SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
ISSUERS
Under Section 12 (b) or (g) of the Securities Exchange Act of 1934
DirectShoes.com, Inc.
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(Exact name of Small Business Issuer in its charter)
FLORIDA 65-0878372
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1008 N.W. 110th Lane, Coral Springs, FL 33071
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (954) 753-2222
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
ITEM 1. DESCRIPTION OF BUSINESS
A. The Company was incorporated in Florida on November 23, 1998. The Company is
authorized to issue one thousand (1,000) Common Shares, $1.00 par value.
Pursuant to a Special Meeting of the Shareholders held on January 20, 1999, the
Company filed an amendment to the Articles of Incorporation increasing the
authorized Common Shares of the Company to Fifty Million (50,000,000) with $.001
par value.
The Company's offices are located at 1008 N.W. 110th Lane, Coral Springs, FL
33071. This office consisting of 500 square feet is currently being made
available on a month to month basis by the President, Eric Nathanson.
There are presently outstanding 10,000,000 Common Shares.
Corporate Operations. The Company is a newly formed company, which currently
intends to Direct Market Shoes via the Internet, under its web site
<PAGE>
www.DirectShoes.com. The Company intends initially to advertise with search
engines to generate traffic for its web page.
Marketing. The Company shall rely primarily on internet advertising via search
engines. The Company may also use other forms of advertising such as print.
Dependence on One or a Few Major Customers. The Company does not expect that any
single customer will account for more than ten percent of its business.
Competition. The shoe and direct marketing businesses are highly competitive
with respect to price. There are numerous well-established competitors,
including national, regional and local chains, possessing substantially greater
financial, marketing, personnel and other resources than the Company.
Employees. The Company employs one person. The Company shall employ additional
individuals as required.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Trends and Uncertainties. Demand for the Company's products will be dependent
on, among other things, market acceptance of the Company's concept, the quality
of its products and general economic conditions which are cyclical in nature. In
as much as a major portion of the Company's activities is the receipt of
revenues from the sales of its products, the Company's business operations may
be adversely affected by the Company's competitors and prolonged recessionary
periods. There are no formal contracts with suppliers. All types and styles of
men's shoes, including difficult to find sizes, will be made available.
Capital and Source of Liquidity. The Company requires substantial capital in
order to meet its future corporate obligations.
On a long term basis, liquidity is dependent on continuation and expansion of
operation and receipt of revenue, additional infusions of capital and debt
financing. The Company believes that additional capital and debt financing in
the short term will allow the Company to increase its marketing and sales
efforts and thereafter result in increased revenue and greater liquidity in the
long term. However, there can be no assurance that the Company will be able to
obtain additional equity or debt financing in the future, if at all.
Results of Operations. For the period from inception through December 31, 1998,
the Company had a net loss of $192. The Company had no amortization of services
received from stock issuance As a result, for the period from inception through
December 31, 1998, the Company had net cash used by operating activities of
$192.
<PAGE>
Since inception, the Company has not received any revenues from operations. To
date, the Company has had operating expenses of $871 which consisted of
accounting fees $500 and miscellaneous $371.
Plan of Operation. The Company is not delinquent on any of its obligations even
though the Company has not yet begun to generate revenue. The Company intends to
market its products utilizing cash made available from the private and public
sale of its securities. The Company is of the opinion that revenues from the
sale of its products and joint venture along with proceeds of the sale of its
securities will be sufficient to pay its expenses.
Item 3. DESCRIPTION OF PROPERTY.
The Company's offices are located at 1008 N.W. 110th Lane, Coral Springs, FL
33071. This office consists of 500 square feet which is currently being made
available on a month to month basis by President Eric Nathanson.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tabulates holdings of shares of the Company by each person who,
subject to the above, at the date of this registration, holds of record or is
known by Management to own beneficially more than 5.0% of the Common Shares and,
in addition, by all directors and officers of the Company individually and as a
group. Each named beneficial owner has sole voting and investment power with
respect to the shares set forth opposite his name.
Shareholders at Date of Prospectus Number of Shares Percentage of
Outstanding shares
Eric Nathanson 5,100,000 51%
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
Board of Directors. The following persons listed below have been retained to
provide Services as director until the qualification and election of his
successor. All holders of Common Stock will have the right to vote for adopting
and reviewing implementation of the business plan of the Company, supervising
the development business plan, review of the officers' performance of specific
business functions. The Board is responsible for monitoring management, and from
time to time, to revise the strategic and operational plans for the Company.
Directors receive no compensation or fees for their services rendered in such
capacity.
<PAGE>
The Executive Officers and Directors are:
Name Position Term(s) of Office
Eric R. Nathanson President & Inception to present
Director
Resumes:
Eric R. Nathanson. Mr. Nathanson has been President of the Company since
inception. From 1998 to present, Mr. Nathanson has been President of Integrated
Management Group, Inc. From 1996 to present, Mr. Nathanson has been President of
ERN Investors, Inc. Mr. Nathanson earned a Bachelor of Science in Business
Management from The University of South Florida.
ITEM 6. EXECUTIVE COMPENSATION
Remuneration.
The Company has entered into an employment agreement with Eric Nathanson for a
term of five years. Pursuant to the agreement, Mr. Nathanson serves as Chief
Executive Officer. Mr. Nathanson shall receive an annualized base salary of
$150,000 and may be entitled to a potential bonus of up to $100,000, the exact
amount of which, if any, shall be determined by the Board of Directors in its
sole and absolute discretion. Mr. Nathanson is not entitled to receive any
salary or bonus until such time as the Company has successfully obtained
adequate investment capital.
