCH 31, 1999
--------------
Federal income tax benefit at statutory rates................. $ 16,921
State income tax benefit net of federal taxes................. 1,742
Other......................................................... 22,429
--------------
Income tax benefit............................................ $ 41,092
--------------
--------------

155
<PAGE>
INTERNET ACCESS GROUP, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

8. RELATED PARTY TRANSACTIONS

At December 31, 1998 the Company reported amounts receivable from
stockholder of $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.

156
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Members
Midwest Internet, L.L.C.

We have audited the accompanying balance sheet of Midwest Internet, L.L.C. as of
December 31, 1998, and the related statements of operations, changes in members'
deficit, and cash flows for the years ended December 31, 1997 and 1998, and the
three months ended March 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 Midwest Internet, L.L.C. at
December 31, 1998, and the results of its operations and its cash flows for the
years ended December 31, 1997 and 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
May 13, 1999

157
<PAGE>
MIDWEST INTERNET, L.L.C.
BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------

<S> <C>
ASSETS

Current assets:

Cash and cash equivalents......................................................................... $ 80,350

Accounts receivable, less allowance of $45,049.................................................... 353,887

Other current assets.............................................................................. 1,687
------------

Total current assets........................................................................... 435,924

Property and equipment, net......................................................................... 991,605

Intangibles assets.................................................................................. 433,539

Other assets........................................................................................ 6,294
------------

Total assets................................................................................... $1,867,362
------------
------------

LIABILITIES AND MEMBERS' DEFICIT

Current liabilities:

Accounts payable.................................................................................. $ 259,446

Accrued expenses.................................................................................. 6,589

Unearned revenues................................................................................. 97,948

Notes payable..................................................................................... 889,256

Current portion of capital lease obligations...................................................... 289,978
------------

Total current liabilities...................................................................... 1,543,217

Notes payable, less current portion................................................................. 181,082

Capital lease obligations, less current portion..................................................... 328,702

Members' deficit.................................................................................... (185,639)
------------

Total liabilities and members' deficit......................................................... $1,867,362
------------
------------
</TABLE>

See accompanying notes.

158
<PAGE>
MIDWEST INTERNET, L.L.C.
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
------------------------ ENDED
1997 1998 MARCH 31, 1999
---------- ---------- --------------

<S> <C> <C> <C>
REVENUES:

Access revenues.................................................... $2,302,702 $3,925,868 $1,514,562

Other revenues..................................................... 220,426 165,198 81,666
---------- ---------- ----------

Total revenues.................................................. 2,523,128 4,091,066 1,596,228

COSTS AND EXPENSES:

Costs of access and other revenues................................. 922,467 1,364,873 565,535

Operations and customer support.................................... 337,608 423,200 126,494

Sales and marketing................................................ 186,993 490,132 180,080

General and administrative......................................... 716,246 987,954 308,840

Depreciation and amortization...................................... 301,244 324,711 120,000
---------- ---------- ----------

Total costs and expenses........................................ 2,464,558 3,590,870 1,300,949
---------- ---------- ----------

Income from operations............................................... 58,570 500,196 295,279

OTHER INCOME (EXPENSE):

Interest expense................................................... (102,004) (106,066) (23,016)

Other income (expense), net........................................ 37,269 9,288 --
---------- ---------- ----------

Net (loss) income.................................................... $ (6,165) $ 403,418 $ 272,263
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See accompanying notes.

159
<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, 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)

Distributions........................................................ -- (5,574) (5,574)

Net income from January 1, 1999 to March 31, 1999.................... -- 272,263 272,263
------------- ---------- ----------

BALANCE AT MARCH 31, 1999.............................................. $ 159,625 $ (78,575) $ 81,050
------------- ----------- ----------
------------- ----------- ----------
</TABLE>

See accompanying notes.

160
<PAGE>
MIDWEST INTERNET, L.L.C.
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
---------------------------- ENDED
1997 1998 MARCH 31, 1999
------------ ------------ --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net (loss) income................................................. $ (6,165) $ 403,418 $ 272,263
Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
Depreciation and amortization................................... 301,244 324,711 120,000
Gain on sale or disposal of equipment........................... (37,269) (8,868) --
Changes in operating assets and liabilities:
Accounts receivable, net..................................... 41,314 (133,706) (161,275)
Other assets................................................. (1,341) (6,640) 1,211
Accounts payable............................................. (130,879) 49,322 16,581
Accrued expenses............................................. (7,412) (16,196) 83,482
Unearned revenues............................................ 11,174 (14,525) 130,874
------------ ------------ --------------
Net cash provided by operating activities......................... 170,666 597,516 463,136
INVESTING ACTIVITIES
Acquisition of MyChoice Internet.................................. -- (14,960) --
Purchases of property and equipment............................... (120,322) (84,444) (400,156)
Proceeds from disposal of property and equipment.................. 100,385 9,504 --
------------ ------------ --------------
Net cash used in investing activities............................. (19,937) (89,900) (400,156)
FINANCING ACTIVITIES
Proceeds from issuance of notes payable........................... 1,130 -- --
Principal payments of notes payable............................... (157,658) (208,404) (1,070,338)
Payments on obligations under capital leases...................... (50,340) (169,046) 203,185
Distributions to member........................................... -- -- (5,574)
Net advances from (to) related parties............................ 83,811 (90,778) 971,104
------------ ------------ --------------
Net cash (used in) provided by financing activities............... (123,057) (468,228) 98,377
------------ ------------ --------------
Net increase in cash and cash equivalents......................... 27,672 39,388 161,357
Cash and cash equivalents at beginning of year.................... 13,290 40,962 80,350
------------ ------------ --------------
Cash and cash equivalents at end of period........................ $ 40,962 $ 80,350 $ 241,707
------------ ------------ --------------
------------ ------------ --------------
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest............................................ $ 102,004 $ 106,066 $ 23,016
------------ ------------ --------------
------------ ------------ --------------
Capital lease obligations incurred................................ $ 243,595 $ 594,470 $ --
------------ ------------ --------------
------------ ------------ --------------
</TABLE>

See accompanying notes.

161
<PAGE>
MIDWEST INTERNET, L.L.C.
NOTES TO FINANCIAL STATEMENTS

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.

Intangible Assets

Intangible 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

162
<PAGE>
MIDWEST INTERNET, L.L.C.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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, 1997 and 1998, and the three months ended March 31,
1999, the Company expensed $27,554, $82,156, $10,857, 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.

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 and Income Taxes, as if the Company had
been subject to federal and state income taxes for all periods presented.

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.

163
<PAGE>
MIDWEST INTERNET, L.L.C.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Computer equipment.............................................................. $1,746,412
Furniture, fixtures, and office equipment....................................... 23,263
Vehicles........................................................................ 25,780
------------
1,795,455
Less accumulated depreciation and amortization.................................. 803,850
------------
$ 991,605
------------
------------
</TABLE>

4. NOTES PAYABLE

Notes payable consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <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%.......... $ 455,520
Demand note payable to bank, semi-annual installments of $25,518 through maturity in
October 2001, including interest at prime plus 1%....................................... 130,751
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
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
------------
1,070,338
Less current portion...................................................................... 889,256
------------
$ 181,082
------------
------------
</TABLE>

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 $84,847, $66,257 and
$13,494 for the years ended December 31, 1997 and 1998, and the three months
ended March 31, 1999, 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.

164
<PAGE>
MIDWEST INTERNET, L.L.C.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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, 1997 and 1998, and the three months ended March 31, 1999, was
$53,370, $97,024, and $30,402, 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 $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>

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.

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.

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, 1997 and 1998, and the three months ended March 31,
1999, the Company expensed payments for services provided from these related
parties of $31,600, $66,696, and $13,462, 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.

165
<PAGE>
MIDWEST INTERNET, L.L.C.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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 year ended
December 31, 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 and three months ended March 31, 1999, 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 DECEMBER 31,
-------------------------
1997 1998
---------- -----------
<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 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.

166
<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 and the three months ended
March 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 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 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
May 13, 1999

167
<PAGE>
REPORT OF KEVIN J. TOCHTROP, INDEPENDENT AUDITOR

To the Members,
Internet Solutions, LLC

I have audited the statements of operations, members' equity, and cash flows of
Internet Solutions, LLC for the year ended December 31, 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 audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the results of operations and cash flows of Internet
Solutions, LLC for the year ended December 31, 1997, in conformity with
generally accepted accounting principles.

/S/ KEVIN J. TOCHTROP

Kevin J. Tochtrop
Certified Public Accountant
Washington, Missouri
December 3, 1998

168
<PAGE>
INTERNET SOLUTIONS, LLC
(A LIMITED LIABILITY COMPANY)
BALANCE SHEET

LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Line of credit, related party..................................................................... $150,000
Notes payable..................................................................................... 127,893
Accounts payable.................................................................................. 42,879
Accrued expenses.................................................................................. 44,222
Unearned revenues................................................................................. 68,294
Current portion of capital lease obligations...................................................... 58,948
Other current liabilities......................................................................... 25,631
------------
Total current liabilities...................................................................... 517,867
------------
Capital lease obligations, net of current portion................................................... 47,902
Commitments......................................................................................... --
Members' equity:
Members' capital.................................................................................. 184,800
Accumulated deficit............................................................................... (29,506)
------------
Total members' equity.......................................................................... 155,294
------------
Total liabilities and members' equity.......................................................... $721,063
------------
------------
</TABLE>

See accompanying notes.

169
'<PAGE>
INTERNET SOLUTIONS, LLC
(A LIMITED LIABILITY COMPANY)
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
------------------------ ENDED
1997 1998 MARCH 31, 1999
-------- ---------- --------------
<S> <C> <C> <C>
Revenues:
Access revenues................................................... $443,424 $ 996,590 $409,922
Other revenues.................................................... 2,633 5,945 3,065
-------- ---------- --------
Total revenues................................................. 446,057 1,002,535 412,987
COSTS AND EXPENSES:
Cost of access revenues and other revenues........................ 165,741 371,893 154,923
Operations and customer support................................... 58,423 174,202 36,200
Sales and marketing............................................... 15,760 38,957 42,313
General and administrative........................................ 160,163 204,092 78,718
Amortization...................................................... 6,635 27,675 14,121
Depreciation...................................................... 33,582 72,419 64,304
-------- ---------- --------
Total costs and expenses....................................... 440,304 889,238 390,579
-------- ---------- --------
Income from operations.............................................. 5,753 113,297 22,408
OTHER INCOME (EXPENSE):
Interest income................................................... 277 369 316
Interest expense.................................................. (6,807) (21,075) (10,174)
-------- ---------- --------
Net (loss) income................................................... $ (777) $ 92,591 $ 12,550
-------- ---------- --------
-------- ---------- --------
UNAUDITED PRO FORMA INFORMATION:
Net (loss) income................................................. $ (777) $ 92,591 $ 12,550
Pro forma income tax provision.................................... -- 12,517 5,020
-------- ---------- --------
Pro forma net (loss) income....................................... $ (777) $ 80,074 $ 7,530
-------- ---------- --------
-------- ---------- --------
</TABLE>

See accompanying notes.

170
<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, 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
Debt assumed by stockholder.............................................. 241,000 -- 241,000
Net income from January 1, 1999 to March 31, 1999........................ -- 12,550 12,550
-------- ----------- --------
BALANCE AT MARCH 31, 1999.................................................. $425,800 $ (16,956) $408,844
-------- ----------- --------
-------- ----------- --------
</TABLE>

See accompanying notes.

171
<PAGE>
INTERNET SOLUTIONS, LLC
(A LIMITED LIABILITY COMPANY)
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
------------------------ ENDED
1997 1998 MARCH 31, 1999
--------- --------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net (loss) income................................................... $ (777) $ 92,591 $ 12,550
Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
Depreciation and amortization..................................... 40,217 100,094 78,425
Compensation expense for members' equity.......................... 22,400 -- --
Changes in operating assets and liabilities:
Accounts receivable............................................ (15,316) (5,636) (22,985)
Other current assets........................................... (2,975) 1,399 2
Accounts payable............................................... (5,674) 23,837 (4,358)
Accrued expenses............................................... 5,498 37,058 (21,414)
Unearned revenues.............................................. 28,167 (12,218) 59,303
Other current liabilities...................................... -- 25,631 (80)
--------- --------- --------
Net cash provided by operating activities........................... 71,540 262,756 101,443
INVESTING ACTIVITIES:
Purchases of property and equipment................................. (154,053) (152,916) (93,738)
Subscriber list acquisition......................................... (66,349) (120,000) --
--------- --------- --------
Net cash used in investing activities............................... (220,402) (272,916) (93,738)
FINANCING ACTIVITIES:
Net proceeds under line of credit................................... 150,000 -- (36,893)
Proceeds from note payable.......................................... -- 91,000 --
Principal payments of notes payable................................. -- (6,843) --
Payments on obligations under capital leases........................ -- (19,103) 34,602
Distributions of capital............................................ -- (40,000) --
Net advances from related parties................................... -- -- 31,000
--------- --------- --------
Net cash provided by financing activities........................... 150,000 25,054 28,709
--------- --------- --------
Net increase in cash and cash equivalents........................... 1,138 14,894 36,414
Cash and cash equivalents at beginning of year...................... 14,839 15,977 30,871
--------- --------- --------
Cash and cash equivalents at end of period.......................... $ 15,977 $ 30,871 $ 67,285
--------- --------- --------
--------- --------- --------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest.............................................. $ 5,533 $ 18,609 $ 10,174
--------- --------- --------
--------- --------- --------
Capital lease obligation incurred................................... $ -- $ 125,953 $ --
--------- --------- --------
--------- --------- --------
Debt assumed by stockholder......................................... $ -- $ -- $241,000
--------- --------- --------
--------- --------- --------
</TABLE>

See accompanying notes.

172
<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

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.

173
<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, 1997 and 1998, and the three months ended March 31,
1999, the Company expensed $19,961, $29,993, and $10,657, 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 the year ended December 31, 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 that year 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 year ended December 31,
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

174
<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,
1998
------------
<S> <C>
Computer equipment........................................................................ $456,678
Capitalized line installation............................................................. 72,558
Leasehold improvements.................................................................... 2,469
Furniture, fixtures, and office equipment................................................. 9,071
------------
540,776
Less accumulated depreciation and amortization............................................ (121,723)
------------
$419,053
------------
------------
</TABLE>

4. INTANGIBLE ASSETS

Intangible assets consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Acquired customer base.................................................................... $282,430
Less accumulated amortization............................................................. (34,310)
------------
$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 maximum of $150,000, in the form
of a line of credit, bearing variable interest rate of prime plus 1% (8.75%

175
<PAGE>
INTERNET SOLUTIONS, LLC
(A LIMITED LIABILITY COMPANY)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5. ACQUISITION--(CONTINUED)

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, 1997 and 1998, and the three months ended March 31, 1999, was $7,571,
$12,485, and $3,671, respectively.

