AMERICAS HOME PAGE INC, S-1, 1999-05-11

AMERICAS HOME PAGE INC
S-1, 1999-05-11

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<PAGE> 1
As filed with the Securities and Exchange Commission on May 11, 1999

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

AMERICA'S HOME PAGE, INC.
(Exact Name of Registrant as Specified in its Charter)

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

<TABLE>
<S> <C> <C>
Delaware 7373 86-0947454
(State of other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

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

Joel W. Cohen
President and Chief Executive Officer
America's Home Page, Inc.
3655 Nobel Drive, Suite 550
San Diego, California 92122
(619) 677-0500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:

Susan M. Hermann Joseph P. Richardson
Pedersen & Houpt, P.C. Bryan Cave LLP
161 North Clark Street, Suite 3100 Two North Central Avenue, Suite 2200
Chicago, IL 60601-3224 Phoenix, Arizona 85004-4406
(312) 641-6888 (602) 364-7000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.

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

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum
to be offering price aggregate offering Amount of
Title of each class of securities to be registered registered per share price (1) registration fee
<S> <C> <C> <C> <C>

Common stock, par value $0.001 ................ 3,248,750(2) $ 9 $ 29,238,750 $ 8,129
Warrants to purchase common stock ............. 300,000,000 $ 0 $ 0 $ 0
Common stock issuable upon exercise of warrants 10,000,000 $ 0 $ 0 $ 0
------------ ------------
Total ......................................... $ 29,238,750 $ 8,129
</TABLE>

(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457 under the Securities Act.

(2) Includes the over-allotment option of 423,750 shares granted to our
underwriters.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED , 1999
---------

PROSPECTUS [Warrant cover page]

[LOGO]

AMERICA'S HOME PAGE, INC.

300,000,000 Warrants to Purchase 10,000,000 Shares of Common Stock
10,000,000 Shares of Common Stock Issuable upon Exercise of the Warrants

America's Home Page, Inc. is registering 300,000,000 warrants which
will be offered to individuals who visit and register on our Web site. We are
also registering 10,000,000 shares of our common stock that our members will
receive when they exercise their warrants. The warrants may be exercised at any
time after 180 days from the closing of our initial public offering and on or
before the tenth business day after the calendar year following the calendar
year in which a member earned the warrants. Initially, our members will be
entitled to one share of our common stock for every 30 warrants they earn and
exercise. We reserve the right to adjust our warrant exercise ratio in the
future.

Shares of our common stock are listed on the Nasdaq National Market
under the symbol "TAKE." Our warrants are not publicly traded.

SEE "RISK FACTORS" BEGINNING ON PAGE 7 TO READ ABOUT CERTAIN RISKS YOU
SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 3
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED , 1999
---------
PROSPECTUS
[IPO cover page]

[LOGO]

AMERICA'S HOME PAGE, INC.

2,825,000 Shares of Common Stock

This is an initial public offering of 2,825,000 shares of common stock
of America's Home Page, Inc. We are also registering 300,000,000 warrants which
will be offered to individuals who visit and register on our Web site and
10,000,000 additional shares of our common stock which will be available for
individuals exercising their warrants earned by registering on and visiting our
Web site.

Prior to this offering, there has been no public market for our common
stock. We currently estimate that the initial public offering price for our
common stock will be between $7 and $9 per share.

We intend to list our common stock on the Nasdaq National Market under
the symbol "TAKE."

SEE "RISK FACTORS" BEGINNING ON PAGE 7 TO READ ABOUT CERTAIN RISKS YOU
SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.

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

<TABLE>
<CAPTION>
Per Share Total
<S> <C> <C>
Initial public offering price of common stock $ $
Underwriting discount $ $
Proceeds, before expenses, to America's Home Page, Inc. $ $
</TABLE>

We have granted the underwriters the right to purchase up to 423,750
additional shares of common stock at the initial public offering price, less the
underwriting discount, to cover any over-allotments.

The underwriters expect to deliver the shares being offered against
payment in Phoenix, Arizona on , 1999.
--------
-----------------------

PARADISE VALLEY SECURITIES, INC.

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

The date of this prospectus is , 1999.
---------------
<PAGE> 4
[inside cover artwork]

[description to be filed by amendment]

[__________________________] are service marks of America's Home Page, Inc. All
other trademarks, service marks or trade names referred to in this prospectus
are the property of their respective owners.