Board of Directors Compensation. Members of the Board of Directors may receive
an amount yet to be determined annually for their participation and will be
required to attend a minimum of four meetings per fiscal year. All expenses for
meeting attendance or out of pocket expenses connected directly with their Board
representation will be reimbursed by the Company. Director liability insurance
may be provided to all members of the Board of Directors.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) There have been no transactions or series of similar transactions since the
beginning of registrant's last fiscal year, or any currently proposed
transaction, or series of similar transactions, to which registrant was or is to
be a party, in which the amount involved exceeds $60,000 and in which any of the
following persons had, or will have, a direct or indirect material interest.
These persons are any director or executive officer, any nominee for election as
a director, any security holder who is known to the registrant to own of record
or beneficially more than five percent of any class of the registrant's voting
securities and any member of the immediate family of any of the foregoing.
<PAGE>
Inapplicable here are (b) Certain Business Relationships, (c) indebtedness of
management and (d) Transaction with promoters.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings nor is the Company aware of
any disputes which may result in legal proceedings.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company has never paid any cash dividends nor does it intend, at this time,
to make any cash distributions to its shareholders as dividends in the near
future.
As of February 12, 1999, the number of holders of Company's common stock is
thirty six.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
As of February 12, 1999, 36 individuals or entities held common stock in the
Company, for a total of 10,000,000 shares outstanding (4,900,000 issued under
the Rule 504 Offering and 5,100,000 issued under Rule 144).Under a Rule 504 of
Regulation D Offering dated January 15, 1999, with the Federal Form D filed on
January 28, 1999, 4,900,000 common shares were offered @ $0.20 per share. Set
forth below are the purchasers and the number of common shares acquired by each,
resulting in this 504 Offering being fully subscribed.
Name Number of Common Shares
The David Michael Irrevocable Trust 490,000
The Alexander W. Senkovski Irrevocable Trust 490,000
A-Z Oil L.L.C. 486,875
The China Connection 490,000
East-West Trading Corporation 490,000
Sequoia International 490,000
Karston Electronics Ltd. 490,000
Leeward Consulting Group L.L.C. 490,000
Lexington Sales Corporation Ltd. 490,000
Oriental Investments Limited 490,000
Dr. Mark H. Nathanson 125
Mrs. Carol B. Nathanson 125
Ms. Hayya Jamri 125
Mr. Jeff Smith 125
Mrs. Gail Smith 125
Mr. Brian Simpson 125
Mr. Steven S. Siegelaub 125
Mrs. Debbie Siegelaub 125
Mr. Arnie Siegelaub 125
Mrs. Edie Siegelaub 125
Mrs. Joan Sachs 125
Mr. Rudolph Sachs 125
Mr. Brett Hendrickson 125
Ms. Lori J. Nathanson 125
Mr. Joseph Kleinfeld 125
Mrs. Sylvia Kleinfeld 125
Mr. Joel Feller 125
Mrs. Diane Clifton 125
Mrs. Andrea Chlimper 125
Mr. Leon Chlimper 125
Dr. David Lerman 125
Mrs. Marilyn Lerman 125
Mrs. Adrienne Segal 125
Mr. Jordan Reichler 125
Mr. Hector Torres 125
As of February 12, 1999, 36 individuals or entities held common stock in the
Company, for a total of 10,000,000 shares outstanding (4,900,000 issued under
the Rule 504 Offering and 5,100,000 issued under Rule 144).
ITEM 11. DESCRIPTION OF SECURITIES
Qualification. The following statements constitute brief summaries of the
Company's Certificate of Incorporation and Bylaws, as amended. Such summaries do
not purport to be complete and are qualified in their entirety by reference to
the full text of the Certificate of Incorporation and Bylaws.
The Company's Articles of Incorporation authorize it to issue up to 50,000,000
Common Shares, $.001 par value per Common Share. The Common Shares purchased in
this Offering will be fully paid and non-assessable.
Common Stock. The Company's Articles of Incorporation authorize it to issue up
to 50,000,000 Common Shares, $.001 par value per Common Share. All outstanding
Common Shares are legally issued, fully paid and non-assessable.
Liquidation Rights. Upon liquidation or dissolution, each outstanding Common
Share will be entitled to share equally in the assets of the Company legally
available for distribution to shareholders after the payment of all debts and
other liabilities.
Dividend Rights. There are no limitations or restrictions upon the rights of the
Board of Directors to declare dividends out of any funds legally available
therefor. The Company has not paid dividends to date and it is not anticipated
that any dividends will be paid in the foreseeable future. The Board of
Directors initially may follow a policy of retaining earnings, if any, to
finance the future growth of the Company. Accordingly, future dividends, if any,
will depend upon, among other considerations, the Company's need for working
capital and its financial condition at the time.
Voting Rights. Holders of Common Shares of the Company are entitled to cast one
vote for each share held at all shareholders meetings for all purposes.
Other Rights. Common Shares are not redeemable, have no conversion rights and
carry no preemptive or other rights to subscribe to or purchase additional
Common Shares in the event of a subsequent offering.
<PAGE>
Transfer Agent. Signature Stock Transfer, Inc. shall act as the Company's
transfer agent.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification. The Company shall indemnify to the fullest extent permitted by,
and in the manner permissible under the laws of the State of Florida, any person
made, or threatened to be made, a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he
is or was a director or officer of the Company, or served any other enterprise
as director, officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was an
employee of the Company.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE CORPORATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST
PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE
UNENFORCEABLE.