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 differences, the Company would have recognized a deferred
federal and state income tax liability of $954 as of December 31, 1998.

176
<PAGE>
INTERNET SOLUTIONS, LLC
(A LIMITED LIABILITY COMPANY)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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.

177
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors and Stockholders of
FGInet, Inc.

We have audited the accompanying balance sheet of FGInet, Inc. as of December
31, 1998, and the related statements of operations, stockholders' equity, and
cash flows for the years ended December 31, 1997 and 1998, and the three months
ended March 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 FGInet, Inc. at December 31,
1998, and the results of its operations and its cash flows for the years ended
December 31, 1997 and 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
May 13, 1999

178
<PAGE>
FGINET, INC.
BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents......................................................................... $ 66,941
Accounts receivable............................................................................... 21,645
Inventory......................................................................................... 55,898
Prepaid expenses.................................................................................. 12,377
Other current assets.............................................................................. 8,692
------------
Total current assets........................................................................... 165,553
Property and equipment, net......................................................................... 474,433
Intangible assets, net.............................................................................. 371,600
------------
Total assets................................................................................... $1,011,586
------------
------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................................................. $ 123,532
Accrued expenses.................................................................................. 11,112
Unearned revenues................................................................................. 221,803
Line of credit.................................................................................... 80,000
Notes payable..................................................................................... 357,152
------------
Total current liabilities...................................................................... 793,599
Stockholders' equity:
Voting common stock; no par value; 9,000,000 shares authorized; 3,110,000 shares issued and
outstanding.................................................................................... 406,000
Non-voting common stock; no par value; 1,000,000 shares authorized; 41,500 shares issued and
outstanding.................................................................................... 53,089
Accumulated deficit............................................................................... (241,102)
------------
Total stockholders' equity..................................................................... 217,987
------------
Total liabilities and stockholders' equity..................................................... $1,011,586
------------
------------
</TABLE>

See accompanying notes.

179
<PAGE>
FGINET, INC.
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31, THREE MONTHS
---------------------- ENDED
1997 1998 MARCH 31, 1999
-------- ---------- --------------
<S> <C> <C> <C>
REVENUES:
Access revenues...................................................... $712,427 $1,330,059 $527,773
Other revenues....................................................... 106,018 163,731 70,259
-------- ---------- --------------
Total revenues.................................................... 818,445 1,493,790 598,032
COSTS AND EXPENSES:
Cost of access revenues.............................................. 187,988 495,776 184,112
Cost of other revenues............................................... 72,575 128,387 47,750
Operations and customer support...................................... 123,629 164,848 64,042
Sales and marketing.................................................. 146,168 247,877 108,461
General and administrative........................................... 226,109 376,110 151,685
Amortization......................................................... 12,618 90,267 38,000
Depreciation......................................................... 49,239 94,834 41,000
-------- ---------- --------------
Total costs and expenses.......................................... 818,326 1,598,099 635,050
-------- ---------- --------------
Income (loss) from operations.......................................... 119 (104,309) (37,018)
OTHER INCOME:
Interest income...................................................... 2,335 1,443 239
Interest expense..................................................... -- (10,827) (1,147)
Other income (expense)............................................... 6,451 (650) --
-------- ---------- --------------
Income (loss) before provision (benefit) for income taxes.............. 8,905 (114,343) (37,926)
Provision (benefit) for income taxes................................... 9,603 (9,603) 19,575
-------- ---------- --------------
Net loss............................................................... $ (698) $ (104,740) $(57,501)
-------- ---------- --------------
-------- ---------- --------------
</TABLE>

See accompanying notes.

180
<PAGE>
FGINET, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
VOTING NON-VOTING
COMMON STOCK COMMON STOCK TOTAL
------------------- --------------- ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT SHARES AMOUNT DEFICIT EQUITY
--------- -------- ------ ------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
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
Net loss from January 1, 1999 to March 31,
1999........................................ -- -- -- -- (57,501) (57,501)
--------- -------- ------ ------- ---------- -------------
BALANCE AT MARCH 31, 1999........................ 3,110,000 $406,000 41,500 $53,089 $ (298,603) $ 160,486
--------- -------- ------ ------- ---------- -------------
--------- -------- ------ ------- ---------- -------------
</TABLE>

See accompanying notes.

181
<PAGE>
FGINET, INC.
STATEMENTS OF CASH FLOWS

INVESTING ACTIVITIES
Purchases of property and equipment................................... (130,075) (216,931) (107,204)
Proceeds from sale of equipment....................................... -- 2,630 --
Acquisition of customer base and non-compete agreements............... (8,280) (55,397) 19,113
---------- ---------- --------------
Net cash used in investing activities................................. (138,355) (269,698) (88,091)

FINANCING ACTIVITIES
Proceeds (repayments) of notes payable................................ 9,079 (105,227) --
Proceeds (repayments) from line of credit............................. -- 80,000 (80,000)
Net proceeds from issuance of common stock............................ 52,589 60,500 --
Repayments of long-term debt assumed through acquisitions............. -- -- (357,152)
Net advances from related parties..................................... -- -- 441,050
---------- ---------- --------------
Net cash provided by financing activities............................. 61,668 35,273 3,898
---------- ---------- --------------
Net increase (decrease) in cash and cash equivalents.................. 35,112 (7,757) 55,974
Cash and cash equivalents at beginning of year........................ 39,586 74,698 66,941
---------- ---------- --------------
Cash and cash equivalents at end of period............................ $ 74,698 $ 66,941 $ 122,915
---------- ---------- --------------
---------- ---------- --------------

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes............................................ $ 5,003 $ -- $ --
---------- ---------- --------------
---------- ---------- --------------
Cash paid for interest................................................ $ -- $ 3,077 $ 1,147
---------- ---------- --------------
---------- ---------- --------------
</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.

182
<PAGE>
FGINET, INC.

NOTES TO FINANCIAL STATEMENTS

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

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 differnece between the carrying value of the asset and its estimated fair
value.

183
<PAGE>
FGINET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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, 1997 and 1998, and the three months ended March 31,
1999, the Company expensed $118,769, $204,159, and $55,693, 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.

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.

184
<PAGE>
FGINET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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 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, 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.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Computer equipment........................................................................ $612,509
Furniture, fixtures, and office equipment................................................. 29,255
------------
641,764
Less accumulated depreciation............................................................. 167,331
------------
$474,433
------------
------------
</TABLE>

185
<PAGE>
FGINET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

4. INTANGIBLE ASSETS

Intangible assets consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Acquired customer base.................................................................... $433,299
Non-compete agreements.................................................................... 46,805
------------
480,104
Less accumulated amortization............................................................. 108,504
------------
$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, 1997 and 1998, and the three
months ended March 31, 1999 was $26,560, $13,855, and $12,986, respectively.

7. 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.

186
<PAGE>
FGINET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

7. STOCK OPTIONS--(CONTINUED)

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, 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, 1998 and the three months ended March 31, 1999, consistent with the
provisions of SFAS 123, the Company's net loss would have been $131,800 and
$30,400, 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 1998 and for grants in the first three months of 1999: no
dividend yield, a risk-free interest rate of 5.25%, and expected life of the
option term of 4 years.

8. INCOME TAXES

Based upon cumulative temporary differences, the Company recognized a
deferred tax asset (before valuation allowance) of $20,680 as of December 31,
1998. The deferred tax asset is mainly related to the carryforward of net
operating losses.

The components of the Company's income tax provision (benefit) are as
follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
---------------------------------------------------- ENDED
1997 1998 MARCH 31, 1999
------------------------ ------------------------ --------------
<S> <C> <C> <C>
Current federal........................................... $3,027 $ (3,027) $ --
Current state............................................. 534 (534) --
------- -------- --------------
Total current........................................... 3,561 (3,561) --
------- -------- --------------
Deferred federal.......................................... 5,135 (5,135) 16,638
Deferred state............................................ 907 (907) 2,937
------- -------- --------------
Total deferred.......................................... 6,042 (6,042) 19,575
------- -------- --------------
$9,603 $ (9,603) $ 19,575
------- -------- --------------
------- -------- --------------
</TABLE>

Effective Rate Reconciliation

<TABLE>
<CAPTION>
DECEMBER 31, THREE MONTHS
------------------------------ ENDED
1997 1998 MARCH 31, 1999
------------ ------------ --------------
<S> <C> <C> <C>
U.S. statutory rate........................................ 34% 34% 34%
------------ ------------ --------------
Income tax provision at U.S. statutory rate................ $ 3,027 $ (38,877) $(12,895)
State taxes................................................ 534 (6,861) (2,276)
Other...................................................... 6,042 36,135 34,746
------------ ------------ --------------
Income tax provision (benefit)............................. $ 9,603 $ (9,603) $ 19,575
------------ ------------ --------------
------------ ------------ --------------
</TABLE>

187
<PAGE>
FGINET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

9. ACQUISITIONS

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>

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.

188
<PAGE>
FGINET, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

9. ACQUISITIONS--(CONTINUED)

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>

10. 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 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.

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 sheet of Superhighway, Inc. d/b/a
Indynet as of December 31, 1998, and the related statements of income,
stockholder's equity, and cash flows for the years ended December 31, 1997 and
1998, and the three months ended March 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 Superhighway, Inc. d/b/a
Indynet at December 31, 1998, and the results of its operations and its cash
flows for the years ended December 31, 1997 and 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
May 13, 1999

190
<PAGE>
SUPERHIGHWAY, INC. D/B/A INDYNET
BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
ASSETS
Cash and cash equivalents........................................................................... $ 22,439
Accounts receivable, less allowance of $105,000..................................................... 117,012
------------
Total current assets........................................................................... 139,451
Property and equipment, net of accumulated depreciation............................................. 749,132
Other assets........................................................................................ 27,135
------------
Total assets................................................................................... $915,718
------------
------------

LIABILITIES AND STOCKHOLDER'S EQUITY
Line of credit...................................................................................... $ 80,000
Accounts payable.................................................................................... 82,060
Accrued expenses.................................................................................... 64,328
Current maturities of long-term debt................................................................ 22,956
Other current liabilities........................................................................... 1,075
------------
Total current liabilities...................................................................... 250,419
Long-term debt, net of current maturities........................................................... 6,057
Common stock, no par value:
Authorized--1,000 shares; issued and outstanding--500 shares...................................... 87,503
Retained earnings................................................................................. 571,739
------------
Total stockholder's equity..................................................................... 659,242
------------
Total liabilities and stockholder's equity..................................................... $915,718
------------
------------
</TABLE>

See accompanying notes.

191
<PAGE>
SUPERHIGHWAY, INC. D/B/A INDYNET
STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
-------------------------- ENDED
1997 1998 MARCH 31, 1999
---------- ---------- --------------
<S> <C> <C> <C>
REVENUES:
Access revenues................................................. $2,004,474 $2,904,989 $776,562
Other revenues.................................................. 101,816 108,394 89,602
---------- ---------- --------------
Total revenues............................................... 2,106,290 3,013,383 866,164
COSTS AND EXPENSES:
Cost of access revenues......................................... 528,000 900,834 253,460
Cost of other revenues.......................................... 27,064 46,127 12,310
Operations and customer support................................. 357,454 514,745 69,493
Sales and marketing............................................. 395,523 550,339 128,951
General and administrative...................................... 200,806 642,302 193,266
Depreciation.................................................... 137,431 208,290 55,071
Amortization.................................................... -- 795 1,356
---------- ---------- --------------
Total cost and expenses...................................... 1,646,278 2,863,432 713,907
---------- ---------- --------------
Income from operations............................................ 460,012 149,951 152,257
OTHER EXPENSE:
Interest expense................................................ 4,045 13,861 2,749
Other expense, net.............................................. 49,233 13,652 167
---------- ---------- --------------
Total other expense.......................................... 53,278 27,513 2,916
---------- ---------- --------------
Net income........................................................ $ 406,734 $ 122,438 $149,341
---------- ---------- --------------
---------- ---------- --------------
UNAUDITED PRO FORMA INFORMATION:
Net income...................................................... $ 406,734 $ 122,438 $149,341
Pro forma income tax provision (see Note 2)..................... 162,148 52,748 59,736
---------- ---------- --------------
Pro forma net income............................................ $ 244,586 $ 69,690 $ 89,605
---------- ---------- --------------
---------- ---------- --------------
</TABLE>

See accompanying notes.

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, 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
Net income from January 1, 1999 to March 31, 1999................ -- -- 149,341 149,341
Stockholder distributions........................................ -- -- (287,954) (287,954)
------ ------- --------- -------------
BALANCE AT MARCH 31, 1999.......................................... 500 $87,503 $ 433,126 $ 520,629
------ ------- --------- -------------
------ ------- --------- -------------
</TABLE>

See accompanying notes.

193
<PAGE>
SUPERHIGHWAY, INC. D/B/A INDYNET
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31, THREE MONTHS
---------------------- ENDED
1997 1998 MARCH 31, 1999
--------- --------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income............................................................. $ 406,734 $ 122,438 $ 149,341
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization........................................ 137,431 209,085 56,421
Allowance for doubtful accounts...................................... 21,500 65,000 65,000
Accounts receivable direct write-off................................. -- 195,000 --
Loss on disposal of equipment........................................ 49,233 3,649 --
Changes in operating assets and liabilities:
Accounts receivable.................................................. (142,700) (149,816) (109,408)
Other assets......................................................... (9,700) (1,591) (5,919)
Accounts payable and accrued expenses................................ (9,390) 45,499 45,617
Other current liabilities............................................ 6,495 (13,774) (1,075)
--------- --------- --------------
Net cash provided by operating activities.............................. 459,603 475,490 199,977
INVESTING ACTIVITIES
Purchases of property and equipment.................................... (549,297) (323,303) (117,813)
Proceeds from disposal of property and equipment....................... -- 41,596 --
Acquisition of business................................................ -- (23,844) 8,010
--------- --------- --------------
Net cash used in investing activities.................................. (549,297) (305,551) (109,803)
FINANCING ACTIVITIES
Net proceeds under line of credit...................................... 50,000 30,000 (80,000)
Proceeds from issuance of long-term debt............................... 63,820 -- --
Principal payments of long-term debt................................... (14,212) (20,595) (5,534)
Distributions made to stockholder...................................... (20,168) (166,528) (287,954)
Net advances from related parties...................................... -- -- 292,619
--------- --------- --------------
Net cash provided by (used in) financing activities.................... 79,440 (157,123) (80,869)
--------- --------- --------------
Net (decrease) increase in cash and cash equivalents................... (10,254) 12,816 9,305
Cash and cash equivalents at beginning of year......................... 19,877 9,623 22,439
--------- --------- --------------
Cash and cash equivalents at end of period............................. $ 9,623 $ 22,439 $ 31,744
--------- --------- --------------
--------- --------- --------------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest................................................. $ 4,045 $ 13,861 $ 2,749
--------- --------- --------------
--------- --------- --------------
</TABLE>

See accompanying notes.