-2-
<PAGE> 5
TABLE OF CONTENTS

PROSPECTUS SUMMARY...........................................................4

THE OFFERING.................................................................5

SUMMARY FINANCIAL INFORMATION................................................6

RISK FACTORS.................................................................7

USE OF PROCEEDS.............................................................18

DIVIDEND POLICY.............................................................18

CAPITALIZATION..............................................................18

DILUTION ...................................................................19

SELECTED FINANCIAL DATA.....................................................20

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS......................21

THE COMPANY.................................................................25

MANAGEMENT..................................................................33

PRINCIPAL STOCKHOLDERS......................................................36

RELATED PARTY TRANSACTIONS..................................................37

DESCRIPTION OF CAPITAL STOCK................................................38

FEDERAL INCOME TAX CONSEQUENCES.............................................40

UNDERWRITING................................................................43

LEGAL MATTERS...............................................................46

EXPERTS ...................................................................46

AVAILABLE INFORMATION.......................................................46

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS. THOSE STATEMENTS
INCLUDE INDICATIONS REGARDING OUR INTENT, BELIEF OR CURRENT EXPECTATIONS.
DISCUSSIONS IN THIS PROSPECTUS UNDER THE HEADINGS "PROSPECTUS SUMMARY,"
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" AND "THE COMPANY" AND ELSEWHERE IN THIS PROSPECTUS INCLUDE
FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INVOLVE RISKS AND UNCERTAINTIES,
MANY OF WHICH ARE BEYOND OUR CONTROL, WHICH COULD CAUSE OUR ACTUAL FUTURE
RESULTS TO DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THE FORWARD-LOOKING
STATEMENTS. IN PARTICULAR, THE RISKS AND UNCERTAINTIES DESCRIBED UNDER "RISK
FACTORS" IN THIS PROSPECTUS COULD CAUSE OUR ACTUAL FUTURE RESULTS TO DIFFER
MATERIALLY FROM WHAT WE CONTEMPLATE. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE
OF THIS PROSPECTUS.

-3-
<PAGE> 6
PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS AND
MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. TO MORE FULLY
UNDERSTAND OUR BUSINESS AND THIS OFFERING, YOU SHOULD READ THE ENTIRE PROSPECTUS
CAREFULLY, INCLUDING THE RISK FACTORS AND OUR FINANCIAL STATEMENTS.

AMERICA'S HOME PAGE

OUR COMPANY: We are an early stage company that has developed our
takes.com Web site to serve as a unique, useful and
customizable portal to the World Wide Web.

OUR ATTRACTION: We will award a warrant exercisable for our common
stock to Internet users who register with us as
members. Under our membership award program, members
will be awarded a warrant each day they visit our Web
site. Members may earn an additional warrant for
remaining at our Web site for four continuous hours
during any day. Initially, we will award warrants
exercisable for our common stock on a 30:1 basis. The
warrants will be issued pursuant to a registration
statement filed with the Securities and Exchange
Commission. Our registration statement will also cover
the issuance of shares of our common stock upon
exercise of the warrants.

We intend to develop our Web site into a cooperative
environment. We believe that our co-ownership model is
consistent with the communal philosophy of the
Internet.

OUR BUSINESS STRATEGY: By offering our Web site users the opportunity to earn
an equity stake in America's Home Page, we believe we
will foster a sense of ownership and create a home page
environment that our members will regularly utilize as
their Internet gateway. We intend to use our membership
award program to:

- develop and grow our user base;

- provide targeted market opportunities for sponsors
and advertisers;

- create user loyalty;

- enhance our Web site's features and functionality;
and

- develop extraordinary content.

OUR WEB SITE: Initially, our Web site will include, among other
things:

- search capabilities through GoTo.com, a syndicated
search engine;

- content provided through a third-party aggregator
and integrator of content;

- 12 content categories allowing our members and
others to provide original editorial commentary or
"Takes" on specific subjects; and

-4-
<PAGE> 7
- a customizable personal home page containing
features which will allow members to personalize
their page by using, among other things, customized
pull-down menus, hyperlinks to Web sites selected
by the member and information on their holdings of
our warrants and common stock.

OUR OFFICES: We are a Delaware corporation. Our principal executive
office is located at 3655 Nobel Drive, Suite 550, San
Diego, California 92122, and our telephone number is
(619) 677-0500. Our Web site address is
http://www.takes.com. The information on our Web site
is not part of this prospectus.

THE OFFERING

The following table, and similar information throughout this prospectus
relating to shares to be outstanding after the completion of our initial public
offering, assumes that the underwriters do not exercise the option we granted
them to purchase up to 423,750 additional shares:

<TABLE>
<S> <C>
COMMON STOCK OFFERED BY AMERICA'S HOME PAGE.......................... 2,825,000 shares

COMMON STOCK TO BE OUTSTANDING AFTER THE INITIAL PUBLIC OFFERING..... 15,725,000 shares (1)

USE OF PROCEEDS...................................................... We intend to use the net proceeds
from our initial public offering to
develop and acquire content for our
Web site, for advertising and
marketing expenses, hardware,
advanced Web site development
and general corporate purposes,
principally working capital and
operating expenses.

PROPOSED NASDAQ NATIONAL MARKET SYMBOL............................... TAKE
</TABLE>

(1) Excludes 10,000,000 shares of common stock reserved for issuance upon
exercise of 300,000,000 warrants issuable under our membership award
program. Also excludes 3,100,000 shares of our common stock authorized
for issuance under our stock option plans.

-5-
<PAGE> 8
SUMMARY FINANCIAL INFORMATION

The summary financial information is derived from our financial
statements. The pro forma balance sheet data summarized below reflects the
application of the net proceeds from our sale of 2,825,000 shares of common
stock.

We expect to incur significant non-cash expenses from our issuance of
the 300,000,000 warrants to our users. The effects of issuing the warrants to
our users have not been presented on a pro forma basis because the amounts
cannot be reasonably estimated at this time.