Item 13. FINANCIAL STATEMENTS
Allen Geer Certified Public Accountants
Independent Auditors' Report
PART F/S
<PAGE>
The following financial statements required by Item 310 of Regulation S-B are
furnished below:
Independent Auditor's Report
Balance Sheet as of November 30, 1998
Statement of Operations for the Period from Inception to November 30, 1998.
Statement of Cash Flows for the Period from Inception to November 30, 1998.
Statement of Changes in Stockholder's Equity for the Period from Inception to
November 30, 1998. (N/A)
Notes to Financial Statements
<PAGE>
DirectShoes.com, Inc.
TABLE OF CONTENTS
NOVEMBER 30, 1998
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PAGE NO.
INDEPENDENT AUDITOR'S REPORT F-1
FINANCIAL STATEMENTS
Balance Sheet F-2
Statements of Income and Retained Earnings F-3
Statement of Cash Flows F-4
Notes to Financial Statements F-5
<PAGE>
ALAN K. GEER, P.A.
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CERTIFIED PUBLIC ACCOUNTANTS 5035 East Busch Boulevard, Suite 7
Tampa, Florida 33617
(813) 988-9564
(800) 940-9564
Fax (813) 988-1815
Independent Auditor's Report
The Stockholders
DirectShoes.com, Inc.
1008 N.W. 110th Lane
Coral Springs, Florida 33071
I have audited the accompanying balance sheet of DirectShoes.com, Inc. as of
November 30, 1998, and the related statements of income, retained earnings, and
cash flows for the month then ended. These financial statements are the
responsibility of the Company's managements. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
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 financial position of DirectShoes.com, Inc. as of
November 30, 1998, and the results of its operations and its cash flows for the
month then ended in conformity with generally accepted accounting principles.
/s/ Alan K. Geer
Alan K. Geer, P.A.
December 9, 1998
F-1
<PAGE>
DirectShoes.com, Inc.
BALANCE SHEET
November 30, 1998
ASSETS
Cash $100
TOTAL ASSETS $100
=====
STOCKHOLDER'S EQUITY
Common stock, $1.00 par value,
1,000 shares authorized, 100
shares issued and outstanding 100
Paid in capital 192
Retained earnings (192)
-----
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $100
=====
See accountant's report
F-2
<PAGE>
DirectShoes.com, Inc.
STATEMENTS OF INCOME AND RETAINED EARNINGS
for the month ended November 30, 1998
REVENUES $ 0
GENERAL AND ADMINISTRATIVE
EXPENSES
Internet fees 70
Filing fees 122
----
TOTAL EXPENSES 192
NET INCOME (192)
BEGINNING RETAINED EARNINGS 0
Net Income (Loss) (192)
-----
ENDING RETAINED EARNINGS $(192)
======
See accountant's report
F-3
<PAGE>
DirectShoes.com, Inc.
STATEMENT OF CASH FLOWS
for the month ended November 30, 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $(192)
Adjustments to reconcile not
income to operating activities 0
NET CASH PROVIDED BY
OPERATING ACTIVITIES $(192)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY
INVESTING ACTIVITIES 0
CASH FLOWS FROM FINANCING ACTIVITIES
Stock issued $ 100
Paid in capital 192
------
NET CASH PROVIDED BY
FINANCING ACTIVITIES $ 292
NET INCREASE (DECREASE) IN CASH $ 100
CASH AT BEGINNING OF PERIOD 0
------
CASH AT END OF PERIOD $ 100
=====
See accountant's report
F-4
<PAGE>
DirectShoes.com, Inc.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998
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The company is a direct marketer of shoes via the internet. The company was
started in November 1998 with a business and marketing plan as well as a home
page on the internet.
The company will specialize in men's shoes and hard to find sizes offering a
number of popular brands.
The company has no assets or liabilities at this time other than the cash
received for the capital stock issued.
See accountant's report
F-5
<PAGE>
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
During the Company's most recent fiscal year or any later interim period, there
have been no changes in or disagreements with the Company's principal
independent accountant or a significant subsidiary's independent accountant.
ITEM 15. FINANCIAL STATEMENTS AND INDEX TO EXHIBITS
(1) Charter and By-Laws
(2) Voting Trust Agreement - Not Applicable
(3) Excite Contract - Pending
DESCRIPTION OF EXHIBITS
(2.1) Articles of Incorporation
(2.2) Bylaws
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
DirectShoes.com, INC.
Eric Nathanson
Date: February 16, 1999 /s/ Eric Nathanson
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By: Eric Nathanson, President
ARTICLES OF INCORPORATION
OF
DirectShoes.com, Inc.
The undersigned incorporator, for the purpose of forming a corporation under the
Florida Business Corporation Act, hereby adopts the following Articles of
Incorporation.
ARTICLE ONE
NAME
The name of the corporation shall be:
DirectShoes.com, Inc.
1008 N.W. 110th Lane
Coral Springs, FL 33071
ARTICLE TWO
PRINCIPLE OFFICE
The principle place of business and mailing address of this Corporation shall
be:
1008 N.W. 110th Lane
Coral Springs, FL 33071
ARTICLE THREE
CAPITAL STOCK
The number of shares of stock that this Corporation is authorized to have
outstanding at one time is one thousand shares of common stock with a par value
of one dollar.
<PAGE>
ARTICLE FOUR
INITIAL REGISTERED AGENT & ADDRESS
The name and address of the initial registered agent is:
Eric Nathanson
1008 N.W. 110th Lane
Cora1 Springs, FL 33071
ARTICLE FIVE
INCORPORATOR
The name and address of the Incorporator is:
Eric Nathanson
1008 N.W. 110th Lane
Coral Spring, FL 33071
The undersigned has executed these Articles of Incorporation this 18th day of
November 1998.