194
<PAGE>
SUPERHIGHWAY, INC. D/B/A INDYNET

NOTES TO FINANCIAL STATEMENTS

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

195
<PAGE>
SUPERHIGHWAY, INC. D/B/A INDYNET

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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 the years ended December 31, 1997 and 1998, and the three
months ended March 31, 1999, access revenues and sales and marketing expense
include approximately $198,000, $297,000, and $79,000, 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. For the years
ended December 31, 1997 and 1998, and the three months ended March 31, 1999, the
Company expensed approximately $233,000, $367,000, and $5,290, 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.

196
<PAGE>
SUPERHIGHWAY, INC. D/B/A INDYNET

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
Computer equipment........................................................................ $ 851,068
Furniture, fixtures, and office equipment................................................. 20,602
Leasehold improvements.................................................................... 201,836
------------
1,073,506
Less accumulated depreciation............................................................. 324,374
------------
$ 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,
1998
------------
<S> <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................................................................. $ 29,013
Less: current maturities.................................................................. 22,956
------------
Long-term debt, net of current maturities................................................. $ 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 the years
ended 1997 and 1998, and the three months ended March 31, 1999 was approximately
$37,000, $60,000, and $24,975, respectively.

7. INCOME TAXES

197
<PAGE>
SUPERHIGHWAY, INC. D/B/A INDYNET

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

7. INCOME TAXES--(CONTINUED)

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.

198
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Lightspeed Net, Inc.

We have audited the accompanying balance sheet of Lightspeed Net, Inc. as of
December 31, 1998, and the related statements of operations, stockholder's
equity, and cash flows for the years ended December 31, 1997 and 1998, and the
three months ended March 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 Lightspeed Net, Inc. at
December 31, 1998, and the results of its operations and its cash flows for the
years ended December 31, 1997 and 1998, and the three months ended March 31,
1999, 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

McLean, Virginia
May 13, 1999

199
<PAGE>
LIGHTSPEED NET, INC.
BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
ASSETS
Current assets:
Cash.............................................................................................. $ 60,481
Accounts receivable, net.......................................................................... 268,042
Prepaid expenses.................................................................................. 15,424
Other current assets.............................................................................. 15,204
------------
Total current assets........................................................................... 359,151
Property and equipment, net......................................................................... 1,154,950
Other assets........................................................................................ 14,117
------------
Total assets................................................................................... $1,528,218
------------
------------

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Accounts payable.................................................................................. $ 117,277
Accounts payable, related party................................................................... 132,685
Accrued expenses.................................................................................. 69,899
Customer advances................................................................................. 100,386
Unearned revenues................................................................................. 346,445
------------
Total liabilities.............................................................................. 766,692

Stockholder's equity
Common stock (no par value, 100,000 shares authorized, 100 shares issued and
outstanding)................................................................................... 874,751
Additional paid-in capital........................................................................ 1,670,962
Accumulated deficit............................................................................... (1,784,187)
------------
Total stockholder's equity..................................................................... 761,526
------------
Total liabilities and stockholder's equity..................................................... $1,528,218
------------
------------
</TABLE>

See accompanying notes.

200
<PAGE>
LIGHTSPEED NET, INC.
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
------------------------- ENDED
1997 1998 MARCH 31, 1999
----------- ---------- --------------
<S> <C> <C> <C>
REVENUES:
Access revenues................................................... $ 2,941,423 $4,463,663 $1,172,335
Other revenues.................................................... 144,478 189,328 93,348
----------- ---------- ----------
Total revenues................................................. 3,085,901 4,652,991 1,265,683
COST AND EXPENSES:
Cost of access revenues........................................... 1,465,959 1,864,723 516,315
Cost of other revenues............................................ 108,127 109,903 25,566
Operations and customer support................................... 619,346 731,833 146,430
Sales and marketing............................................... 644,865 561,253 183,406
General and administrative........................................ 989,771 1,238,536 265,206
Depreciation and amortization..................................... 500,692 666,126 188,166
----------- ---------- ----------
Total cost and expenses........................................ 4,328,760 5,172,374 1,325,089
----------- ---------- ----------
Loss from operations................................................ (1,242,859) (519,383) (59,406)
OTHER INCOME (EXPENSE):
Interest income................................................... 1,510 1,972 298
Other expense..................................................... (25,427) -- --
----------- ---------- ----------
Total other (expense) income................................... (23,917) 1,972 298
----------- ---------- ----------
Net loss............................................................ $(1,266,776) $ (517,411) $ (59,108)
----------- ---------- ----------
----------- ---------- ----------
</TABLE>

See accompanying notes.

201
<PAGE>
LIGHTSPEED NET, INC.
STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
------------------ PROPRIETOR'S PAID-IN ACCUMULATED STOCKHOLDER'S
SHARES AMOUNT CAPITAL CAPITAL DEFICIT EQUITY
------ -------- ------------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
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
Net loss from January 1, 1999 to
March 31, 1999............... -- -- -- -- (59,108) (59,108)
------ -------- ------------ ---------- ----------- -------------
BALANCE AT MARCH 31, 1999......... 100 $874,751 $ -- $1,670,962 $(1,843,295) $ 702,418
------ -------- ------------ ---------- ----------- -------------
------ -------- ------------ ---------- ----------- -------------
</TABLE>

See accompanying notes.

202
<PAGE>
LIGHTSPEED NET, INC.
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
------------------------ ENDED
1997 1998 MARCH 31, 1999
----------- --------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss.............................................................. $(1,266,776) $(517,411) $ (59,108)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
Depreciation and amortization....................................... 500,692 666,126 188,166
Provision for doubtful accounts..................................... 99,944 82,289 --
Loss on sale or disposal of equipment............................... 25,427 -- --
Changes in operating assets and liabilities:
Accounts receivable.............................................. (263,282) (83,640) 6,089
Prepaid expenses................................................. (1,119) (2,145) (26,558)
Other current assets............................................. (17,758) 2,554 --
Other assets..................................................... (18,490) (4,500) (30,063)
Accounts payable................................................. 144,913 56,188 (93,983)
Customer advances................................................ 27,840 60,034 --
Accrued expenses................................................. 70,281 (64,321) (12,884)
Unearned revenues................................................ 185,479 79,078 241,354
----------- --------- ----------
Net cash (used in) provided by operating activities................... (512,849) 274,252 213,013
INVESTING ACTIVITIES
Purchases of property and equipment................................... (696,561) (700,323) (144,165)
Proceeds from disposal of property and equipment...................... 25,000 -- --
Acquisition of intangible assets...................................... -- -- (5,238)
----------- --------- ----------
Net cash used in investing activities................................. (671,561) (700,323) (149,403)
FINANCING ACTIVITIES
Shareholder's capital contributions................................... 1,240,273 430,689 --
----------- --------- ----------
Net cash provided by financing activities............................. 1,240,273 430,689 --
----------- --------- ----------
Net increase in cash.................................................. 55,863 4,618 63,610
Cash at beginning of year............................................. -- 55,863 60,481
----------- --------- ----------
Cash at end of period................................................. $ 55,863 $ 60,481 $ 124,091
----------- --------- ----------
----------- --------- ----------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes............................................ $ 800 $ 800 $ --
----------- --------- ----------
----------- --------- ----------
</TABLE>

See accompanying notes.

203
<PAGE>
LIGHTSPEED NET, INC.
NOTES TO FINANCIAL STATEMENTS

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 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 and March 31, 1999. 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

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

204
<PAGE>
LIGHTSPEED NET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

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. For the three
months ended March 31, 1999 and for the years ended December 31, 1998 and 1997,
the Company expensed $29,281, $201,276, and $254,510, respectively, as
advertising costs.

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

205
<PAGE>
LIGHTSPEED NET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

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

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,
1998
------------
<S> <C>
Computer equipment........................................................................ $2,387,639
Furniture, fixtures, and office equipment................................................. 64,392
Automobiles............................................................................... 30,013
------------
2,482,044
Less accumulated depreciation............................................................. (1,327,094)
------------
$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 including maintenance,
real estate taxes and other expense. Rent expense for the three months ended
March 31, 1999 and the years ended December 31, 1998 and 1997, was $41,797,
$133,618, and $74,719, 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>

206
<PAGE>
LIGHTSPEED NET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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 and the three months ended March 31, 1999 under the provisions
of SFAS 123, the Company's net loss would have been increased by $10,017 and
$3,759, respectively. 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.

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 was made by the Company for the
year ended December 31, 1997. 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. There were no
contributions for the three months ended March 31, 1999.

207
<PAGE>
LIGHTSPEED NET, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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 on the statement of operations
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, was $15,204, and is 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
year ended December 31, 1998 and the three months ended March 31, 1999 were
$871,192 and $141,921, 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 year ended December 31, 1997 and 1998
and the three months ended March 31, 1999, were $60,000, $60,280, and $15,840,
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.

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.

208
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Stockholders of
JPS.Net Corporation

We have audited the accompanying balance sheet of JPS.Net Corporation as of
December 31, 1998, and the related statements of operations, stockholders'
deficit, and cash flows for the period January 31, 1997 (inception) to December
31, 1997, the year ended December 31, 1998, and the three months ended March 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 consolidated financial position of JPS.Net
Corporation at December 31, 1998 and the results of its operations and its cash
flows for the period January 31, 1997 (inception) to December 31, 1997, 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.

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 financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/S/ ERNST & YOUNG LLP

McLean, Virginia
May 13, 1999

209
<PAGE>
JPS.NET CORPORATION
BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31,
1998
------------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents........................................................................ $ 1,879,658
Restricted cash.................................................................................. 327,282
Accounts receivable, net of allowance for doubtful accounts of $31,795........................... 348,742
Short-term investments........................................................................... 300,000
Inventory........................................................................................ 13,500
Notes receivable from related parties............................................................ 292,101
Prepaid expenses................................................................................. 31,127
Other current assets............................................................................. 6,000
------------
Total current assets.......................................................................... 3,198,410
Property and equipment, net........................................................................ 944,020
Lease and other deposits........................................................................... 179,482
------------
Total assets................................................................................ $ 4,321,912
------------
------------

LIABILITY AND STOCKHOLDERS' DEFICIT
Current liabilities:
Note payable to former stockholder, current...................................................... $ 289,543
Accounts payable................................................................................. 193,847
Accrued expenses................................................................................. 520,608
Unearned revenues................................................................................ 5,583,406
------------
Total current liabilities..................................................................... 6,587,404
Note payable to former stockholder, net of current portion....................................... 700,544
------------
Total liabilities............................................................................. 7,287,948

Stockholders' deficit:
Capital stock, no par value (10 million shares authorized; 4,708,947 shares issued and
outstanding).................................................................................. 12,582
Accumulated deficit.............................................................................. (2,978,618)
------------
Total stockholders' deficit................................................................... (2,966,036)
------------
Total liabilities and stockholders' deficit................................................... $ 4,321,912
------------
------------
</TABLE>

See accompanying notes.

210
<PAGE>
JPS.NET CORPORATION
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE PERIOD
JANUARY 31,
(INCEPTION) TO YEAR ENDED THREE MONTHS
DECEMBER 31, DECEMBER 31, ENDED
1997 1998 MARCH 31, 1999
-------------- ------------ --------------
<S> <C> <C> <C>
REVENUES:
Access revenues.................................................. $ 2,060,390 $ 6,711,797 $ 3,206,677
Other revenues................................................... 14,008 2,289,781 643,629
-------------- ------------ --------------
Total revenues................................................ 2,074,398 9,001,578 3,850,306

COSTS AND EXPENSES:
Costs of access revenues......................................... 1,096,207 3,723,345 1,636,737
Costs of other revenues.......................................... 23,395 105,447 32,912
Operations and customer support.................................. 483,344 1,723,719 690,072
Sales and marketing.............................................. 547,637 1,483,192 619,143
General and administrative....................................... 889,137 2,595,107 816,335
Amortization..................................................... 24,681 132,467 49,655
Depreciation..................................................... 2,643 90,921 41,571
-------------- ------------ --------------
Total costs and expenses...................................... 3,067,044 9,854,198 3,886,425
-------------- ------------ --------------
Loss from operations............................................... (992,646) (852,620) (36,119)

OTHER INCOME (EXPENSE):
Interest income.................................................. 8,911 50,700 45,086
Interest expense................................................. (8,932) (22,327) (21,756)
Other............................................................ -- (87,613) (584)
-------------- ------------ --------------
Net loss........................................................... $ (992,667) $ (911,860) $ (13,373)
-------------- ------------ --------------
-------------- ------------ --------------
</TABLE>

See accompanying notes.

211
<PAGE>
JPS.NET CORPORATION
STATEMENTS OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
COMMON STOCK TOTAL
--------------------- ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT 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)
Debt assumed by stockholder.............................. -- 932,282 -- 932,282
Net loss from January 1, 1999
to March 31, 1999..................................... -- -- (13,373) (13,373)
--------- -------- ----------- ------------
BALANCE AT MARCH 31, 1999.................................. 4,708,947 $944,864 $(2,991,991) $ (2,047,127)
--------- -------- ----------- ------------
--------- -------- ----------- ------------
</TABLE>

See accompanying notes.