<TABLE>
<CAPTION>
PERIOD FROM MARCH 16, 1999
STATEMENT OF OPERATIONS DATA (INCEPTION) TO MARCH 31, 1999
-----------------------------
<S> <C>
Total revenues $ --
Operating loss (197,520)
---------
Net loss (197,520)
=========
</TABLE>

<TABLE>
<CAPTION>
BALANCE SHEET DATA AS OF MARCH 31, 1999
---------------------------
ACTUAL PRO FORMA
----------- -----------
<S> <C> <C>
CASH $ -- $20,418,000
WORKING CAPITAL 981,098 21,399,098
TOTAL ASSETS 1,004,228 21,422,228
STOCKHOLDERS' EQUITY 981,098 21,399,098
</TABLE>

-6-
<PAGE> 9
RISK FACTORS

This offering and our business involve various risks and uncertainties.
You should carefully consider the risks and uncertainties described below and
the other information in this prospectus before deciding whether to invest in
our shares of common stock. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business
operations and future prospects. If any of the following risks actually occur,
our business, financial condition or operating results could be materially
adversely affected. This could cause the market price of our common stock to
decline, and you may lose part or all of your investment.

WE CANNOT PREDICT OUR SUCCESS BECAUSE WE LACK AN OPERATING HISTORY

There are many risks associated with a development stage company such
as ours and we cannot be certain that we will successfully address these risks
or that our business strategy will otherwise be successful.

We were incorporated on March 16, 1999. To date, we have devoted our
efforts primarily to organizational activities, including raising seed capital,
and developing and testing our Web site and database and network capabilities.
As a result of our brief existence and focus on organizational activities, no
operating history exists upon which you can evaluate our performance and an
investment in our common stock. An investor in our common stock must consider
the risks and difficulties frequently encountered by early stage companies in a
new, rapidly evolving and highly competitive industry.

We cannot be certain that our business strategy will be successful or
that we will successfully address any or all of these risks. If we are unable to
execute our plans and grow our business either as a result of risks identified
in this section or for any other reason, this failure could have a material
adverse effect on our business, financial condition and results of operation.

WE ANTICIPATE FUTURE LOSSES AND NEGATIVE CASHFLOW

We anticipate incurring substantial costs and expenses during our
developmental stages. Although we intend to cultivate strategic partnerships and
revenue generating relationships with advertisers, sponsors, electronic
merchants and others, we presently have only one third party commitment in place
from which we expect to generate revenues. We anticipate that initial revenues
will not offset our initial costs and expenses. Accordingly, we expect losses
going forward into the foreseeable future.

We expect operating losses and negative cash flow in the foreseeable
future. We anticipate losses because we expect to incur costs and expenses
related to:

- the development of our Web site, database systems and network
infrastructure;

- brand development, marketing and other promotional activities;

- ongoing Web site development and the development and expansion
of our Web site content; and

- strategic relationship development.

Our profitability depends on our ability to generate and sustain
revenue from advertisers, sponsors, electronic merchants and other sources while
maintaining reasonable expense levels. Revenues from these sources are difficult
to forecast because they generally depend on the volume and duration of visits
to our Web site. At this time, we are focused on development matters and have
established limited revenue generating relationships and strategic partnerships.
If we do achieve profitability, we cannot be certain that we would be able to
sustain or increase profitability on a quarterly or annual basis in the future.

-7-
<PAGE> 10
As of March 31, 1999, we had an accumulated deficit of $197,520 and we
anticipate that we will incur net losses for the foreseeable future. The extent
of these losses will be dependent, in part, on our ability to attract and
sustain a user base. We expect our operating expenses to increase, particularly
our sales, marketing and brand promotion expenses as well as our general and
administrative expenses, as we hire additional employees to develop and expand
our business. To the extent that revenue does not grow at anticipated rates, or
that increases in operating expenses are not followed by commensurate increases
in revenue, or that we are unable to adjust operating expense levels
accordingly, our business, results of operations and financial condition will be
materially and adversely affected. There can be no assurance that our operating
losses will not increase in the future or that we will ever achieve or sustain
profitability.

OUR QUARTERLY REVENUES AND OPERATING RESULTS ARE DIFFICULT TO FORECAST

Due to a number of factors beyond our control and our lack of operating
history, we have limited ability to predict operating expenses and revenues. We
cannot give any assurances that future operating results will be a good
indication of our future performance or that we will meet our current
expectations.

As a result of our lack of an operating history, we have limited
meaningful historical financial data upon which to forecast quarterly revenues
and results of operations. In addition to the variable expense associated with
our membership award program, factors that may materially and adversely affect
our business and cause our operating results to fluctuate include, among others,
the following:

- failure to attract visitors to our takes.com Web site;

- our inability to retain users, encourage them to make repeat
visits to our Web site or encourage them to patronize the
businesses of our advertisers, sponsors, electronic merchants
or other revenue generating partners;

- the number and duration of visits to our Web site or our
inability to convert visitors to members;

- our inability to adequately maintain, upgrade and develop our
Web site, database systems or network infrastructure;

- the ability of our competitors to offer new or enhanced Web
sites, services or products;

- decreases in the market value of our stock, and thus the value
of warrants we issue to members;

- fluctuations in the demand for Internet services, information
or communication;

- our failure to develop strategic marketing relationships
pursuant to which we receive revenue, content or other services
in exchange for providing traffic on third-party Web sites;

- decreases in advertising rates;

- our inability to retain existing personnel or attract new
personnel in a timely and effective manner;

- the amount and timing of operating costs and capital
expenditures relating to expansion of our operations;

- technical difficulties, system downtime or Internet brownouts;
and

- general economic conditions and economic conditions specific to
the Internet.