Signature: /s/ Eric Nathanson
------------------
Date: 11/19/98
<PAGE>
CERTIFICATE OF DESIGNATED REGISTERED AGENT
Pursuant to the provisions of section 607.0501 Florida Statutes, the undersigned
Corporation, under the Laws of the State of Florida submits to the following
statement designating the registered agent in the State Of Florida.
1. The name of the corporation is:
DirectShoes.com, Inc.
2. The name and address of the registered agent is:
Eric Nathanson
1008 N.W. 110th Lane
Coral Springs, FL 33071
Signature: /s/ Eric Nathanson
-------------------
Date: 11/19/98
Having been named as the Registered Agent and to accept service of process for
the above stated corporation at the place designated in this Certificate, I
accept the appointment as Registered Agent and agree to comply with the
provisions of all the statutes relating to the proper and complete performance
of my duties, and I am familiar with and accept the obligations of my position
as Registered Agent.
Signature: /s/ Eric Nathanson
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Date: 11/19/98
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
DirectShoes.com, Inc.
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(present name)
Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida
profit corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted: (indicate article number(s) being amended, added or
deleted)
Article Three: The number of shares of stock that this corporation is
authorized to have outstanding at one time is fifty million
(50,000,000) of common stock with a par value of $0.001.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the amendment if not
contained in the amendment itself, are as follows:
THIRD: The date of each amendment's adoption: January 6, 1999.
FOURTH: Adoption of Amendment(s) (CHECK ONE)
[X] The amendment(s) was/were approved by the shareholders. The
number of votes cast for the amendment(s) was/were sufficient
for approval.
[ ] The amendment(s) was/were approved by the shareholders through
voting groups.
<PAGE>
The following statement must be separately provided for each
voting group entitled to vote separately on the amendment(s):
"The number of votes cast for the amendment(s) was/were
sufficient for approval by ."
----------------------------
voting group
[ ] The amendment(s) was/were adopted by the board of directors
without shareholder action and shareholder action was not
required.
[ ] The amendment(s) was/were adopted by the incorporators
without shareholder action and shareholder action was not
required.
Signed this day of ,19 .
---- ------------------- ----
Signature: /s/ Eric Nathanson, President
-----------------------------
(By the Chairman or vice Chairman of the Board of Directors, President
or other officer ut or other officer if adopted by the shareholders)
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
-----------------------------------------
Typed or printed name
-----------------------------------------
Title
CORPORATE BYLAWS
ARTICLE I. MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual shareholder meeting of the above
named corporation will be bold on the ------ day of -----------, of each year or
at such other time and place as designated by the Board of Directors of the
above named corporation provided that if said day falls on a Sunday or legal
holiday, then the meeting will be held on the first business day thereafter.
Business transacted at said meeting will include the election of directors of
the above named corporation.
Section 2. Special Meetings. Special meetings of the shareholders will
be held when directed by the President, Board of Directors, or the holders of
not less than 10 percent of all the shares entitled to be cast on any issue
proposed to be considered at the proposed special meeting; provided that said
persons sign, date and deliver to the above named corporation one or more
written demands for the meeting describing the purposes(s) for which it is to be
held. A meeting requested by shareholders of the above named corporation will be
called for a date not less than 10 nor more than 60 days after the request is
made, unless the shareholders requesting the meeting designate a later date. The
call for the meeting will be issued by the Secretary, unless the President,
Board of Directors or shareholders requesting the meeting designate another
person to do so.
Section 3. Place. Meetings of shareholders will be held at the
principal place of business of the above named corporation or at such other
place as is designated by the Board of Directors.
Section 4. Record Date and List of Shareholders. The Board of Directors
of the above named corporation shall fix the record date; however, in no event
may a record date fixed by the Board of Director's be a date prior to the date
on which the resolution fixing the record date is adopted.
After fixing a record date for a meeting, the Secretary shall prepare
an alphabetical list of the names of all the above named corporation's
shareholders who are entitled to notice of a shareholders' meeting, arranged by
voting group with the address of and the number and class and series, if any, of
shares held by each. Said list shall be available for inspection in accordance
with Florida Law.
1 of 11
<PAGE>
Section 5. Notice. Written notice stating the place, day and hour of
the meeting, and the purpose(s) for which said special meeting is called, will
be delivered not less than 10 nor more than 60 days before the meeting, either
personally or by first class mail, by or at the direction of the President, the
Secretary or the officer or persons calling the meeting to each shareholder of
record entitled to vote at such meeting. If mailed, such notice will be deemed
to be effective when deposited in the United States mail and addressed to the
shareholder at the shareholder's address as it appears on the stock transfer
books of the above named corporation, with postage thereon prepaid.
The above named corporation shall notify each shareholder, entitled to
a vote at the meeting, of the date, time and place of each annual and special
shareholders' meeting no fewer than 10 or more than 60 days before the meeting
date. Notice of a special meeting shall describe the purpose(s) for which the
meeting is called. A shareholder may waive any notice required hereunder either
before or after the date and time stated in the notice; however, the waiver must
be in writing, signed by the shareholder entitled to the notice and be delivered
to the above named corporation for inclusion in the minutes or filing in the
corporate records.
Section 6. Notice of Adjourned Meeting. When a meeting is adjourned to
another time or place, it will not be necessary to give any notice of the
adjourned meeting provided that the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken. At
such an adjourned meeting, any business may be transacted that might have been
transacted on the original date of the meeting. If, however, a new record date
for the adjourned meeting is made or is required, then, a notice of the
adjourned meeting will be given on the new record date as provided in this
Article to each shareholder of record entitled to notice of such meeting.