212
<PAGE>
JPS.NET CORPORATION
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE PERIOD
JANUARY 31,
(INCEPTION) TO YEAR ENDED THREE MONTHS
DECEMBER 31, DECEMBER 31, ENDED
1997 1998 MARCH 31, 1999
-------------- ------------ ---------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss........................................................... $ (992,667) $ (911,860) $ (13,373)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization.................................... 27,324 223,388 91,226
Provision for doubtful accounts.................................. -- 31,795 31,795
Loss on disposal of fixed assets................................. 50,613 38,271 --
Changes in operating assets and liabilities:
Accounts receivable........................................... (79,186) (301,351) 66,797
Inventory..................................................... -- (13,500) --
Prepaid expenses and other current assets..................... (109,636) (219,592) (223,708)
Lease and other deposits...................................... (7,302) (172,180) (10,303)
Accounts payable.............................................. 354,328 (160,481) (71,691)
Accrued expenses.............................................. 132,846 392,182 26,588
Unearned revenues............................................. 1,730,649 3,852,757 1,712,852
-------------- ------------ ---------------
Net cash provided by operating activities.......................... 1,106,969 2,759,429 1,610,183
INVESTING ACTIVITIES:
Purchases of property and equipment................................ (371,578) (912,038) (207,825)
Increase in investments and restricted cash........................ -- (627,282) --
-------------- ------------ ---------------
Net cash used in investing activities.............................. (371,578) (1,539,320) (207,825)
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) --
Decrease in due to/from stockholders............................... -- -- (25,692)
-------------- ------------ ---------------
Net cash provided by (used in) financing activities................ 32,499 (108,341) (25,692)
-------------- ------------ ---------------
Net increase in cash and cash equivalents.......................... 767,890 1,111,768 1,376,666
Cash and cash equivalents at beginning of year..................... -- 767,890 1,879,658
-------------- ------------ ---------------
Cash and cash equivalents at end of period......................... $ 767,890 $1,879,658 $ 3,256,324
-------------- ------------ ---------------
-------------- ------------ ---------------
SUPPLEMENTAL CASH FLOW INFORMATION
Debt assumed by stockholder........................................ $ -- $ -- $ 932,282
-------------- ------------ ---------------
-------------- ------------ ---------------
</TABLE>

See accompanying notes.

213
<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, $911,860, and $13,373 for the period from January 31, 1997 (date of
inception) to December 31, 1997, the year ended December 31, 1998, and the three
month period ended March 31, 1999, 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

214
<PAGE>
JPS.NET CORPORATION

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

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, for the year
ended December 31, 1998, and the three months ended March 31, 1999, the Company
expensed $292,631, $546,729, and $264,528, 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.

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

215
<PAGE>
JPS.NET CORPORATION

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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

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,
1998
------------
<S> <C>
Computer equipment........................................................................ $ 507,090
Capitalized line installation............................................................. 541,515
Furniture, fixtures, and office equipment................................................. 136,534
------------
1,185,139
Less: accumulated depreciation and amortization........................................... (241,119)
------------
$ 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 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.

216
<PAGE>
JPS.NET CORPORATION

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5. NOTE PAYABLE TO FORMER STOCKHOLDER--(CONTINUED)

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, the year ended December 31, 1998, and the three months ended
March 31, 1999, was approximately $78,000, $233,000, and $136,000, 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,
1998
------------
<S> <C>
Net operating losses.................................................. $ 739,940
Accrued expenses...................................................... 12,665
------------
Total deferred tax assets............................................. 752,605
Depreciation and amortization......................................... (37,779)
------------
Net deferred tax asset................................................ 714,826
Valuation allowance................................................... (714,826)
------------
Net deferred tax asset................................................ $ --
------------
------------
</TABLE>

The Company is in a net deferred tax asset position at 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.

217
<PAGE>
JPS.NET CORPORATION

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

7. INCOME TAXES--(CONTINUED)

The income tax provisions for Federal and state income taxes for the period
from January 31, 1997 (inception) to December 31, 1997, the year ended December
31, 1998, and for the three months ended March 31, 1999 are zero.

Due to aforementioned uncertainties concerning the Company's ability to
realize its deferred tax assets, the Company has not recognized any income tax
benefit on the statements of operations.

Effective Rate Reconciliation

<TABLE>
<CAPTION>
DECEMBER 31, THREE MONTHS
-------------------------- ENDED
1997 1998 MARCH 31, 1999
--------- ----------- --------------
<S> <C> <C> <C>
U.S. statutory rate.................................... 34% 34% 34%
--------- ----------- --------------
Income tax provision at U.S. statutory rate............ $ 337,507 $ 310,032 $ 4,546
State taxes............................................ 59,560 54,712 802
Other.................................................. (397,067) (364,744) (5,348)
--------- ----------- --------------
Income tax benefit..................................... $ -- $ -- $ --
--------- ----------- --------------
--------- ----------- --------------
</TABLE>

8. RELATED PARTY TRANSACTIONS

The Company had notes receivable from related parties which totaled
$292,101 as of December 31, 1998. The first note receivable amounted to $163,438
as of December 31, 1998, 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 $116,112 as of December 31,
1998, 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

218
<PAGE>
JPS.NET CORPORATION

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

10. PENDING TRANSACTION--(CONTINUED)

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.

219
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders of
TGF Technologies, Inc.

We have audited the statements of operations, changes in stockholders' equity
(deficit), and cash flows of TGF Technologies, Inc. for the three months ended
March 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 audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of TGF
Technologies, Inc. for the three months ended March 31, 1999, in conformity with
accounting principles generally accepted in the United States.

/s/ ERNST & YOUNG LLP

McLean, Virginia
May 13, 1999

220
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors
TGF Technologies, Inc.

We have audited the accompanying balance sheet of TGF Technologies, Inc. as of
December 31, 1998, and the related statements of operations, changes in
stockholders' equity (deficit) and cash flows for each of the years in the
two-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.

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 TGF Technologies, Inc. as of
December 31, 1998, and the results of its operations and its cash flows for each
of the years in the two-year period ended December 31, 1998 in conformity with
generally accepted accounting principles.

/s/ KPMG LLP

Burlington, Vermont
February 6, 1999

221
<PAGE>
TGF TECHNOLOGIES, INC.
BALANCE SHEET

<TABLE>
<CAPTION>
1998
-----------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents........................................................................ $ 209,877
Accounts receivable trade, net of allowance of $85,000........................................... 395,284
Other receivables................................................................................ 9,178
Deposits and prepaid lease expense............................................................... 6,839
Related party receivables (note 4)............................................................... 5,938
-----------
Total current assets.......................................................................... 627,116
Property and equipment (note 3):
Computer, telecommunications and office equipment................................................ 2,334,396
Furniture and fixtures........................................................................... 78,920
Software......................................................................................... 122,611
-----------
2,535,927
Less accumulated depreciation.................................................................... (1,539,335)
-----------
Net property and equipment.................................................................... 996,592
Deposits and prepaid lease expense................................................................. 15,970
-----------
Total assets.................................................................................. $ 1,639,678
-----------
-----------
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current installments of obligations under capital leases (note 3)................................ $ 311,878
Trade accounts payable (note 4).................................................................. 274,187
Note payable-related party (note 4).............................................................. 250,000
Accrued telecommunications charges............................................................... 97,050
Other accrued expenses and current liabilities................................................... 118,741
Customer deposits................................................................................ 95,034
Deferred revenue................................................................................. 279,991
-----------
Total current liabilities..................................................................... 1,426,881
Long-term liabilities:
Obligations under capital leases, excluding current installments (note 3)........................ 262,119
-----------
Total liabilities............................................................................. 1,689,000
Stockholders' deficit:
Common stock, no par value;
100 shares authorized, issued and outstanding................................................. 500,000
Additional paid-in capital....................................................................... 1,850,178
Accumulated deficit.............................................................................. (2,399,500)
-----------
Total stockholders' deficit................................................................... (49,322)
-----------
Total liabilities and stockholders' deficit................................................... $ 1,639,678
-----------
-----------
</TABLE>

See accompanying notes.

222
<PAGE>
TGF TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
------------------------ ENDED
1997 1998 MARCH 31, 1999
---------- ---------- ------------------
<S> <C> <C> <C>
REVENUES:
Access revenues................................................. $2,460,523 $4,864,132 $1,579,550
Other revenues.................................................. 51,558 90,440 22,184
---------- ---------- ------------------
Total revenues............................................... 2,512,081 4,954,572 1,601,734
COSTS AND EXPENSES:
Costs of access revenues........................................ 995,551 1,747,470 518,114
Costs of other revenues......................................... 57,511 10,045 921
Operations and customer support................................. 467,766 701,342 292,654
Sales and marketing............................................. 523,765 649,803 191,500
General and administrative...................................... 905,108 1,403,596 392,785
Depreciation and amortization................................... 478,294 568,597 147,888
---------- ---------- ------------------
Total costs and expenses..................................... 3,427,995 5,080,853 1,543,862
---------- ---------- ------------------
(Loss) income from operations................................ (915,914) (126,281) 57,872
OTHER INCOME (EXPENSE):
Interest income................................................. 1,168 730 105
Interest expense................................................ (70,549) (61,694) (22,397)
Other........................................................... -- (4,521) (1,608)
---------- ---------- ------------------
(Loss) income before income tax provision......................... (985,295) (191,766) 33,972
Provision for income taxes........................................ -- -- 1,353
---------- ---------- ------------------
Net (loss) income................................................. $ (985,295) $ (191,766) $ 32,619
---------- ---------- ------------------
---------- ---------- ------------------
</TABLE>

See accompanying notes.

223
<PAGE>
TGF TECHNOLOGIES, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PAID-IN ACCUMULATED STOCKHOLDERS'
STOCK CAPITAL DEFICIT EQUITY-(DEFICIT)
-------- ---------- ------------- ----------------
<S> <C> <C> <C> <C>
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)
Debt assumed by stockholder........................... -- 30,000 -- 30,000
Net income from January 1,
1999 to March 31, 1999............................. -- -- 32,619 32,619
-------- ---------- ------------- ----------------
BALANCE AT MARCH 31, 1999............................... $500,000 $1,880,178 $(2,366,881) $ 13,297
-------- ---------- ------------- ----------------
-------- ---------- ------------- ----------------
</TABLE>

See accompanying notes.

224
<PAGE>
TGF TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------------------
1997 1998
------------------------ ------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net (loss) income................................................... $ (985,295) $ (191,766)
Adjustments to reconcile net (loss) income to net cash (used in)
provided by operating activities:
Depreciation and amortization................................... 478,294 568,597
Loss on sale of property and equipment.......................... -- 4,279
Deferred tax provision.......................................... -- --
Bad debt expense................................................ 11,345 127,384
Changes in net assets and liabilities:
Increase in accounts receivable trade......................... (137,047) (311,011)
Decrease (increase) in other receivables...................... 19,436 (4,254)
Decrease (increase) in other current assets................... 5,394 14,758
Increase in related party receivables......................... -- (5,324)
Increase (decrease) in trade accounts payable................. 374,584 (317,850)
Increase in other accrued expenses and current liabilities.... 57,316 105,599
Increase in customer deposits................................. 32,982 50,605
Increase in deferred revenue.................................. 128,723 119,543
----------- -----------
Net cash (used in) provided by operating activities........... (14,268) 160,560
INVESTING ACTIVITIES:
Purchases of property and equipment................................. (56,427) (260,317)
Proceeds from sale of property and equipment........................ -- 4,892
----------- -----------
Net cash used in investing activities......................... (56,427) (255,425)
FINANCING ACTIVITIES:
Principal payments under capital lease obligations.................. (493,385) (486,589)
Deposits and prepayments made on lease obligations.................. (15,462) --
Capital contributions............................................... 543,495 530,000
Issuance of note payable-related party.............................. -- 250,000
Repayments on long-term debt assumed through acquisitions........... -- --
Net advances from related parties................................... -- --
----------- -----------
Net cash provided by financing activities........................... 34,648 293,411
----------- -----------
Net (decrease) increase in cash..................................... (36,047) 198,546
Cash at beginning of year........................................... 47,378 11,331
----------- -----------
Cash at end of period............................................... $ 11,331 209,877
----------- -----------
----------- -----------
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest.............................................. $ 70,549 $ 61,694
----------- -----------
----------- -----------
Cash paid for income taxes.......................................... 542 575
----------- -----------
----------- -----------
Capital lease obligations of $895,709 and $303,043 were incurred in
1997 and 1998, respectively.
Debt assumed by stockholder......................................... $ -- $ --
----------- -----------
----------- -----------

<CAPTION>
THREE MONTHS
ENDED
MARCH 31, 1999
--------------
<S> <C>
OPERATING ACTIVITIES:
Net (loss) income................................................... $ 32,619
Adjustments to reconcile net (loss) income to net cash (used in)
provided by operating activities:
Depreciation and amortization................................... 147,888
Loss on sale of property and equipment.......................... --
Deferred tax provision.......................................... 1,353
Bad debt expense................................................ 40,000
Changes in net assets and liabilities:
Increase in accounts receivable trade......................... (13,714)
Decrease (increase) in other receivables...................... --
Decrease (increase) in other current assets................... (96,044)
Increase in related party receivables......................... --
Increase (decrease) in trade accounts payable................. (221,000)
Increase in other accrued expenses and current liabilities.... 73,166
Increase in customer deposits................................. 10,984
Increase in deferred revenue.................................. 85,968
--------------
Net cash (used in) provided by operating activities........... 61,220
INVESTING ACTIVITIES:
Purchases of property and equipment................................. (382,055)
Proceeds from sale of property and equipment........................ --
--------------
Net cash used in investing activities......................... (382,055)
FINANCING ACTIVITIES:
Principal payments under capital lease obligations.................. 227,686
Deposits and prepayments made on lease obligations.................. --
Capital contributions............................................... --
Issuance of note payable-related party.............................. --
Repayments on long-term debt assumed through acquisitions........... (220,000)
Net advances from related parties................................... 110,000
--------------
Net cash provided by financing activities........................... 117,686
--------------
Net (decrease) increase in cash..................................... 203,149
Cash at beginning of year........................................... 209,877
--------------
Cash at end of period............................................... $ 6,728
--------------
--------------
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest.............................................. $ 22,397
--------------
--------------
Cash paid for income taxes.......................................... $ --
--------------
--------------
Capital lease obligations of $895,709 and $303,043 were incurred in
1997 and 1998, respectively.
Debt assumed by stockholder......................................... $ 30,000
--------------
--------------
</TABLE>

See accompanying notes.

225
<PAGE>
TGF TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

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 $63,720, $93,480, and $24,616 in 1997, 1998, and
the three months ended March 31, 1999, 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.

226
<PAGE>
TGF TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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 1998
and the three months ended March 31, 1999.

(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 $199,065, $157,196, and $38,714 for the years ended
December 31, 1997 and 1998, and the three months ended March 31, 1999,
respectively.

(I) IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

(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.

227
<PAGE>
TGF TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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, 1998, the gross
amount of equipment and related accumulated amortization recorded under capital
leases were as follows:

<TABLE>
<CAPTION>
1998
----------
<S> <C>
Computer and telecommunications equipment....................................... $1,685,114
Less accumulated amortization................................................... (1,021,640)
----------
$ 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 for the years ended 1997 and 1998, and for the three months
ended March 31, 1999 was $88,514, $143,835, and $42,703, respectively.