-8-
<PAGE> 11
OUR QUARTERLY EXPENSES MAY BE MATERIALLY AFFECTED BY OUR MEMBERSHIP AWARD
PROGRAM

We will award warrants to acquire shares of our common stock to our
members when they visit our Web site. Each warrant awarded will result in a
non-cash expense, which will lower our net income or increase our net loss
during the quarter in which the warrant is given. We cannot reasonably estimate
the amount of this expense at this time.

Under our membership award program, we will award our members a warrant
to receive common stock each time they visit our Web site and another warrant
for each day they spend at least four continuous hours on our Web site. We also
intend to hold contests and other events from time to time which will permit our
members to receive additional warrants. Initially, the warrants we issue will
entitle holders to receive one share of stock for 30 warrants. Under generally
accepted accounting principles, we will record a membership award program
expense for daily net warrant issuances in the approximate amount of 1/30th of
the market value of our common stock, less a discount to adjust the expense to
the fair value of the related warrants each day. This non-cash expense is
incurred because our membership award program essentially involves our issuing
the right to acquire shares as represented by warrants, without our receipt of
the cash value of the shares. If we change the number of warrants required for
exercise into a share of our common stock, the non-cash charge would be
increased or decreased proportionately. For example, assuming a constant market
value of the common stock, if we decreased to 15 the number of warrants required
to receive a share of our common stock, the per warrant expense would double.
Similarly, if we increased to 60 the number of warrants required, the per
warrant expense would decrease by half.

The amount of expense related to issuance of warrants that we will be
required to recognize in a quarter will be determined principally by:

- the market value of our common stock;

- the number of warrants required for exercise into a share of
common stock;

- the actual and/or estimated warrant expiration rate; and

- the number of users who visit our Web site and earn warrants.

Due to this accounting requirement and the foregoing factors, we cannot
reasonably estimate the non-cash expense associated with our membership award
program. We expect the expenses related to our membership award program will
increase as traffic on our Web site increases, assuming that visitors to the
site register with us and thus receive a warrant for each qualified visit to the
site.

WE MAY BE UNABLE TO MANAGE GROWTH EFFECTIVELY

Our inability to successfully manage our future growth may place a
significant strain on our management, infrastructure, information systems and
resources.

Our ability to successfully implement our business plan in a rapidly
evolving market requires effective planning and management. If we substantially
outperform our business model's expectations, our operations may be insufficient
to adequately accommodate our increasing need for, among others, improved Web
site features and functionality, expanded sales and marketing resources,
upgraded database systems and upgraded network infrastructure.In addition, the
administration of our Web site, including our award, conversion and distribution
of warrants and compliance with reporting requirements may suffer. We intend to
rapidly increase the scope of our operations and grow our resources
substantially by hiring additional employees, engaging independent contractors
and exploring strategic partnerships as we deem necessary. Our anticipated
growth and future operations may place a significant strain on our management,
infrastructure, information systems and resources.

-9-
<PAGE> 12
OUR MARKET IS HIGHLY COMPETITIVE

The Internet is extremely competitive and we cannot assure you that we
will be able to compete effectively.

- quality and quantity of content;

- brand recognition; and

- the number of users, the duration and frequency of user visits
and user demographics.

Many of our existing and potential competitors, including Web
directories and search engines and large traditional media companies, have
longer operating histories in the Internet market, greater name recognition,
larger customer bases and significantly greater financial, technical and
marketing resources than we have. Competitors are able to undertake more
extensive marketing campaigns for their brands and services, and make more
attractive offers to potential employees, vendor affiliates, commerce companies
and third-party content providers. There can be no assurance that our
competitors and potential competitors will not develop Web sites that achieve
equal or greater market acceptance or that such competition will not have a
material adverse effect on our business, financial condition and results of
operations.

THE MARKET FOR INTERNET ADVERTISING IS UNCERTAIN

We will be highly dependent on advertising and sponsorship revenues.

In the foreseeable future, we expect to derive a substantial amount of
our revenues from advertising and sponsorship. Advertisers that have
traditionally relied upon other advertising media may be reluctant to advertise
on the Internet. Our ability to generate revenues would be adversely affected if
the market for Internet advertising fails to develop or develops more slowly
than expected.

Different pricing models are used to sell advertising on the Internet.
It is difficult to predict which, if any, will emerge as the industry standard.
This makes it difficult to project our future advertising rates and revenues.
For example, advertising rates based on the number of "click throughs," or user
requests for additional information made by clicking on the advertisement,
instead of rates based solely on the number of impressions, or times an
advertisement is displayed, could adversely affect our revenues because
impression-based advertising will comprise a substantial majority of our
expected advertising revenues. Our advertising revenues could be adversely
affected if we are unable to adapt to new forms of Internet advertising.
Moreover, software programs that limit or prevent advertising from being
delivered to a Internet user's computer are available. Widespread adoption of
this software could adversely affect the commercial viability of Internet
advertising.