Section 7. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, will constitute a quorum at
a meeting of shareholders. If a quorum, as herein defined, is present, the
affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on the subject matter thereof will be the act of the
shareholders unless otherwise provided by law.
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<PAGE>
Section 8. Voting of Shares. Each outstanding share will be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders.
Section 9. Proxies. A shareholder may vote either in person or by proxy
provided that any and all proxies are executed in writing by the shareholder or
his duly authorized attorney-in-fact. No proxy will be valid after the duration
of 11 months from the date thereof unless otherwise provided in the proxy.
Section 10. Action by Shareholders Without a Meeting. Any action
required or permitted by law, those bylaws, or the Articles of Incorporation of
the above named corporation to be taken at any annual or special meeting of
shareholders may be taken without a meeting, without prior notice and without a
vote, provided that the action is taken by the holders of outstanding stock of
each voting group entitled to vote thereon having not less than the minimum
number of votes with respect to each voting group that would be necessary to
authorize or take such action at a meeting at which all voting groups and shares
entitled to vote thereon were present and voted, as provided by law. The
foregoing actions(s) shall be evidenced by written consents describing the
action taken, dated and signed by approving shareholders having the requisite
number of votes of each voting group entitled to vote thereon and delivered to
the above named corporation in accordance with Florida Law. Within 10 days after
obtaining such authorization by written consent, notice shall be given to those
shareholders who have not consented in writing or who are not entitled to vote.
Said notice shall fairly summarize the material features of the authorized
action and if the action requires the providing of dissenters' rights, said
notice will comply with the disclosure requirements pertaining to dissenters'
rights of Florida Law.
ARTICLE II. DIRECTORS
Section 1. Function. All corporate powers, business, and affairs will
be exercised, managed and directed under the authority of the Board of
Directors.
Section 2. Qualification. Directors must be natural persons of 18 years
of age or older but need not be residents of this state and need not be
shareholders of the above named corporation.
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<PAGE>
Section 3. Compensation. The board of Directors will have authority to
fix the condensation for directors of the above named corporation.
Section 4. Presumption of Assent. A director of the above named
corporation who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken will be presumed to have assented to the
action taken unless such director votes against such action or abstains from
voting in respect thereto because of an asserted conflict of interest.
Section 5. Number. The above named corporation will have -----
director(s).
Section 6. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors will hold office
until said directors will have been qualified and elected at the first annual
meeting of shareholders, or until said directors earlier resignation, removal
from office or death.
At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders will elect directors to hold office until the next
annual meeting. Each director will hold office for a term for which said
director is elected until said director's successor will have been qualified and
elected, said director's prior resignation, said director's removal from office
or said director's death.
Section 7. Vacancies. Any vacancy occurring in the board of Directors
will be filled by the affirmative vote of a majority of the shareholders or of
the remaining directors even though less than a quorum of the Board of
Directors. A director elected to fill a vacancy will hold office only until the
next election of directors by the shareholders.
Section 8. Removal and Resignation of Directors. At a meeting of
shareholders called expressly for that purpose, any director or the entire Board
of Directors may be removed, with or without cause, by a vote of the holders of
a majority of the shares then entitled to vote at an election of directors.
A director may resign at any time by delivering written notice to the
Board of Directors or its chairman or to the above named corporation by and
through one of its officers. Such a resignation is effective when the notice is
delivered unless a later effective date is specified in said notice.
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<PAGE>
Section 9. Quorum and Voting. A majority of the number of directors
fixed by these Bylaws shall constitute a quorum for the transaction of business.
The act of a majority or the directors present at a meeting at which a quorum is
present will be the act of the Board of Directors.
Section 10. Executive and Other Committee. A resolution, adopted by a
majority of the full Board of Directors, may designate from among its members an
executive committee and/or other committees which will have and may exercise all
the authority of the Board of Directors to the extent provided in such
resolution, except as is provided by law. Each committee must have two or more
members who serve at the pleasure of the Board of Directors. The board may, by
resolution adopted by a majority or the full board or Directors, designate one
or more directors as alternate members of any such committee who may act in the
place and instead of any absent member or members at any meeting of such
committee.
Section 11. Place of Meeting. Special or regular meetings of the Board
of Directors will be held within or without the State of Florida.
Section 12. Notice, Time and Call of Meetings. Regular meetings of the
Board of Directors will be held without notice on such dates as are designated
by the Board of Directors. Written notice of the time and place of special
meetings of the Board of Directors will be given to each director by either
personal delivery, telegram or cablegram at least two (2) days before the
meeting or by notice mailed to the director at least five (5) days before the
meeting.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting will constitute a waiver of notice of such
meeting and waiver of any and all objections to the place of the meeting, the
time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
Neither the business to be transacted nor the purpose of, regular or
special meetings of the Board of Directors need be specified in the notice or
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<PAGE>
waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned mating will be given to the directors who were not
present at the time of the adjournment.
Meetings of the Board of Directors may be called by the chairman of the
Board, the President of the above named corporation or any two directors.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
Section 13. Action Without a Meeting. Any action required to be taken
at a meeting of the Board of Directors, or any action which may be taken at a
meeting of the Board of Directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action to be so taken, signed
by all the directors, or all the members of the committee, as the case may be,
is filed in the minutes of the proceedings of the board or of the committee.
Such consent will have the same effect as a unanimous vote.