228
<PAGE>
TGF TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

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 for the years ended December 31, 1997
and 1998 and the three months ended March 31, 1999 was $21,000, $30,000, and
$7,500 respectively. Rent payable of $1,000 at December 31, 1998 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, 1998, the Company has recorded a receivable of $5,938 from the
Foundation.

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 $530,000 was contributed by this related
party to TGF during 1998. During 1998 the Company borrowed $250,000 from the
Chairperson. The note is non-interest bearing, unsecured and due on demand.

229
<PAGE>
TGF TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

5. INCOME TAXES

The tax effect of temporary differences that give rise to significant
portions of the deferred tax assets at December 31, 1998 are presented below:

<TABLE>
<CAPTION>
1998
---------
<S> <C>
Deferred tax assets:
Accounts receivable, principally due to allowance for doubtful
accounts..................................................................... $ 17,900
Property and equipment, principally due to differences in depreciation.......... 21,700
Accrued compensation............................................................ 9,400
Net operating loss carryforwards................................................ 464,300
---------
Total gross deferred tax assets................................................. 513,300
Less valuation allowance........................................................ (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.

Income tax provision was comprised of the following:

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, 1999
--------------
<S> <C>
Current:
Federal..................................................................... $ --
State....................................................................... 1,353
-------
1,353
Deferred:
Federal..................................................................... --
State....................................................................... --
-------
--
-------
$1,353
-------
-------
</TABLE>

230

Exhibit 10.26

ONEMAIN.COM, INC.

1999 PLAN

<PAGE>

TABLE OF CONTENTS

Page
----
<S> <C>
1. PURPOSE...........................................................................................1
2. DEFINITIONS.......................................................................................1
3. ADMINISTRATION OF THE PLAN........................................................................4
3.1. Board.....................................................................................4
3.2. Committee.................................................................................5
3.3. Awards....................................................................................5
3.4. No Liability..............................................................................6
4. STOCK SUBJECT TO THE PLAN.........................................................................6
5. EFFECTIVE DATE AND TERM OF THE PLAN...............................................................6
5.1. Effective Date............................................................................6
5.2. Term......................................................................................6
6. OPTION GRANTS.....................................................................................6
6.1. Company or Subsidiary Employees; Service Providers; Other Persons.........................6
6.2. Successive Awards.........................................................................7
6.3. Reload Options............................................................................7
7. LIMITATIONS ON GRANTS.............................................................................7
8. AWARD AGREEMENT...................................................................................7
9. OPTION PRICE......................................................................................7
10. VESTING, TERM AND EXERCISE OF OPTIONS.............................................................8
10.1. Vesting and Option Period.................................................................8
10.2. Term......................................................................................8
10.3. Acceleration..............................................................................8
10.4. Termination of Employment or Other Relationship...........................................8
10.5. Rights in the Event of Death..............................................................9
10.6. Rights in the Event of Disability.........................................................9
10.7. Limitations on Exercise of Option.........................................................9
10.8. Method of Exercise........................................................................9
10.9. Delivery of Stock Certificates...........................................................10
11. STOCK APPRECIATION RIGHTS........................................................................10
11.1. Right to Payment.........................................................................10
11.2. Other Terms..............................................................................10
12. TRANSFERABILITY OF OPTIONS.......................................................................11
12.1. Transferability of Options...............................................................11
12.2. Family Transfers.........................................................................11
13. RESTRICTED STOCK.................................................................................11
13.1. Grant of Restricted Stock or Restricted Stock Units......................................11
13.2. Restrictions.............................................................................12
13.3. Restricted Stock Certificates............................................................12
</TABLE>

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<PAGE>

<TABLE>

<S> <C> <C>
13.4. Rights of Holders of Restricted Stock....................................................12
13.5. Rights of Holders of Restricted Stock Units..............................................12
13.6. Termination of Employment or Other Relationship..........................................13
13.7. Rights in the Event of Death.............................................................13
13.8. Rights in the Event of Disability........................................................13
13.9. Delivery of Stock and Payment Therefor...................................................14
14. DEFERRED STOCK AWARDS............................................................................14
14.1. Nature of Deferred Stock Awards..........................................................14
14.2. Election to Receive Deferred Stock Awards in Lieu of Compensation........................14
14.3. Rights as a Stockholder..................................................................14
14.4. Restrictions.............................................................................15
14.5. Termination..............................................................................15
15. UNRESTRICTED STOCK AWARDS........................................................................15
15.1. Grant or Sale of Unrestricted Stock......................................................15
16. PERFORMANCE STOCK AWARDS.........................................................................15
16.1. Nature of Performance Stock Awards.......................................................15
16.2. Rights as a Stockholder..................................................................16
16.3. Termination..............................................................................16
16.4. Acceleration, Waiver, Etc................................................................16
17. DIVIDEND EQUIVALENT RIGHTS.......................................................................16
17.1. Dividend Equivalent Rights...............................................................16
17.2. Interest Equivalents.....................................................................17
17.3. Termination..............................................................................17
18. CERTAIN PROVISIONS APPLICABLE TO AWARDS..........................................................17
18.1. Stand-Alone, Additional, Tandem, and Substitute Awards...................................17
18.2. Term of Awards...........................................................................18
18.3. Form and Timing of Payment Under Awards; Deferrals.......................................18
19. PARACHUTE LIMITATIONS............................................................................18
20. REQUIREMENTS OF LAW..............................................................................19
20.1. General..................................................................................19
20.2. Rule 16b-3...............................................................................20
21. AMENDMENT AND TERMINATION OF THE PLAN............................................................20
22. EFFECT OF CHANGES IN CAPITALIZATION..............................................................21
22.1. Changes in Stock.........................................................................21
22.2. Reorganization in Which the Company Is the Surviving Entity and in
Which No Change of Control Occurs......................................................21
22.3. Reorganization, Sale of Assets or Sale of Stock Which Involves a
Change of Control......................................................................21
22.4. Adjustments..............................................................................22
22.5. No Limitations on Company................................................................22
23. DISCLAIMER OF RIGHTS.............................................................................22
</TABLE>

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<PAGE>

<TABLE>
<S> <C>
24. NONEXCLUSIVITY OF THE PLAN.......................................................................23
25. WITHHOLDING TAXES................................................................................23
26. CAPTIONS.........................................................................................24
27. OTHER PROVISIONS.................................................................................24
28. NUMBER AND GENDER................................................................................24
29. SEVERABILITY.....................................................................................24
30. GOVERNING LAW....................................................................................24
</TABLE>

-iii-

<PAGE>

ONEMAIN.COM, INC.

1999 PLAN

OneMain.com, Inc., a Delaware corporation (the "Company"), sets forth
herein the terms of its 1999 Plan (the "Plan") as follows:

1. PURPOSE

The purpose of the Plan is to enhance the Company's ability to attract,
retain, and compensate highly qualified officers, key employees, and other
persons, and to motivate such officers, key employees, and other persons to
serve the Company and its affiliates (as defined herein) and to expend maximum
effort to improve the business results and earnings of the Company, by providing
to such officers, key employees and other persons an opportunity to acquire or
increase a direct proprietary interest in the operations and future success of
the Company and with other financial incentives. To this end, the Plan provides
for the grant of stock options, stock appreciation rights, restricted stock,
restricted stock units, deferred stock awards, unrestricted stock awards,
performance stock awards, and dividend equivalent rights in accordance with the
terms hereof.

2. DEFINITIONS

For purposes of interpreting the Plan and related documents (including
Award Agreements), the following definitions shall apply:

2.1 "affiliate" of, or person "affiliated" with, a person means any
company or other trade or business that controls, is controlled by or is under
common control with such person within the meaning of Rule 405 of Regulation C
under the Securities Act.

2.2 "Award" means a grant of an Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Deferred Stock, Unrestricted Stock,
Performance Stock, or Dividend Equivalent Rights under the Plan.

2.3 "Award Agreement" means the stock option agreement, stock
appreciation rights agreement, restricted stock agreement, restricted stock unit
agreement, deferred stock award agreement, unrestricted stock award agreement,
performance stock award agreement, dividend equivalent rights

<PAGE>

agreement or other written agreement between the Company and a Grantee that
evidences and sets out the terms and conditions of an Award.

2.4 "Benefit Arrangement" shall have the meaning set forth in Section 19
hereof.

2.5 "Board" means the Board of Directors of the Company.

2.6 "Code" means the Internal Revenue Code of 1986, as now in effect or
as hereafter amended.

2.7 "Committee" means a committee of, and designated from time to time
by resolution of, the Board, which shall consist of no fewer than two members of
the Board, none of whom shall be an officer or other salaried employee of the
Company or any affiliate of the Company.

2.8 "Company" means OneMain.com, Inc.

2.9 "Deferred Stock" means a right, granted to a Grantee under Section
14 hereof, to receive Stock, cash or a combination thereof at the end of a
specified deferral period.

2.10 "Dividend Equivalent" means a right, granted to a Grantee under
Section 17 hereof, to receive cash, Stock, other Awards or other property equal
in value to dividends paid with respect to a specified number of shares of
Stock, or other periodic payments.

2.11 "Effective Date" means [May 24, 1999], the date on which the Plan
was adopted by the Board.

2.12 "Exchange Act" means the Securities Exchange Act of 1934, as now in
effect or as hereafter amended.

2.13 "Fair Market Value" means the value of a share of Stock, determined
as follows: if on the Grant Date or other determination date the Stock is listed
on an established national or regional stock exchange, is admitted to quotation
on the NASDAQ National Market, or is publicly traded on an established
securities market, the Fair Market Value of a share of Stock shall be the
closing price of the Stock on such exchange or in such market (the highest such
closing price if there is more than one such exchange or market) on the Grant
Date or such other determination date (or if there is no such reported closing
price, the Fair Market Value shall be the mean between the highest bid and
lowest asked prices or between the high and low sale prices on such trading day)
or, if no sale of Stock is reported for such trading day, on the next preceding
day on which

-2-

<PAGE>

any sale shall have been reported. If the Stock is not listed on such an
exchange, quoted on such system or traded on such a market, Fair Market Value
shall be the value of the Stock as determined by the Board in good faith.

2.14 "Grant" means an award of an Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Deferred Stock, Unrestricted Stock,
Performance Stock, or Dividend Equivalent Rights under the Plan.

2.15 "Grant Date" means, as determined by the Board or authorized
Committee, (i) the date as of which the Board or such Committee approves an
Award, (ii) the date on which the recipient of such Award first became an
employee of or otherwise entered into a relationship with the Company or an
affiliate of the Company or (iii) such other date as may be specified by the
Board or such Committee.

2.16 "Grantee" means a person who receives or holds a grant of an
Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit,
Deferred Stock, Unrestricted Stock, Performance Stock, or Dividend Equivalent
Rights under the Plan.

2.17 "Immediate Family Members" means the spouse, children and
grandchildren of the Grantee.

2.18 "Option" means an option to purchase one or more shares of Stock
pursuant to the Plan.

2.19 "Option Period" means the period during which Options may be
exercised as set forth in Section 10 hereof.

2.20 "Option Price" means the purchase price for each share of Stock
subject to an Option.

2.21 "Other Agreement" shall have the meaning set forth in Section 19
hereof.

2.22 "Performance Stock Award" means Awards granted pursuant to Section
16.

2.23 "Plan" means this OneMain.com, Inc. 1999 Plan.

-3-

<PAGE>

2.24 "Reporting Person" means a person who is required to file reports
under Section 16(a) of the Exchange Act.

2.25 "Restricted Period" means the period during which Restricted Stock
or Restricted Stock Units are subject to restrictions or conditions pursuant to
Section 13.2 hereof.

2.26 "Restricted Stock" means shares of Stock, awarded to a Grantee
pursuant to Section 13 hereof, that are subject to restrictions and to a risk of
forfeiture.

2.27 "Restricted Stock Unit" means a unit awarded to a Grantee pursuant
to Section 13 hereof, which represents a conditional right to receive a share of
Stock in the future, and which is subject to restrictions and to a risk of
forfeiture.

2.28 "Securities Act" means the Securities Act of 1933, as now in effect
or as hereafter amended.

2.29 "Service Provider" means a consultant or adviser to the Company, a
manager of the Company's properties or affairs, or other similar service
provider or affiliate of the Company, and employees of any of the foregoing, as
such persons may be designated from time to time by the Board pursuant to
Section 6 hereof.

2.30 "Stock" means the common stock, par value $0.001 per share, of the
Company.

2.31 "Stock Appreciation Rights" or "SAR" means a right granted to a
Grantee under Section 11 hereof.

2.32 "Subsidiary" means any "subsidiary corporation" of the Company
within the meaning of Section 424(f) of the Code.

2.33 "Termination Date" shall be the date upon which an Option shall
terminate or expire, as set forth in Section 10.2 hereof.

2.34 "Unrestricted Stock Award" means any Award granted pursuant to
Section 15.

3. ADMINISTRATION OF THE PLAN

3.1. Board

The Board shall have such powers and authorities related to the
administration of the Plan as are consistent with the Company's certificate of

-4-

<PAGE>

incorporation and by-laws and applicable law. The Board shall have full power
and authority to take all actions and to make all determinations required or
provided for under the Plan, any Award or any Award Agreement, and shall have
full power and authority to take all such other actions and make all such other
determinations not inconsistent with the specific terms and provisions of the
Plan that the Board deems to be necessary or appropriate to the administration
of the Plan, any Award or any Award Agreement. All such actions and
determinations shall be by the affirmative vote of a majority of the members of
the Board present at a meeting or by unanimous consent of the Board executed in
writing in accordance with the Company's articles of incorporation and by-laws
and applicable law. The interpretation and construction by the Board of any
provision of the Plan, any Award or any Award Agreement shall be final and
conclusive. As permitted by law, the Board may delegate its authority under the
Plan to a member of the Board of Directors or an executive officer of the
Company.

3.2. Committee.

The Board from time to time may delegate to a Committee such powers and
authorities related to the administration and implementation of the Plan, as set
forth in Section 3.1 above and in other applicable provisions, as the Board
shall determine, consistent with the certificate of incorporation and by-laws of
the Corporation and applicable law. In the event that the Plan, any Award or any
Award Agreement entered into hereunder provides for any action to be taken by or
determination to be made by the Board, such action may be taken or such
determination may be made by the Committee if the power and authority to do so
has been delegated to the Committee by the Board as provided for in this
Section. Unless otherwise expressly determined by the Board, any such action or
determination by the Committee shall be final, binding and conclusive. As
permitted by law, the Committee may delegate its authority under the Plan to a
member of the Board of Directors or an executive officer of the Company.