-10-
<PAGE> 13
WE MAY BE UNABLE TO ADEQUATELY TRACK AND MEASURE THE DELIVERY OF ADVERTISEMENTS
ON OUR WEB SITE

We may be unable to measure the effectiveness of our advertising.

It is important to our advertisers that we accurately represent the
demographics of our user base and the delivery of advertisements on our Web
site. We depend on third parties to provide these measurement services. Further,
no widely accepted standards exist to measure the effectiveness of Internet
advertising. We are also implementing systems designed to record demographic
data on our users. If we do not develop these systems successfully, we may not
be able to accurately evaluate the demographic characteristics of our users.
Companies may not advertise on our Web site or may pay less for advertising if
they do not perceive our measurements, or measurements made by third parties, to
be reliable.

COMPETITION FOR ADVERTISING EXPENDITURES

We face strong competition for advertising and sponsorship revenues.

We compete with online services, other Web site operators and
advertising networks, as well as traditional offline media such as television,
radio and print for a share of advertisers' total advertising budgets. We
believe that the number of companies selling Web-based advertising and the
available inventory of advertising space has recently increased substantially.
Accordingly, we may face increased pricing pressure for the sale of
advertisements, which could impact our ability to generate advertising revenues.
In addition, our sales may be adversely affected to the extent that our
competitors offer superior advertising services that better target users or
provide better reporting of advertising results.

OUR BUSINESS DEPENDS UPON THIRD PARTIES

Our business depends upon third parties, including providers of
technology, content and features as well as systems developers.

We have entered into a non-exclusive agreement with GoTo.com, Inc.
("GoTo.com") to provide our users with Internet search capabilities. We depend
on GoTo.com for ongoing maintenance and technical support to ensure accurate and
rapid presentation of search results to our users. Termination of our agreement
with GoTo.com or GoTo.com's failure to renew our agreement upon expiration could
result in substantial additional costs to us in developing or replacing
GoTo.com's search technology. We also intend to enter into a non-exclusive
agreement with InfoSpace.com, Inc. ("InfoSpace.com"), an integrator of Internet
content, to provide content for our Web site. Any errors, delays or failures
experienced in connection with these third-party technologies and services could
have a negative effect on our relationship with our users, could materially and
adversely effect our brand and our business and could subject us to liability to
third parties for business negligence such as defamation or libel. We rely upon
Jedi Group Inc. ("Jedi Group") to assist us in developing our database
capabilities. Any termination of our agreements with these third parties
consultants could disrupt our service to users and would have a material adverse
effect on our business, financial condition and results of operations.

WE HAVE CAPACITY CONSTRAINTS AND SYSTEM DEVELOPMENT RISKS

Our success is largely dependent upon our ability to develop, maintain
and rapidly scale our Web site, network infrastructure and systems without any
interruption in features and services. Any significant interruption would have
an adverse affect on our business.

We seek to generate a high volume of traffic on our Web site.
Accordingly, the satisfactory performance, reliability and availability of our
Web site, processing systems and network infrastructure are critical to our
reputation and our ability to attract and retain large numbers of users who make
our Web site their Internet home.

-11-
<PAGE> 14
Our revenues will depend on the number and duration of visits to our Web site.
Any system interruptions that result in the unavailability of our site or our
ability to offer warrants to acquire our common stock diminish the
attractiveness of our services. We believe it is reasonable to expect periodic
system interruptions. Any substantial increase in the volume of traffic on our
Web site beyond what we have projected will require us to expand and upgrade its
technology, transaction processing systems and network infrastructure. There can
be no assurance that we will be able to accurately project the rate or timing of
increases, if any, in the use of our Web site or expand and upgrade its systems
and infrastructure to accommodate such increases in a timely manner.

We expect to use internally developed systems to operate our Web site.
We will be required to continually enhance and improve these systems in order to
accommodate the anticipated use of our Web site. Furthermore, in the future, we
may add additional features and functionality to our site's services that would
result in the need to develop or license additional technologies. Our inability
to develop and further upgrade our existing technology and to add new features
and functionality to our Web site may cause unanticipated system disruptions,
slower response times and degradation in levels of customer service or quality
of visits.

Our success, in particular our ability to successfully track and
distribute our warrants, successfully provide online content and services, and
appeal to advertisers, sponsors and other revenue generating partners, is
largely dependent on the efficient and uninterrupted operation of our computer
and communications systems. There can be no assurance that we will be able in a
timely manner to effectively upgrade and expand our systems or to integrate
smoothly any newly developed or purchased technologies with its existing
systems.

WE FACE THE RISKS OF SYSTEM FAILURES, SOME OF WHICH ARE MAINTAINED BY THIRD
PARTIES UPON WHOM WE DEPEND

Natural disasters or unanticipated systems problems which cause
interruptions or delays in our service could result in our reputation, brand and
business being adversely affected.