ARTICLE III. OFFICERS
Section 1. Officers. The officers of the above named corporation will
consist of a president, a vice president, a secretary and a treasurer, each of
whom will be elected by the Board of Directors. Such other officers and
assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors from time to time. Any two or more offices
may be held by the same person.
Section 2. Duties. The officers of the above named corporation will
have the following duties:
The President will be the chief executive officer of the above named
corporation, who generally and actively manages the business and affairs of the
above named corporation subject to the directions of the Board of Directors.
Said officer will preside at all meetings of the shareholders and Board of
Directors.
The Vice President will, in the event of the absence or inability of
the President to exercise his office, become acting president of the
organization
6 of 11
<PAGE>
with all the rights, privileges and powers as if said person had been duly
elected president.
The secretary will have custody of, and maintain all of the corporate
records except the financial records. Furthermore, said person will record the
minutes of all meetings of the shareholders and Board of Directors, send all
notices of meetings and perform such other duties as may be prescribed by the
Board of Directors or the President. Furthermore, said officer shall be
responsible for authenticating records of the above named corporation.
The Treasurer shall retain custody of all corporate funds and financial
records, maintain full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of shareholders and whenever else
required by the Board of Directors or the President, and perform such other
duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal and Resignation of Officers. An officer or agent
elected or appointed by the Board of Directors may be removed by the Board of
Directors whenever in the Board's judgment the best interests of the above named
corporation will be served thereby.
Any officer may resign at any time by delivering notice to the above
named corporation. Said resignation is effective upon delivery unless the notice
specifies a later effective date.
Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of share(s) in the above named
corporation will be entitled to have a certificate representing all share(s) to
which he is holder. No certificate representing share(s) will be issued until
such share(s) is/are fully paid.
Section 2. Form. Certificates representing share(s) in the above named
corporation will be signed by the President or Vice President and the Secretary
or an Assistant Secretary and will be sealed with the seal of the above named
corporation.
Section 3. Transfer of Stock. The above named corporation will register
a stock certificate presented for transfer if the certificate is properly
endorsed by the holder of record or by his duly authorized agent.
Section 4. Lost, Stolen, or Destroyed Certificates. If a shareholder
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<PAGE>
claims that a stock certificate representing shares issued and recorded by the
above named corporation has been lost or destroyed, a new certificate will be
issued to said shareholder, provided that said shareholder presents an affidavit
claiming the certificate of stock to be lost, stolen or destroyed. At the
discretion of the Board of Directors, said shareholder may be required to
deposit a bond or other indemnity in such amount and with such sureties, if any,
as the board may require.
ARTICLE V. BOOKS AND RECORDS
Section 1. Books and Records. The above named corporation shall keep as
permanent records minutes of all meetings of its shareholders and Board of
Directors, a record of all actions taken by the shareholders or Board of
Directors without a meeting, and a record of all actions taken by a committee of
the Board of Directors in place of the Board of Directors on behalf of the above
named corporation. Furthermore, the above named corporation shall maintain
accurate accounting records. Furthermore, the above named corporation shall
maintain the following: (i) a record of its shareholders in a form that permits
preparation of a list of the names and addresses of all shareholders in
alphabetical order by class of shares showing the number and series of shares
held by each; (ii) the above named corporation's Articles or Restated Articles
of Incorporation and all amendments thereto currently in effect; (iii) the above
named corporation's Bylaws or Restated Bylaws and all amendments thereto
currently in effect; (iv) resolutions adopted by the Board of Directors creating
one or more classes or series of shares and fixing their relative rights,
preferences and limitations if shares issued pursuant to those resolutions are
outstanding; (v) the minutes of all shareholders, meetings and records of all
actions taken by shareholders without a meeting for the past 3 years; (vi)
written communications to all shareholders generally or all shareholders of a
class or series within the past 3 years including the financial statements
furnished for the past 3 years to shareholders as may be rewired under Florida
Law; (vii) A list of the names and business street addresses of the above named
corporation's current directors and officers; and
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<PAGE>
(viii) A copy of the above named corporation's most recent annual report
delivered to the Department of State.
Any books, records and minutes may be in written form or in any other
form capable of being converted into written form.
Section 2. Shareholder's Inspection Rights. A shareholder of the above
named corporation (including a beneficial owner whose shares are held in a
voting trust or a nominee on behalf of a beneficial owner) may inspect and copy,
during regular business hours at the above named corporation's principal office,
any of the corporate records required to be kept pursuant to Section 1, of this
Article of these Bylaws, if said shareholder gives the above named corporation
written notice of such demand at least 5 business days before the date on which
the shareholder wished to inspect and copy. The foregoing right of inspection is
subject however to such other restrictions as are applicable under Florida Law,
including, but not limited to, the inspection of certain records being permitted
only if the demand for inspection is made in good faith and for a proper purpose
(as well as the shareholder describing with reasonable particularity the purpose
and records desired to be inspected and such records are directly connected with
the purpose).
Section 3. Financial Information. Unless modified by resolution of the
shareholders within 120 days of the close of each fiscal year, the above named
corporation shall furnish the shareholders annual financial statements which may
be consolidated or combined statements of the above named corporation and one or
more of its subsidiaries as appropriate, that include a balance sheet as of the
end of the fiscal year, an income statement for that year, and a statement of
cash flow for that year. If financial statements are prepared on the basis of
generally accepted accounting principles, the annual financial statements must
also be prepared on that basis. If the annual financial statements are reported
on by a public accountant, said accountant's report shall accompany said
statements. If said annual financial statements are not reported on by a public
accountant, then the statements shall be accompanied by a statement of the
president or the person responsible for the above named corporation's accounting
records (a) stating his reasonable belief whether the statements were prepared
on the basis of generally accepted accounting principles and if not, describing
the basis of preparation; and (b) describing any respects in which the
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<PAGE>
statements were not prepared as a basis of accounting consistent with the
statements prepared for the preceding year. The annual financial statements
shall be mailed to each shareholder of the above named corporation within 120
days after the close of each fiscal year or within such additional time as is
reasonably necessary to enable the above named corporation to prepare same, if,
for reasons beyond the above named corporation's control, said annual financial
statement cannot be prepared within the prescribed period.