3.3. Awards

Subject to the other terms and conditions of the Plan, the Board shall
have full and final authority (i) to designate Grantees, (ii) to determine the
type or types of Awards to be made to a Grantee, (iii) to determine the number
of shares of Stock to be subject to an Award,(iv) to establish the terms and
conditions of each Award (including, but not limited to, the exercise price of
any Option, the nature and duration of any restriction or condition (or
provision for lapse thereof) relating to the vesting, exercise, transfer, or
forfeiture of an Award or the shares of Stock subject thereto), (v) to prescribe
the form of each Award Agreement evidencing an Award, and (vi) to amend, modify,
or supplement the terms of any outstanding Award. Such authority specifically
includes the authority, in order

-5-

<PAGE>

to effectuate the purposes of the Plan but without amending the Plan, to modify
Awards to eligible individuals who are foreign nationals or are individuals who
are employed outside the United States to recognize differences in local law,
tax policy, or custom. As a condition to any subsequent Award, the Board shall
have the right, at its discretion, to require Grantees to return to the Company
Awards previously made under the Plan. Subject to the terms and conditions of
the Plan, any such new Award shall be upon such terms and conditions as are
specified by the Board at the time the new Award is made.

3.4. No Liability.

No member of the Board or of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any Award
or Award Agreement.

4. STOCK SUBJECT TO THE PLAN

Subject to adjustment as provided in Section 22 hereof, the number of
shares of Stock available for issuance under the Plan shall be three million
(3,000,000), no more than eight hundred thousand (800,000) of which may be
issued pursuant to awards of other than Options. Stock issued or to be issued
under the Plan shall be authorized but unissued shares. If any shares covered by
a Grant are not purchased or are forfeited, or if a Grant otherwise terminates
without delivery of any Stock subject thereto, then the number of shares of
Stock counted against the aggregate number of shares available under the Plan
with respect to such Grant shall, to the extent of any such forfeiture or
termination, again be available for making Grants under the Plan.

5. EFFECTIVE DATE AND TERM OF THE PLAN

5.1. Effective Date.

The Plan shall be effective as of the Effective Date.

5.2. Term.

The Plan has no termination date.

6. OPTION GRANTS

6.1. Company or Subsidiary Employees; Service Providers; Other Persons

Awards may be made under the Plan to: (i) any employee of, or a Service
Provider to, the Company or of any Subsidiary, including any such employee who
is an officer or director of the Company or of any Subsidiary, as the Board

-6-

<PAGE>

shall determine and designate from time to time, and (ii) any other individual
whose participation in the Plan is determined to be in the best interests of the
Company by the Board. Notwithstanding the foregoing, a resident of Florida,
Virginia, or Missouri who is not an employee of the Company or of any
wholly-owned subsidiary of the Company shall not be eligible to receive an Award
under the Plan.

6.2. Successive Awards.

An eligible person may receive more than one Award, subject to such
restrictions as are provided herein.

6.3. Reload Options.

At the discretion of the Board and subject to such restrictions, terms
and conditions as the Board may establish, Options granted under the Plan may
include a "reload" feature pursuant to which a Grantee exercising an Option by
the delivery of a number of shares of Stock in accordance with Section 10.8
hereof would automatically be granted an additional Option (with an exercise
price equal to the Fair Market Value of the Stock on the date the additional
Option is granted and with such other terms as the Board may provide) to
purchase that number of shares of Stock equal to the number delivered to
exercise the original Option with an Option term equal to the remainder of the
original Option term unless the Board otherwise determines in the Option Award
Agreement for the original grant.

7. LIMITATIONS ON GRANTS

During any time when the Company has a class of equity security
registered under Section 12 of the Exchange Act, the maximum number of shares of
Stock subject to Options that can be awarded under the Plan to any person
eligible for a Grant under Section 6 hereof is one million (1,000,000) per year.
During any time when the Company has a class of equity security registered under
Section 12 of the Exchange Act, the maximum number of shares that can be awarded
under the Plan, other than pursuant to an Option to any person eligible for a
Grant under Section 6 hereof is two hundred fifty thousand (250,000) per year.

-7-

<PAGE>

8. AWARD AGREEMENT

Each Award granted pursuant to the Plan shall be evidenced by an Award
Agreement, to be executed by the Company and by the Grantee, in such form or
forms as the Board shall from time to time determine. Award Agreements granted
from time to time or at the same time need not contain similar provisions but
shall be consistent with the terms of the Plan.

9. OPTION PRICE

The Option Price of each Option shall be fixed by the Board and stated
in the Award Agreement evidencing such Option. The Option Price shall be the
aggregate Fair Market Value on the Grant Date of the shares of Stock subject to
the Option. In no case shall the Option Price of any Option be less than the par
value of a share of Stock.

10. VESTING, TERM AND EXERCISE OF OPTIONS

10.1. Vesting and Option Period.

Subject to Sections 10.2 and 22.3 hereof, each Option granted under the
Plan shall become exercisable at such times and under such conditions as shall
be determined by the Board and stated in the Award Agreement. For purposes of
this Section 10.1, fractional numbers of shares of Stock subject to an Option
shall be rounded down to the next nearest whole number. The period during which
any Option shall be exercisable shall constitute the "Option Period" with
respect to such Option.

10.2. Term.

Each Option granted under the Plan shall terminate, and all rights to
purchase shares of Stock thereunder shall cease, upon the expiration of ten
years from the date such Option is granted, or under such circumstances and on
such date prior thereto as is set forth in the Plan or as may be fixed by the
Board and stated in the Award Agreement relating to such Option (the
"Termination Date").

10.3. Acceleration.

Any limitation on the exercise of an Option contained in any Award
Agreement may be rescinded, modified or waived by the Board, in its sole
discretion, at any time and from time to time after the Grant Date of such
Option, so as to accelerate the time at which the Option may be exercised.

-8-

<PAGE>

10.4. Termination of Employment or Other Relationship.

Upon the termination of a Grantee's employment or other relationship
with the Company other than by reason of death or "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code), any Option or
portion thereof held by such Grantee that has not vested in accordance with the
provisions of Section 10.1 hereof shall terminate immediately, and any Option or
portion thereof that has vested in accordance with the provisions of Section
10.1 hereof but has not been exercised shall terminate at the close of business
on the 90th day following the Grantee's termination of employment or other
relationship, unless the Board, in its discretion, extends the period during
which the Option may be exercised (which period may not be extended beyond the
original term of the Option). Upon termination of an Option or portion thereof,
the Grantee shall have no further right to purchase shares of Stock pursuant to
such Option or portion thereof. Whether a leave of absence or leave on military
or government service shall constitute a termination of employment or other
relationship for purposes of the Plan shall be determined by the Board, which
determination shall be final and conclusive. For purposes of the Plan, a
termination of employment, service or other relationship shall not be deemed to
occur if the Grantee is immediately thereafter a director of the Company.

10.5. Rights in the Event of Death.

If a Grantee dies while employed by or providing services to the
Company, all Options granted to such Grantee shall fully vest on the date of
death, and the executors or Boards or legatees or distributees of such Grantee's
estate shall have the right, at any time within one year after the date of such
Grantee's death (or such longer period as the Board, in its discretion, may
determine prior to the expiration of such one-year period) and prior to
termination of the Option pursuant to Section 10.2 above, to exercise any Option
held by such Grantee at the date of such Grantee's death.

10.6. Rights in the Event of Disability.

If a Grantee terminates employment or other relationship with the
Company by reason of the "permanent and total disability" (within the meaning of
Section 22(e)(3) of the Code) of such Grantee, such Grantee's Options shall
continue to vest, and shall be exercisable to the extent that they are vested,
for a period of one year after such termination of employment or service (or
such longer period as the Board, in its discretion, may determine prior to the
expiration of such one-year period), subject to earlier termination of the
Option as provided in Section 10.2 above. Whether a termination of employment or
service is to be considered by reason of "permanent and total disability" for
purposes of the Plan shall be determined by the Board, which determination shall
be final and conclusive.

-9-

<PAGE>

10.7. Limitations on Exercise of Option.

Notwithstanding any other provision of the Plan, in no event may any
Option be exercised, in whole or in part, after ten years following the date
upon which the Option is granted, or after the occurrence of an event referred
to in Section 22 hereof which results in termination of the Option.

10.8. Method of Exercise.

An Option that is exercisable may be exercised by the Grantee's delivery
to the Company of written notice of exercise on any business day, at the
Company's principal office, addressed to the attention of the Board. Such notice
shall specify the number of shares of Stock with respect to which the Option is
being exercised and shall be accompanied by payment in full of the Option Price
of the shares for which the Option is being exercised. The minimum number of
shares of Stock with respect to which an Option may be exercised, in whole or in
part, at any time shall be the lesser of (i) 100 shares or such lesser number
set forth in the applicable Award Agreement and (ii) the maximum number of
shares available for purchase under the Option at the time of exercise. Payment
of the Option Price for the shares purchased pursuant to the exercise of an
Option shall be made (i) in cash or in cash equivalents; (ii) through the tender
to the Company of shares of Stock, which shares, if acquired from the Company,
shall have been held for at least six months and which shall be valued, for
purposes of determining the extent to which the Option Price has been paid
thereby, at their Fair Market Value on the date of exercise; or (iii) by a
combination of the methods described in (i) and (ii). The Board may provide, by
inclusion of appropriate language in an Award Agreement, that payment in full of
the Option Price need not accompany the written notice of exercise provided that
the notice of exercise directs that the certificate or certificates for the
shares of Stock for which the Option is exercised be delivered to a licensed
broker acceptable to the Company as the agent for the individual exercising the
Option and, at the time such certificate or certificates are delivered, the
broker tenders to the Company cash (or cash equivalents acceptable to the
Company) equal to the Option Price for the shares of Stock purchased pursuant to
the exercise of the Option plus the amount (if any) of federal and/or other
taxes which the Company may in its judgment, be required to withhold with
respect to the exercise of the Option. An attempt to exercise any Option granted
hereunder other than as set forth above shall be invalid and of no force and
effect. Unless otherwise stated in the applicable Award Agreement, an individual
holding or exercising an Option shall have none of the rights of a shareholder
(for example, the right to receive cash or dividend payments or distributions
attributable to the subject shares of Stock or to direct the voting of the
subject shares of Stock ) until the shares of Stock covered thereby are fully
paid and issued to him. Except as provided in

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Section 22 hereof, no adjustment shall be made for dividends, distributions or
other rights for which the record date is prior to the date of such issuance.

10.9. Delivery of Stock Certificates.

Promptly after the exercise of an Option by a Grantee and the payment in
full of the Option Price, such Grantee shall be entitled to the issuance of a
stock certificate or certificates evidencing his or her ownership of the shares
of Stock subject to the Option.

11. Stock Appreciation Rights

The Board each is authorized to grant SARs to Grantees on the following
terms and conditions:

11.1. Right to Payment.

A SAR shall confer on the Grantee to whom it is granted a right to
receive, upon exercise thereof, the excess of (A) the Fair Market Value of one
share of Stock on the date of exercise over (B) the grant price of the SAR as
determined by the Board. The grant price of an SAR shall not be less than the
Fair Market Value of a share of Stock on the date of grant except as provided in
Section 18.1.

11.2. Other Terms.

The Board shall determine at the date of grant or thereafter, the time
or times at which and the circumstances under which a SAR may be exercised in
whole or in part (including based on achievement of performance goals and/or
future service requirements), the time or times at which SARs shall cease to be
or become exercisable following termination of employment or upon other
conditions, the method of exercise, method of settlement, form of consideration
payable in settlement, method by or forms in which Stock will be delivered or
deemed to be delivered to Grantees, whether or not a SAR shall be in tandem or
in combination with any other Award, and any other terms and conditions of any
SAR. SARs may be either freestanding or in tandem with other Awards.

12. TRANSFERABILITY OF OPTIONS

12.1. Transferability of Options

Except as provided in Section 12.2, during the lifetime of a Grantee,
only the Grantee (or, in the event of legal incapacity or incompetency, the
Grantee's guardian or legal representative) may exercise an Option. Except as
provided in Section 12.2, no Option shall be assignable or transferable by the

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Grantee to whom it is granted, other than by will or the laws of descent and
distribution.

12.2. Family Transfers.

If authorized in the applicable Award Agreement, a Grantee may transfer
all or part of an Option to (i) any Immediate Family Member, (ii) a trust or
trusts for the exclusive benefit of any Immediate Family Member, or (iii) a
partnership in which Immediate Family Members are the only partners, provided
that (x) there may be no consideration for any such transfer, and (y) subsequent
transfers of transferred Options are prohibited except those in accordance with
this Section 12.2 or by will or the laws of descent and distribution. Following
transfer, any such Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, provided that for
purposes of Section 12.2 hereof the term "Grantee" shall be deemed to refer the
transferee. The events of termination of the employment or other relationship of
Section 10.4 hereof shall continue to be applied with respect to the original
Grantee, following which the Option shall be exercisable by the transferee only
to the extent, and for the periods specified in Sections 10.4, 10.5 or 10.6.

13. RESTRICTED STOCK

13.1. Grant of Restricted Stock or Restricted Stock Units.

The Board may from time to time grant Restricted Stock or Restricted
Stock Units to persons eligible to receive Awards under Section 6 hereof,
subject to such restrictions, conditions and other terms as the Board may
determine.

13.2. Restrictions.

At the time a Grant of Restricted Stock or Restricted Stock Units is
made, the Board shall establish a period of time (the "Restricted Period")
applicable to such Restricted Stock or Restricted Stock Units. Each Grant of
Restricted Stock or Restricted Stock Units may be subject to a different
Restricted Period. The Board may, in its sole discretion, at the time a Grant of
Restricted Stock or Restricted Stock Units is made, prescribe restrictions in
addition to or other than the expiration of the Restricted Period. Neither
Restricted Stock nor Restricted Stock Units may be sold, transferred, assigned,
pledged or otherwise encumbered or disposed of during the Restricted Period or
prior to the satisfaction of any other restrictions prescribed by the Board with
respect to such Restricted Stock or Restricted Stock Units.

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13.3. Restricted Stock Certificates.

The Company shall issue, in the name of each Grantee to whom Restricted
Stock has been granted, stock certificates representing the total number of
shares of Restricted Stock granted to the Grantee, as soon as reasonably
practicable after the Grant Date. The Board may provide in an Award Agreement
that either (i) the Secretary of the Company shall hold such certificates for
the Grantee's benefit until such time as the Restricted Stock is forfeited to
the Company or the restrictions lapse, or (ii) such certificates shall be
delivered to the Grantee, provided, however, that such certificates shall bear a
legend or legends that complies with the applicable securities laws and
regulations and makes appropriate reference to the restrictions imposed under
the Plan and the Award Agreement.