Our success, and in particular our ability to draw high traffic our Web
site, depends on the efficient and uninterrupted operation of our computer and
communications hardware systems. Substantially all of our computer hardware for
operating our Web site is currently located at the facilities of Verio, Inc.
("Verio") in Irvine, California.These systems and operations are vulnerable to
damage or interruption from earthquakes, floods, fires, power loss,
telecommunication failures, break-ins, sabotage, viruses, intentional acts of
vandalism and similar events. We do not presently have fully redundant systems,
a formal disaster recovery plan or alternative providers of hosting services and
do not carry sufficient business interruption insurance to compensate us for
losses that may occur. Any damage to, failure of, or compromise of our systems
could result in reductions in, or terminations of, our Web site traffic. In the
case of frequent or persistent system failures, our reputation and name brand
could be materially adversely affected. The occurrence of any of these events
could have a material adverse effect on our business, financial condition and
results of operations.

WE ARE EXPOSED TO RISKS ASSOCIATED WITH ONLINE SECURITY

Success of our business model could be impaired if Internet users
choose not to provide us with the information we require to become members based
upon concerns about Internet security and privacy. In addition, our systems may
be subject to security breaches, viruses and other disruptions, all of which
could adversely impact our business.

Internet user concerns over the security and privacy of information
transmitted over the Internet may inhibit the growth of the Internet as a whole
and our ability to attract and retain a growing base of users. We cannot predict
whether Internet users will be willing to transmit the confidential information
necessary to identify them with the specificity we are requiring them to provide
to earn warrants. Although we believe that the prospect of receiving equity in
America's Home Page is a strong incentive for an Internet user to provide us
with the requisite

-12-
<PAGE> 15
information, an Internet user may nevertheless refuse to divulge his name,
address, date of birth and/or Social Security number and other information over
the Internet. If such concerns are widespread, then we may be unable to meet our
expectations of rapidly creating a large base of users.

We have a non-disclosure policy displayed on our Web site. Our policy
is not to willfully disclose any individually identifiable information about any
user to a third party without the user's consent. Despite this policy, if third
persons were able to penetrate our network security or otherwise misappropriate
our users' personal information, we could be subject to liability. These claims
could result in litigation. In addition, the Federal Trade Commission and state
regulatory agencies have been investigating Internet companies regarding their
use of personal information. We could incur additional expenses if new
regulations regarding the use of personal information are introduced or if
regulatory agencies choose to investigate our privacy practices.

In order to securely transmit confidential information over the
Internet, we expect that we will rely on encryption and authentication
technology that we license from third parties. We cannot predict whether events
or developments will result in a compromise or breach of the methods we intend
to use to protect confidential data transmissions. Moreover, servers used by us
may be vulnerable to computer viruses, physical or electronic break- ins, and
similar disruptions. We may need to expend significant additional capital and
other resources to protect against a security breach or to alleviate problems
caused by any breaches. We cannot assure that we can prevent all security
breaches.

RISKS ASSOCIATED WITH BRAND DEVELOPMENT

We may be unable to establish our brand with potential users or
maintain it with existing members.

We believe that establishing and maintaining our brand will be critical
to attracting and expanding our user base and Web traffic and commerce
relationships. We also believe that the importance of brand recognition will
increase due to the growing number of Internet sites and the extremely low
barriers to entry. If our users do not perceive our services to be of high
quality, or if we alter or modify our brand image, introduce new services or
enter into new business ventures that are not favorably received by our users,
the value of our brand could be diluted, thereby decreasing the attractiveness
of our Web site to our users.

WE WILL NEED ADDITIONAL CAPITAL

We anticipate that we will need to raise additional capital and the
terms of any additional financing may dilute the value, rights, preferences or
privileges of your common stock.

We anticipate that we will require substantial working capital to fund
our business. We currently anticipate that the net proceeds of our initial
public offering will be sufficient to meet our expected needs for working
capital and capital expenditures through at least the next 12 months. However,
we may need to raise additional funds prior to the expiration of such period. If
we raise additional funds through the issuance of equity, equity-related or debt
securities, any or all of these securities may have rights, preferences or
privileges senior to those of the rights of our common stock and our
stockholders may experience additional dilution. We cannot be certain that
additional financing will be available to us on favorable terms when required,
or at all.

EXISTING AND POTENTIAL USERS MAY NOT EMBRACE OUR MEMBERSHIP AWARD PROGRAM

Our revenues may be significantly less than we anticipate if our users
fail to embrace our membership award program.

Our success depends on the acceptance by users of our business model
for awarding warrants to our users. We expect our membership award program to
generate significant interest in our Web site

-13-
<PAGE> 16
and to create a large and loyal user base. If our membership award program is
not sufficient to generate traffic to our Web site, our user base will not be as
large as we expect and our revenues from advertisers, sponsors and others could
be significantly less than expected.

WE DEPEND ON THE INTERNET AND THE DEVELOPMENT OF THE INTERNET INFRASTRUCTURE

The failure of the Internet to maintain its growth and the integrity of
its infrastructure, and the ability of other companies and competitors to
restrict our access to the Internet and its users, could adversely affect our
success and the price of our common stock.

Our success will depend in large part on continued growth in, and use
of, the Internet. There are critical issues concerning the use of the Internet
which remain unresolved. The issues concerning the use of the Internet which we
expect to affect the development of the market for our services include:

- security;

- reliability;

- cost;

- ease of access;

- quality of service; and

- increases in bandwidth availability.