Section 4. Other Reports to shareholders. The above named corporation
shall report any indemnification or advanced expenses to any director, officer,
employee, or agent (for indemnification relating to litigation or threatened
litigation) in writing to the shareholders with or before the notice of the next
shareholders' meeting, or prior to such meeting if the indemnification or
advance occurs after the giving of such notice but prior to the time such
meeting is held, which report shall include a statement specifying the persons
paid, the amounts paid, and the nature and status, at the time of such payment,
of the litigation or threatened litigation.
Additionally, if the corporation issues or authorizes the issuance of
shares for promises to render services in the future, the above named
corporation shall report in writing to the shareholders the number of shares
authorized or issued and the consideration received by the above named
corporation, with or before the notice of the next shareholders' meeting.
ARTICLE VI. DIVIDENDS
The Board of Directors of the above named corporation may, from time to
time declare dividends on its shares in cash, property or its own shares, except
when the above named corporation is insolvent or when the payment thereof would
render the above named corporation insolvent, subject to Florida Law.
ARTICLE VII. CORPORATE SEAL
The Board of Directors will provide a corporate seal which will be in
circular form embossing in nature and stating "Corporate Seal", "Florida", year
of above named incorporation and name of said above named corporation.
ARTICLE VIII. AMENDMENT
These Bylaws may be altered, amended or repeated, and altered, amended
or
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<PAGE>
new Bylaws may be adopted by a majority vote of the full Board of Directors.
ARTICLE IX. CORPORATE INDEMNIFICATION PLAN
The above named corporation Shall indemnify any person:
(1) Who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by, or in the
right of, the above named corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the above named corporation or is or
was serving at the request of the above named corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against such costs and expenses, and to the extent
and in the manner provided under Florida Law.
(2) Who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action or suit by or in the right of the above
named corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee, or agent of the above named
corporation or is or was serving at the request of the above named corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against such costs and expenses, and
to the extent and in the manner provided under Florida Law. The extent, amount,
and eligibility for the indemnification provided herein will be made by the
Board of Directors. Said determinations will be made by a majority vote of a
quorum consisting of directors who were not parties to such action, suit, or
proceeding or by the shareholders by a majority vote of a quorum consisting of
shareholders who were not parties to such action, suit, or proceeding.
The above named corporation will have the power to make further
indemnification as provided under Florida Law except to indemnify any person
against gross negligence or willful misconduct.
The above named corporation is further authorized to purchase and
maintain insurance for indemnification of any person as provided herein and to
the extent provided under Florida Law.
11 of 11
EXCITE NETWORK ADVERTISING AGREEMENT
Excite - New York
461 5th Avenue, New York, NY 10017
voice: 212-686-8900 fax: 212.686-8964
<TABLE>
<S> <C> <C>
- ------------------------------ ---------------------------------------------------- -----------------------------------
Contract # 26476 - O Campaign: direct shoes 6/1 - 12/31/99 Printed On: December 8, 1998
Client PO #
- ------------------------------ ---------------------------------------------------- -----------------------------------
Agency: Advertiser Production Contact:
Company Name: Client: DIRECT SHOES.COM INC Name: Eric Nathanson
Contact: Contact: Title: President
Title: Title: Phone: 813-984-8474
Contact Email: Contact Email: Fax: 813-899-9481
Company Phone: Street Address: 1008 NW 110th Lane Email:
Street Address: City, State, Zip: Coral Springs, FL 33071 Address:1008 NW 110th Lane
City, State, Zip: Phone: 954-753-2222 City, State, Zip: Coral Springs,
Fax: Fax: 954-753-1123 FL 33071
- ------------------------------ ---------------------------------------------------- -----------------------------------
Campaign Information Start Date: 06/01/99 Number of Days: 214
Bill to: DIRECT SHOES.COM INC. End Date: 12/31/99 Total Imps: 1,067,860
Tech(T)/NonTech(N): N
- ------------------------------ ---------------------------------------------------- -----------------------------------
Sales Contact: Katie Chapman Total Imps: 1,067,860 Contract Cost: $74,750
Title: Telesales Account Contract Dollars: $74,750
Executive Weighted CPM: $70.00
- ------------------------------ ---------------------------------------------------- -----------------------------------
</TABLE>
-----------------------------Summary Information -----------------------------
Summary for Excite Total Imp Avg List CPM Avg Net CPM Total Cost
Keyword 1,067,860 $70.00 $70.00 $74,750
SubTotal for Excite 1,067,860 $70.00 $70.00 $74,750
-----------------------------Schedule Information -----------------------------
<TABLE>
<CAPTION>
Service Product Product Start End Days Est. Total List Net Total
Type Name Daily Imps Imps CPM CPM Cost
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Excite Keyword Xar-shoes 6/01/99 12/31/99 214 4,990 1,087,860 $70.00 $70.00 $74,750
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Comments/Special Instructions:
- --------------------------------------------------------------------------------
I have read the attached terms and conditions.