13.4. Rights of Holders of Restricted Stock.

Unless the Board otherwise provides in an Award Agreement, holders of
Restricted Stock shall have the right to vote such Stock and the right to
receive any dividends declared or paid with respect to such Stock. The Board may
provide that any dividends paid on Restricted Stock must be reinvested in shares
of Stock, which may or may not be subject to the same vesting conditions and
restrictions applicable to such Restricted Stock. All distributions, if any,
received by a Grantee with respect to Restricted Stock as a result of any stock
split, stock dividend, combination of shares, or other similar transaction shall
be subject to the restrictions applicable to the original Grant.

13.5. Rights of Holders of Restricted Stock Units.

Unless the Board otherwise provides in an Award Agreement, holders of
Restricted Stock Units shall have no rights as stockholders of the Company. The
Board may provide in an Award Agreement evidencing a Grant of Restricted Stock
Units that the holder of such Restricted Stock Units shall be entitled to
receive, upon the Company's payment of a cash dividend on its outstanding Stock,
a cash payment for each Restricted Stock Unit held equal to the per-share
dividend paid on the Stock. Such Award Agreement may also provide that such cash
payment will be deemed reinvested in additional Restricted Stock Units at a
price per unit equal to the Fair Market Value of a share of Stock on the date
that such dividend is paid.

13.6. Termination of Employment or Other Relationship.

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to which all applicable restrictions and conditions have not lapsed, shall
immediately be deemed forfeited, unless the Board, in its discretion, determines
otherwise. Upon forfeiture of Restricted Stock or Restricted Stock Units, the
Grantee shall have no further rights with respect to such Grant, including but
not limited to any right to vote Restricted Stock or any right to receive
dividends with respect to shares of Restricted Stock or Restricted Stock Units.
Whether a leave of absence or leave on military or government service shall
constitute a termination of employment or other relationship for purposes of the
Plan shall be determined by the Board, which determination shall be final and
conclusive. For purposes of the Plan, a termination of employment, service or
other relationship shall not be deemed to occur if the Grantee is immediately
thereafter a director of the Company.

13.7. Rights in the Event of Death.

Unless otherwise provided in the Award Agreement, if a Grantee dies
while employed by the Company, all Restricted Stock or Restricted Stock Units
granted to such Grantee shall fully vest on the date of death, and the shares of
Stock represented thereby shall be deliverable in accordance with the terms of
the Plan to the executors, administrators, legatees or distributees of the
Grantee's estate.

13.8. Rights in the Event of Disability.

Unless otherwise provided in the Award Agreement, if a Grantee
terminates employment or other relationship with the Company by reason of the
"permanent and total disability" (within the meaning of Section 22(e)(3) of the
Code) of such Grantee, such Grantee's Restricted Stock or Restricted Stock Units
shall continue to vest in accordance with the applicable Award Agreement for a
period of one year after such termination of employment or service (or such
longer period as the Board, in its discretion, may determine prior to the
expiration of such one-year period), subject to the earlier forfeiture of such
Restricted Stock or Restricted Stock Units in accordance with the terms of the
applicable Award Agreement. Whether a termination of employment or service is to
be considered by reason of "permanent and total disability" for purposes of the
Plan shall be determined by the Board, which determination shall be final and
conclusive.

13.9. Delivery of Stock and Payment Therefor.

Upon the expiration or termination of the Restricted Period and the
satisfaction of any other conditions prescribed by the Board, the restrictions
applicable to shares of Restricted Stock or Restricted Stock Units shall lapse,
and, unless otherwise provided in the Award Agreement, upon payment by the
Grantee to the Company, in cash or by check, of the aggregate par value of the
shares of Stock represented by such Restricted Stock or Restricted Stock Units
(or such other higher purchase price determined by the Board), a stock

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certificate for such shares shall be delivered, free of all such restrictions,
to the Grantee or the Grantee's beneficiary or estate, as the case may be.

14. DEFERRED STOCK AWARDS

14.1. Nature of Deferred Stock Awards.

A Deferred Stock Award is an Award of phantom Stock units to a Grantee,
subject to restrictions and conditions as the Board may determine at the time of
grant. Conditions may be based on continuing employment (or other business
relationship) and/or achievement of pre-established performance goals and
objectives. The grant of a Deferred Stock Award is contingent on the Grantee
executing the Deferred Stock Award Agreement. The terms and conditions of each
such agreement shall be determined by the Board, and such terms and conditions
may differ among individual Awards and Grantees. At the end of the deferral
period, the Deferred Stock Award, to the extent vested, shall be paid to the
Grantee in the form of shares of Stock.

14.2. Election to Receive Deferred Stock Awards in Lieu of Compensation.

The Board may, in its sole discretion, permit a Grantee to elect to
receive a portion of the cash compensation or Restricted Stock Award otherwise
due to such Grantee in the form of a Deferred Stock Award. Any such election
shall be made in writing and shall be delivered to the Company no later than the
date specified by the Board and in accordance with rules and procedures
established by the Board. The Board shall have the sole right to determine
whether and under what circumstances to permit such elections and to impose such
limitations and other terms and conditions thereon as the Board deems
appropriate.

14.3. Rights as a Stockholder.

During the deferral period, a Grantee shall have no rights as a
Stockholder; provided, however, that the Grantee may be credited with Dividend
Equivalent Rights with respect to the phantom Stock units underlying his
Deferred Stock Award, subject to such terms and conditions as the Board may
determine.

14.4. Restrictions.

A Deferred Stock Award may not be sold, assigned, transferred, pledged
or otherwise encumbered or disposed of during the deferral period.

14.5. Termination.

Except as may otherwise be provided by the Board either in the Award
Agreement or, in writing after the Award Agreement is issued, a Grantee's right
in all Deferred Stock Awards that have not vested shall automatically terminate
upon the Grantee's termination of employment or other relationship with the
Company for any reason.

15. UNRESTRICTED STOCK AWARDS

15.1. Grant or Sale of Unrestricted Stock.

The Board may, in its sole discretion, grant (or sell at par value or
such other higher purchase price determined by the Board) an Unrestricted Stock
Award to any Grantee pursuant to which such Grantee may receive shares of Stock
free of any restrictions ("Unrestricted Stock") under the Plan. Unrestricted
Stock Awards may be granted or sold as described in the preceding sentence in
respect of past services or other valid consideration, or in lieu of any cash
compensation due to such Grantee.

16. PERFORMANCE Stock AWARDS

16.1. Nature of Performance Stock Awards.

A Performance Stock Award is an Award entitling the recipient to
acquire shares of Stock upon the attainment of specified performance goals. The
Board may make Performance Stock Awards independent of or in connection with the
granting of any other Award under the Plan. The Board in its sole discretion
shall determine whether and to whom Performance Stock Awards shall be made, the
performance goals applicable under each such Award, the periods during which
performance is to be measured, and all other limitations and conditions
applicable to the awarded Performance Stock; provided, however, that the Board
may rely on the performance goals and other standards applicable to other
performance unit plans of the Company in setting the standards for Performance
Stock Awards under the Plan.

16.2. Rights as a Stockholder.

A Grantee receiving a Performance Stock Award shall have the rights of a
Stockholder only as to shares actually received by the Grantee under the Plan
and not with respect to shares subject to the Award but not actually received by
the Grantee. A Grantee shall be entitled to receive a Stock certificate
evidencing the acquisition of Stock under a Performance Stock Award only

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upon satisfaction of all conditions specified in the written instrument
evidencing the Performance Stock Award (or in a performance plan adopted by the
Board).

16.3. Termination.

Except as may otherwise be provided by the Board either in the Award
Agreement in writing after the Award Agreement is issued, a Grantee's rights in
all Performance Stock Awards shall automatically terminate upon the Grantee's
termination of employment or other relationship with the Company and its
Subsidiaries for any reason.

16.4. Acceleration, Waiver, Etc.

At any time prior to the Grantee's termination of employment (or other
business relationship) by the Company and its Subsidiaries, the Board may in its
sole discretion accelerate, waive or amend any or all of the goals, restrictions
or conditions imposed under any Performance Stock Award.

17. DIVIDEND EQUIVALENT RIGHTS

17.1. Dividend Equivalent Rights.

A Dividend Equivalent Right is an Award entitling the recipient to
receive credits based on cash distributions that would have been paid on the
shares of Stock specified in the Dividend Equivalent Right (or other award to
which it relates) if such shares had been issued to and held by the recipient. A
Dividend Equivalent Right may be granted hereunder to any Grantee as a component
of another Award or as a freestanding award. The terms and conditions of
Dividend Equivalent Rights shall be specified in the grant. Dividend Equivalents
credited to the holder of a Dividend Equivalent Right may be paid currently or
may be deemed to be reinvested in additional shares of Stock, which may
thereafter accrue additional equivalents. Any such reinvestment shall be at Fair
Market Value on the date of reinvestment. Dividend Equivalent Rights may be
settled in cash or Stock or a combination thereof, in a single installment or
installments, all determined in the sole discretion of the Board. A Dividend
Equivalent Right granted as a component of another Award may provide that such
Dividend Equivalent Right shall be settled upon exercise, settlement, or payment
of, or lapse of restrictions on, such other award, and that such Dividend
Equivalent Right shall expire or be forfeited or annulled under the same
conditions as such other award. A Dividend Equivalent Right granted as a
component of another Award may also contain terms and conditions different from
such other award.

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17.2. Interest Equivalents.

Any Award under this Plan that is settled in whole or in part in cash on
a deferred basis may provide in the grant for interest equivalents to be
credited with respect to such cash payment. Interest equivalents may be
compounded and shall be paid upon such terms and conditions as may be specified
by the grant.

17.3. Termination.

Except as may otherwise be provided by the Board either in the Award
Agreement or in writing after the Award Agreement is issued, a Grantee's rights
in all Dividend Equivalent Rights or interest equivalents shall automatically
terminate upon the Grantee's termination of employment or other relationship
with the Company and its Subsidiaries for any reason.

18. CERTAIN PROVISIONS APPLICABLE TO AWARDS

18.1. Stand-Alone, Additional, Tandem, and Substitute Awards

Awards granted under the Plan may, in the discretion of the Board, be
granted either alone or in addition to, in tandem with, or in substitution or
exchange for, any other Award or any award granted under another plan of the
Company, any Subsidiary, or any business entity to be acquired by the Company or
a Subsidiary, or any other right of a Grantee to receive payment from the
Company or any Subsidiary. Such additional, tandem, and substitute or exchange
Awards may be granted at any time. If an Award is granted in substitution or
exchange for another Award, the Board shall require the surrender of such other
Award in consideration for the grant of the new Award. In addition, Awards may
be granted in lieu of cash compensation, including in lieu of cash amounts
payable under other plans of the Company or any Subsidiary, in which the value
of Stock subject to the Award is equivalent in value to the cash compensation
(for example, Deferred Stock or Restricted Stock), or in which the exercise
price, grant price or purchase price of the Award in the nature of a right that
may be exercised is equal to the Fair Market Value of the underlying Stock minus
the value of the cash compensation surrendered (for example, Options granted
with an exercise price "discounted" by the amount of the cash compensation
surrendered).

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18.2. Term of Awards

The term of each Award shall be for such period as may be determined by
the Board; provided that in no event shall the term of any Option or SAR exceed
a period of ten years.

18.3. Form and Timing of Payment Under Awards; Deferrals

Subject to the terms of the Plan and any applicable Award Agreement,
payments to be made by the Company or a Subsidiary upon the exercise of an
Option or other Award or settlement of an Award may be made in such forms as the
Board shall determine, including, without limitation, cash, Stock, other Awards
or other property, and may be made in a single payment or transfer, in
installments, or on a deferred basis. The settlement of any Award may be
accelerated, and cash paid in lieu of Stock in connection with such settlement,
in the discretion of the Board or upon occurrence of one or more specified
events. Installment or deferred payments may be required by the Board or
permitted at the election of the Grantee on terms and conditions established by
the Board. Payments may include, without limitation, provisions for the payment
or crediting of a reasonable interest rate on installment or deferred payments
or the grant or crediting of Dividend Equivalents or other amounts in respect of
installment or deferred payments denominated in Stock.

19. PARACHUTE LIMITATIONS

Notwithstanding any other provision of this Plan or of any other
agreement, contract, or understanding heretofore or hereafter entered into by a
Grantee with the Company or any Subsidiary, except an agreement, contract, or
understanding hereafter entered into that expressly modifies or excludes
application of this paragraph (an "Other Agreement"), and notwithstanding any
formal or informal plan or other arrangement for the direct or indirect
provision of compensation to the Grantee (including groups or classes of
Grantees or beneficiaries of which the Grantee is a member), whether or not such
compensation is deferred, is in cash, or is in the form of a benefit to or for
the Grantee (a "Benefit Arrangement"), if the Grantee is a "disqualified
individual," as defined in Section 280G(c) of the Code, any Option, Restricted
Stock or Restricted Stock Unit held by that Grantee and any right to receive any
payment or other benefit under this Plan shall not become exercisable or vested
(i) to the extent that such right to exercise, vesting, payment, or benefit,
taking into account all other rights, payments, or benefits to or for the
Grantee under this Plan, all Other Agreements, and all Benefit Arrangements,
would cause any payment or benefit to the Grantee under this Plan to be
considered a "parachute payment" within the meaning of Section 280G(b)(2) of the
Code as then in effect

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(a "Parachute Payment") and (ii) if, as a result of receiving a Parachute
Payment, the aggregate after-tax amounts received by the Grantee from the
Company under this Plan, all Other Agreements, and all Benefit Arrangements
would be less than the maximum after-tax amount that could be received by the
Grantee without causing any such payment or benefit to be considered a Parachute
Payment. In the event that the receipt of any such right to exercise, vesting,
payment, or benefit under this Plan, in conjunction with all other rights,
payments, or benefits to or for the Grantee under any Other Agreement or any
Benefit Arrangement would cause the Grantee to be considered to have received a
Parachute Payment under this Plan that would have the effect of decreasing the
after-tax amount received by the Grantee as described in clause (ii) of the
preceding sentence, then the Grantee shall have the right, in the Grantee's sole
discretion, to designate those rights, payments, or benefits under this Plan,
any Other Agreements, and any Benefit Arrangements that should be reduced or
eliminated so as to avoid having the payment or benefit to the Grantee under
this Plan be deemed to be a Parachute Payment.