If the Internet develops more slowly than we expect, it will adversely
affect our business. In addition, companies that control access to the Internet
through network access or Web browsers could promote our competitors or cause
substantial roadblocks to our entrance and growth within the Internet market.
Either of these developments could adversely affect our business.

RAPID TECHNOLOGICAL CHANGE MAY ADVERSELY AFFECT US

Our inability to keep up with technological change, industry standards
or practices, and enhance the features and functionality of our Web site to the
satisfaction of our users, could delay or prohibit our success.

To remain competitive, we must continue to enhance and improve the
functionality and features of our Web site. The Internet and the online services
industry are rapidly changing. If competitors introduce new products and
services embodying new technologies, or if new industry standards and practices
emerge, our existing Web site and proprietary technology and systems may become
obsolete. Our future success will depend on our ability to do the following:

- both license and internally develop leading technologies useful
in our business;

- enhance our existing Web site and online informational
services;

- develop new services and technologies that address the
increasingly sophisticated and varied needs of our prospective
users; and

- respond to technological advances and emerging industry
standards and practices on a cost- effective and timely basis.

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<PAGE> 17
The development of our Web site and other proprietary technology
entails significant technical and business risks. We may use new technologies
ineffectively or we may fail to adapt our Web site, database systems and network
infrastructure to our users' requirements or emerging industry standards. If we
face material delays in introducing new services, products and enhancements, our
existing and prospective users may forego the use of our services and use those
of our competitors.

PROTECTION OF OUR TRADEMARKS, PROPRIETARY RIGHTS AND DOMAIN NAMES IS UNCERTAIN

The steps we take to protect our current and future trademarks,
proprietary rights and domain names may be inadequate due to potential changes
in the regulation of domain name registration and the unavailability of
effective laws and regulations protecting trademark, proprietary and domain
rights in various jurisdictions.

We regard our anticipated copyrights, service marks, trademarks, trade
dress, trade secrets and similar intellectual property as critical to our
success. We intend to rely on trademark and copyright law, trade secret
protection and confidentiality and/or license agreements with our employees,
users, partners and others to protect our proprietary rights. Effective
trademark, service mark, copyright and trade secret protection may not be
available in every country in which we may expand in order to provide services
online. Therefore, the steps we take to protect our proprietary rights may be
inadequate.

We currently hold various Web domain names relating to our brand,
including the "takes.com," "America's Home Page.com" and "americashomepage.com"
domain names as well as related domain names which we could use internationally.
The acquisition and maintenance of domain names generally are regulated by
governmental agencies and their designees and such regulation is subject to
change. Governing bodies may establish additional top-level domains, appoint
additional domain name registrars or modify the requirements for holding domain
names. As a result, we may be unable to acquire or maintain relevant domain
names in all countries in which we intend to conduct business. Furthermore, the
relationship between regulations governing domain names and laws protecting
trademarks and similar proprietary rights is unclear. Therefore, we may be
unable to prevent third parties from acquiring domain names that are similar to,
infringe upon or otherwise decrease the value of our trademarks and other
proprietary rights.

WE MAY BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION

The adoption or modification of laws or regulations relating to the
Internet and to our distribution of equity over the Internet could adversely
affect our business.

We are not currently subject to direct regulation by any government
agency, other than regulations applicable to businesses generally, and there are
currently few laws or regulations directly applicable to access to commerce on
the Internet. However, due to the increasing popularity and use of the Internet,
a number of legislative and regulatory proposals are under consideration by
federal, state, local and foreign governmental organizations. Laws or
regulations may be adopted with respect to the Internet relating to such issues
as user privacy, taxation, infringement, pricing, quality of products and
services and intellectual property ownership. The adoption of any such laws or
regulations may decrease the growth in the use of the Internet, which could in
turn decrease the demand for our online services, increase our cost of doing
business, or otherwise have a material adverse effect on our business, financial
condition and results of operations. Moreover, the applicability to the Internet
of existing laws governing issues such as property ownership, copyright,
trademark, trade secret, obscenity, libel and personal privacy is uncertain and
developing. Any new legislation or regulation, or application or interpretation
of existing laws could hamper the growth of the Internet and decrease its
acceptance as a communications and commercial medium, and could, thereby, have a
material adverse effect on our business, financial condition and results of
operations. In addition, a number of proposals have been made at the federal,
state and local level that would impose additional taxes on the sale of goods
and services over the Internet and some states have taken measures to tax
Internet-related activities.Further, our strategy of attracting and building a
loyal user audience based upon equity

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<PAGE> 18
sharing is new and different. The novelty of this strategy and its duplication
by other online companies may result in heightened scrutiny of the concept and
more stringent regulations concerning its use, the rights of our users and our
obligations to them. The adoption or modification of laws or regulations
relating to the Internet and to the distribution of equity over the Internet
could adversely affect our business.

WE MAY BE LIABLE FOR CONTENT ON OUR WEB SITE

Claims may be filed against us based on our online content. If
meritorious, these claims could adversely affect our business reputation and
operations, particularly to the extent such liability is not covered by
insurance.