Client: /s/ Direct Shoes.com, Inc. Manager/Account Executive:
-------------------------- ----------------
Title: Director:
--------------------------- ---------------------------------
Date: Date:
----------------------------- -------------------------------------
Note: Due to the continually evolving nature of the web, we reserve the
right to change our ad products with 30 days advance notice.
- --------------------------------------------------------------------------------
<PAGE>
General Terms and Conditions
Advertiser acknowledges that the sole obligation of Excite Inc. ("Excite" )is to
display an advertising banner (the "Banner") from Advertiser which conforms to
the specifications set forth elsewhere in the insertion order(the insertion
order and these General Terms and Conditions are referred to collectively herein
as the "Agreement"). In this regard, Advertiser agrees that (i) Excite has the
right to market, display, perform, transmit and promote the Banner, and (ii)
users of Excite's services have the right to access and use the Banner and any
content and/or services directly linked to the Banner (the "Advertiser Web
Content").
All advertising will be invoiced monthly and payment in full will be due upon
receipt of the invoice. Payment for all Gaming, Tobacco, or Alcohol Advertisers
will be due and paid in advance in monthly installments. The first monthly
payment must be paid prior to the display of the first of the Banners.
Subsequent monthly installment will be due and must be paid on the first of each
month thereafter. Advertiser understands that once this Agreement is executed
there shall be no refunds or proration of rates even if Advertiser elects to
discontinue display of the Banner prior to expiration of the advertising term.
Orders are accepted subject to the terms and provisions of the current
pricelist. Advertising prices set forth in the pricelist are subject to change;
any price changes will apply to any additional advertising services requested by
Advertiser after such price change.
UNDER NO CIRCUMSTANCES SHALL EXCITE BE LIABLE TO THE ADVERTISER FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES
ARE FORESEEABLE, AND WHETHER OR NOT EXCITE HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES) ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP
PROVIDED FOR HEREIN. EXCITE SHALL IN NO EVENT BE LIABLE TO ADVERTISER FOR MORE
THAN THE TOTAL AMOUNT PAID TO EXCITE BY ADVERTISER HEREUNDER. EXCITE MAKES NO
REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, REGARDING EXCITE'S SERVICES OR ANY PORTION THEREOF, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND
IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCITE SPECIFICALLY DISCLAIMS
ANY WARRANTY REGARDING (I) THE NUMBER OF PERSONS WHO WILL ACCESS THE BANNER AND
(II)ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM INCLUDING THE BANNER WITHIN
EXCITE'S WEB SITE.
Advertiser is solely responsible for any legal liability arising out of or
relating to (1) the Banner and/or (2) the Advertiser Web Content. Advertiser
represents and warrants that the Banner complies with Excite's advertising
standards; and that Advertiser holds the necessary rights to permit the use of
the Banner by Excite for the purpose of this Agreement; and that the use,
reproduction, distribution, or transmission of the Banner will not violate any
criminal laws or any rights of any third parties, including, but not limited to,
such violations as infringement or misappropriation of any copyright, patent,
trademark, trade secret, music, image, or other proprietary or property right,
false advertising, unfair competition, defamation, invasion of privacy or rights
of celebrity, violation of any anti-discrimination law or regulation, or any
other right of any person or entity; (4) neither the Banner nor the Advertiser's
Web Content shall advertise or enable the sale of alcohol to persons under 21;
(5) neither the Banner nor the Advertiser's Web Content shall advertise or
enable the sale of tobacco or tobacco products to persons under 21; and (6)
Advertiser's Web Content complies with all laws, rules and regulations of the
state, country or territory in which it is located. Advertiser agrees to
indemnify Excite and to hold Excite harmless from any and all liability, loss,
damages, claims, or causes of action, including reasonable legal fees and
expenses that may be incurred by Excite, arising out of or related to
Advertiser's breach of any of the foregoing representations and warranties.
Excite reserves the right to reject any advertising which is not consistent with
Excite's standards. In addition, Excite shall have the right, at any time, to
remove any of Advertiser's advertising if Excite determines, in its sole
discretion, that the Banner, Advertiser Web Content or any portion thereof (i)
violates Excite's then applicable advertising policy, or (ii) is otherwise
objectionable to Excite, in which event Excite shall refund to Advertiser a pro
rata portion of the fee which Advertiser has paid to Excite for display of the
Banner (if Advertiser has paid Excite a flat fee).
Excite and Advertiser are independent contractors, and neither Excite nor
Advertiser is an agent, representative or partner of the other. Excite may
terminate this Agreement at any time in the event of material breach of this
Agreement by Advertiser. This Agreement sets forth the entire agreement between
Advertiser and Excite, and supersedes any and all prior agreements (whether
written or oral) of Excite and Advertiser with respect to the subject matter set
forth herein; provided, however, that all pricing will be governed by Excite's
then-current pricelist, whether in print or electronic form. This Agreement may
only be modified, or any rights under it waived, by a written document executed
by both parties. This Agreement shall be interpreted, construed and enforced in
all respects in accordance with laws of the State of California, without regard
to the actual state or country of incorporation or residence of Advertiser.
Advertiser hereby irrevocably consents to the exclusive jurisdiction of the
courts of the State of California and the federal courts situated in the State
of California in connection with any action arising under this Agreement.
Advertiser may not assign this Agreement, in whole or in part.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
UNAUDITED CONDENSED FINANCIAL STATEMENTS FILED WITH THE COMPANY'S FORM 10-SB AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> NOV-30-1998
<EXCHANGE-RATE> 1
<CASH> 100
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 100
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 100
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 100
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 100
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 192
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (192)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