20. REQUIREMENTS OF LAW

20.1. General.

The Company shall not be required to sell or issue any shares of Stock
under any Award if the sale or issuance of such shares would constitute a
violation by the Grantee, any other individual exercising an Option, or the
Company of any provision of any law or regulation of any governmental authority,
including without limitation any federal or state securities laws or
regulations. If at any time the Company shall determine, in its discretion, that
the listing, registration or qualification of any shares subject to an Award
upon any securities exchange or under any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the issuance or
purchase of shares hereunder, no shares of Stock may be issued or sold to the
Grantee or any other individual exercising an Option pursuant to such Award
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Company,
and any delay caused thereby shall in no way affect the date of termination of
the Award. Specifically, in connection with the Securities Act, upon the
exercise of any Option or the delivery of any shares of Stock underlying an
Award, unless a registration statement under such Act is in effect with respect
to the shares of Stock covered by such Award, the Company shall not be required
to sell or issue such shares unless the Board has received evidence satisfactory
to it that the Grantee or any other individual exercising an Option may acquire
such shares pursuant to an exemption from registration under the Securities Act.
Any determination in this connection by the Board shall be final, binding, and
conclusive. The Company may, but shall in no event be obligated to, register any

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securities covered hereby pursuant to the Securities Act. The Company shall not
be obligated to take any affirmative action in order to cause the exercise of an
Option or the issuance of shares of Stock pursuant to the Plan to comply with
any law or regulation of any governmental authority. As to any jurisdiction that
expressly imposes the requirement that an Option shall not be exercisable until
the shares of Stock covered by such Option are registered or are exempt from
registration, the exercise of such Option (under circumstances in which the laws
of such jurisdiction apply) shall be deemed conditioned upon the effectiveness
of such registration or the availability of such an exemption.

20.2. Rule 16b-3.

During any time when the Company has a class of equity security
registered under Section 12 of the Exchange Act, it is the intent of the Company
that Awards pursuant to the Plan and the exercise of Options granted hereunder
will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To
the extent that any provision of the Plan or action by the Board does not comply
with the requirements of Rule 16b-3, it shall be deemed inoperative to the
extent permitted by law and deemed advisable by the Board, and shall not affect
the validity of the Plan. In the event that Rule 16b-3 is revised or replaced,
the Board may exercise its discretion to modify this Plan in any respect
necessary to satisfy the requirements of, or to take advantage of any features
of, the revised exemption or its replacement.

21. AMENDMENT AND TERMINATION OF THE PLAN

The Board may, at any time and from time to time, amend, suspend, or
terminate the Plan as to any shares of Stock as to which Awards have not been
made; provided, however, that the Board shall not, without approval of the
Company's shareholders, amend the Plan such that it does not comply with the
Code. The Company may retain the right in an Award Agreement to cause a
forfeiture of the gain realized by a Grantee on account of the Grantee taking
actions in "competition with the Company," as defined in the applicable Award
Agreement. Furthermore, the Company may annul an Award if the Grantee is an
employee of the Company or an affiliate and is terminated "for cause" as defined
in the applicable Award Agreement. Except as permitted under this Section 21 or
Section 22 hereof, no amendment, suspension, or termination of the Plan shall,
without the consent of the Grantee, alter or impair rights or obligations under
any Award theretofore awarded under the Plan.

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22. EFFECT OF CHANGES IN CAPITALIZATION

22.1. Changes in Stock.

If the number of outstanding shares of Stock is increased or decreased
or the shares of Stock are changed into or exchanged for a different number or
kind of shares or other securities of the Company on account of any
recapitalization, reclassification, stock split, reverse split, combination of
shares, exchange of shares, stock dividend or other distribution payable in
capital stock, or other increase or decrease in such shares effected without
receipt of consideration by the Company occurring after the Effective Date, the
number and kinds of shares for which grants of Options and other Awards may be
made under the Plan shall be adjusted proportionately and accordingly by the
Company. In addition, the number and kind of shares for which Awards are
outstanding shall be adjusted proportionately and accordingly so that the
proportionate interest of the Grantee immediately following such event shall, to
the extent practicable, be the same as immediately before such event. Any such
adjustment in outstanding Options shall not change the aggregate Option Price
payable with respect to shares that are subject to the unexercised portion of an
Option outstanding but shall include a corresponding proportionate adjustment in
the Option Price per share.

22.2. Reorganization in Which the Company Is the Surviving Entity and in
Which No Change of Control Occurs.

Subject to Section 22.3 hereof, if the Company shall be the surviving
entity in any reorganization, merger, or consolidation of the Company with one
or more other entities, any Option theretofore granted pursuant to the Plan
shall pertain to and apply to the securities to which a holder of the number of
shares of Stock subject to such Option would have been entitled immediately
following such reorganization, merger, or consolidation, with a corresponding
proportionate adjustment of the Option Price per share so that the aggregate
Option Price thereafter shall be the same as the aggregate Option Price of the
shares remaining subject to the Option immediately prior to such reorganization,
merger, or consolidation. Subject to any contrary language in an Award Agreement
evidencing an Award, any restrictions applicable to such Grant shall apply as
well to any replacement shares received by the Grantee as a result of the
reorganization, merger or consolidation.

22.3. Reorganization, Sale of Assets or Sale of Stock Which Involves a
Change of Control.

Upon the dissolution or liquidation of the Company or upon a merger,
consolidation, or reorganization of the Company with one or more other entities
in which the Company is not the surviving entity, or upon a sale of
substantially

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all of the assets of the Company to another entity, or upon any transaction
(including, without limitation, a merger or reorganization in which the Company
is the surviving entity) approved by the Board that results in any person or
entity (or person or entities acting as a group or otherwise in concert, owning
fifty percent (50%) or more of the combined voting power of all classes of
securities of the Company), (i) all outstanding shares subject to Grants shall
be deemed to have vested, and all restrictions and conditions applicable to such
shares subject to Grants shall be deemed to have lapsed, immediately prior to
the occurrence of such event, and (ii) all Options outstanding hereunder shall
become immediately exercisable for a period of fifteen days immediately prior to
the scheduled consummation of the event. Any exercise of an Option during such
fifteen-day period shall be conditioned upon the consummation of the event and
shall be effective only immediately before the consummation of the event. Upon
consummation of any such event, the Plan and all outstanding but unexercised
Options shall terminate, except to the extent provision is made in writing in
connection with such transaction for the continuation of the Plan or the
assumption of such Options theretofore granted, or for the substitution for such
Options of new options covering the stock of a successor entity, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kinds of
shares or units and exercise prices, in which event the Plan and Options
theretofore granted shall continue in the manner and under the terms so
provided. The Board shall send written notice of an event that will result in
such a termination to all individuals who hold Options not later than the time
at which the Company gives notice thereof to its shareholders.

22.4. Adjustments.

Adjustments under this Section 22 related to shares of Stock or
securities of the Company shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. No fractional shares or
other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case by
rounding downward to the nearest whole share.

22.5. No Limitations on Company.

The making of Awards pursuant to the Plan shall not affect or limit in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations, or changes of its capital or business
structure or to merge, consolidate, dissolve, or liquidate, or to sell or
transfer all or any part of its business or assets.

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23. DISCLAIMER OF RIGHTS

No provision in the Plan or in any Award or Award Agreement shall be
construed to confer upon any individual the right to remain in the employ or
service of the Company or any affiliate, or to interfere in any way with any
contractual or other right or authority of the Company either to increase or
decrease the compensation or other payments to any individual at any time, or to
terminate any employment or other relationship between any individual and the
Company. In addition, notwithstanding anything contained in the Plan to the
contrary, unless otherwise stated in the applicable Award Agreement, no Award
granted under the Plan shall be affected by any change of duties or position of
the Grantee, so long as such Grantee continues to be a director, officer,
consultant or employee of the Company. The obligation of the Company to pay any
benefits pursuant to this Plan shall be interpreted as a contractual obligation
to pay only those amounts described herein, in the manner and under the
conditions prescribed herein. The Plan shall in no way be interpreted to require
the Company to transfer any amounts to a third party trustee or otherwise hold
any amounts in trust or escrow for payment to any Grantee or beneficiary under
the terms of the Plan. No Grantee shall have any of the rights of a shareholder
with respect to the shares of Stock subject to an Option except to the extent
the certificates for such shares of Stock shall have been issued upon the
exercise of the Option.

24. NONEXCLUSIVITY OF THE PLAN

The adoption of the Plan shall not be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or particular individuals) as the Board in its discretion determines
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan.

25. WITHHOLDING TAXES

The Company or a Subsidiary, as the case may be, shall have the right to
deduct from payments of any kind otherwise due to a Grantee any Federal, state,
or local taxes of any kind required by law to be withheld with respect to the
vesting of or other lapse of restrictions applicable to an Award or upon the
issuance of any shares of Stock upon the exercise of an Option or pursuant to an
Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay to
the Company or the Subsidiary, as the case may be, any amount that the Company
or the Subsidiary may reasonably determine to be necessary to satisfy such
withholding obligation. Subject to the prior approval of the Company or

-23-

<PAGE>

the Subsidiary, which may be withheld by the Company or the Subsidiary, as the
case may be, in its sole discretion, the Grantee may elect to satisfy such
obligations, in whole or in part, (i) by causing the Company or the Subsidiary
to withhold shares of Stock otherwise issuable to the Grantee or (ii) by
delivering to the Company or the Subsidiary shares of Stock already owned by the
Grantee. The shares of Stock so delivered or withheld shall have an aggregate
Fair Market Value equal to such withholding obligations. The Fair Market Value
of the shares of Stock used to satisfy such withholding obligation shall be
determined by the Company or the Subsidiary as of the date that the amount of
tax to be withheld is to be determined. A Grantee who has made an election
pursuant to this Section 25 may satisfy his or her withholding obligation only
with shares of Stock that are not subject to any repurchase, forfeiture,
unfulfilled vesting, or other similar requirements.

26. CAPTIONS

The use of captions in this Plan or any Award Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of the Plan or such Award Agreement.

27. OTHER PROVISIONS

Each Award granted under the Plan may contain such other terms and
conditions not inconsistent with the Plan as may be determined by the Board, in
its sole discretion.

28. NUMBER AND GENDER

With respect to words used in this Plan, the singular form shall include
the plural form, the masculine gender shall include the feminine gender, etc.,
as the context requires.

29. SEVERABILITY

If any provision of the Plan or any Award Agreement shall be determined
to be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in any
other jurisdiction.

30. GOVERNING LAW

The validity and construction of this Plan and the instruments
evidencing the Awards granted hereunder shall be governed by the laws of the
State of Delaware (without giving effect to the choice of law provisions
thereof).

-24-

<PAGE>

* * *

-25-

<PAGE>

The Plan was duly adopted and approved by the Board of Directors of the
Company as of the 24th day of May, 1999.

/s/ Dewey K. Shay
----------------------------
Dewey K. Shay
Secretary

EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated February 7, 2000, with respect to the
consolidated financial statements of OneMain.com, Inc. included in the Annual
Report (Form 10-K) of OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of D&E Supernet, Inc. included in the Annual Report (Form 10-K) of
OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.3

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of SunLink, Inc. included in the Annual Report (Form 10-K) of
OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.4

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of LebaNet, Inc. included in the Annual Report (Form 10-K) of
OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 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. included in the Annual Report of
OneMain.com, Inc. on Form 10-K for the year ended December 31, 1999. We hereby
consent to the incorporation by reference of said report in the Registration
Statements of OneMain.com, Inc. on Forms S-8 (File No. 333-78661, File No.
333-78663, and File No. 333-81111).

/s/ Grant Thornton LLP

Wichita, Kansas
March 27, 2000

EXHIBIT 23.6

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of SouthWind Internet Access, Inc. included in the Annual Report
(Form 10-K) of OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.7

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of Horizon Internet Technologies, Inc. included in the Annual Report
(Form 10-K) of OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.8

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated November 4, 1998, with respect to the financial
statements of United States Internet, Inc. included in the Annual Report (Form
10-K) for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Coulter & Justus, P.C.

Knoxville, Tennessee
March 24, 2000

EXHIBIT 23.9

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of United States Internet, Inc. included in the Annual Report (Form
10-K) of OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.10

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of Internet Partners of America, LC included in the Annual Report
(Form 10-K) of OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.11

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of ZoomNet, Inc. included in the Annual Report (Form 10-K) of
OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.12

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of Palm.Net, USA, Inc. included in the Annual Report (Form 10-K) of
OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.13

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of Internet Access Group, Inc. included in the Annual Report (Form
10-K) of OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.14

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of Midwest Internet, L.L.C. included in the Annual Report (Form 10-K)
of OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.15

CONSENT OF INDEPENDENT AUDITORS

I consent to the incorporation by reference in the following Registration
Statements of my report dated December 3, 1998 with respect to the financial
statements of Internet Solutions, LLC included in the Annual Report (Form 10-K)
for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Kevin J. Tochtrop,
Certified Public Accountant

Washington, Missouri
March 24, 2000

EXHIBIT 23.16

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of Internet Solutions, LLC included in the Annual Report (Form 10-K)
of OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.17

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of FGInet, Inc. included in the Annual Report (Form 10-K) of
OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.18

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of Superhighway, Inc. d/b/a Indynet included in the Annual Report
(Form 10-K) of OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.19

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of Lightspeed Net, Inc. included in the Annual Report (Form 10-K) of
OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.20

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of JPS.Net Corporation included in the Annual Report (Form 10-K) of
OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

EXHIBIT 23.21

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the registration statements (No.
333-78661), (No. 333-78663), and (No. 333-81111) on Form S-8 of OneMain.com,
Inc. of our report dated February 6, 1999, with respect to the balance sheet of
TGF Technologies, Inc. as of December 31, 1998 and the related statements of
operations, stockholders' equity (deficit) and cash flows for each of the years
in the two-year period ended December 31, 1998, which report appears in the
December 31, 1999 Annual Report on Form 10-K of OneMain.com, Inc.

/s/ KPMG LLP

Burlington, Vermont
March 28, 2000

EXHIBIT 23.22

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements of our report dated May 13, 1999, with respect to the financial
statements of TGF Technologies, Inc. included in the Annual Report (Form 10-K)
of OneMain.com, Inc. for the year ended December 31, 1999:

Registration Statement (Form S-8 No. 333-78661) pertaining to the
OneMain.com, Inc. Employee Stock Purchase Plan

Registration Statement (Form S-8 No. 333-78663) pertaining to the
OneMain.com, Inc. 1999 Stock Option and Incentive Plan and

Registration Statement (Form S-8 No. 333-81111) pertaining to the
OneMain.com, Inc. 1999 Plan

/s/ Ernst & Young LLP

McLean, Virginia
March 27, 2000

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