We believe that our future success will depend in part upon our ability
to deliver compelling informational content to our users. As a publisher of
online content and because materials may be downloaded by users of our Web site
and subsequently distributed to others, there is a potential that claims will be
made against us for defamation, negligence, copyright or trademark infringement,
personal injury or other theories based on the nature, content, publication and
advertising of such materials. In the past, plaintiffs have brought such claims
and sometimes successfully litigated them against online services. Such claims
might include, among others, that by directly or indirectly providing hyperlink
text links to Web sites operated by third parties, we are liable for copyright
or trademark infringement or other wrongful actions by such third parties
through such Web sites. It is also possible that if any third-party content
provided on our Web site contains errors, third parties could make claims
against us for losses incurred in reliance on such content. Even to the extent
such claims do not result in liability, we could incur significant costs in
investigating and defending against such claims. If we were found liable for
information carried on or disseminated through our Web site, we may be required
to implement measures to reduce our future exposure to such liability, including
the expenditure of substantial resources, that may limit the attractiveness of
our services to users. Although we intend to carry general liability insurance,
our insurance may not cover claims of these types or may be inadequate to
indemnify us for all liability that may be imposed on us. If we face liability,
particularly liability that is not covered by our insurance or is in excess of
our insurance coverage, then our reputation and our business may suffer.

WE DEPEND ON KEY PERSONNEL

As a development stage company in a competitive market, our success
will depend upon the performance of existing key personnel and upon our ability
to attract and retain a majority of our workforce in the period following
completion of our initial public offering.

Our future success also depends upon retaining the services of Joel W.
Cohen, our President and Chief Executive Officer, and attracting and retaining
executive officers, information systems personnel and other key sales, marketing
and support personnel, whom we will hire following our initial public offering.
The ability of executive management and these other key personnel, the majority
of whom will be newly hired, to effectively work together is critical to our
success. None of our officers or key employees, including Mr. Cohen, are bound
by an employment agreement for any specific term and we do not expect to bind
officers or key employees in the future. It is anticipated that these current
and future officers will have an at-will employment relationship. We do not have
"key person" life insurance policies covering any of our employees.

WE FACE YEAR 2000 RISKS

The Year 2000 phenomenon could have an adverse effect on our business
in the event that it manifests itself in the computers, networks and related
systems relied upon by us, our third-party service providers and vendors, our
warrant holders, and the Internet.

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<PAGE> 19
computer software applications could fail or create erroneous results by, at or
beyond the year 2000. Our business will be largely dependent on software and
computer technology potentially subject to year 2000 issues including the
software we use to create and provide our Web site's content, our interaction
with warrant holders, database retrieval and processing functions, firewalls,
security, monitoring and back-up capabilities. Because we are a young company
still in the process of developing our systems, we intend to obtain only
software, computer technology and other services from third-party providers that
can guarantee year 2000 compliance. However, such guarantees may be impossible
or too costly to obtain and we may find it necessary to obtain software or
hardware which could experience a failure due to year 2000 issues. We also
anticipate being dependent on telecommunications vendors to maintain
connectivity to our network and, potentially, traditional third-party carriers
to deliver written communications to our users.

CONTROL BY OFFICERS AND DIRECTORS

Our officers and directors own a substantial amount of our common stock
and will continue to exert significant influence over the management of
America's Home Page following our initial public offering.

Executive officers, directors and entities affiliated with them will,
in the aggregate, beneficially own approximately 58.1% of our outstanding common
stock following the completion of our initial public offering. These
stockholders, if acting together, would be able to significantly influence all
matters requiring approval by our stockholders, including the election of
directors and the approval of mergers or other business combination
transactions.

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<PAGE> 20
USE OF PROCEEDS

We estimate that the net proceeds from the sale of the 2,825,000 shares
of our common stock in our initial public offering will be $20.4 million ($23.6
million if the underwriters exercise their over-allotment option in full),
assuming an initial public offering price of $8 per share after deducting the
underwriting discount and estimated offering expenses payable by us. We intend
to use the net proceeds from our initial public offering approximately as
follows:

- $10.0 million for developing and acquiring content for our Web
site;

- $3.0 million for advertising and marketing;

- $1.0 million for hardware;

- $1.0 million for advanced Web site development; and

- the remaining $5.4 million for general corporate purposes,
principally working capital and operating expenses (or $8.6
million if the underwriters exercise their over-allotment
option in full).

We may change the allocation of these amounts if market or competitive factors
change from those that we anticipate.

DIVIDEND POLICY

We have never declared or paid cash dividends on our common stock. We
currently intend to retain all available funds and any future earnings for use
in the operation and expansion of our business, and do not anticipate paying any
cash dividends in the foreseeable future.

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 1999
(1) on an actual basis and (2) on an as adjusted basis to reflect the receipt
and use of net proceeds from the sale of 2,825,000 shares of our common stock at
an assumed public offering price of $8 per share:

<TABLE>
<CAPTION>
As of March 31, 1999
-----------------------------
Actual As Adjusted(1)
------------ --------------
<S> <C> <C>
Stockholders' equity
Common stock, par value $0.001 per
share, 60,000,000 shares authorized,
12,900,000 issued and outstanding,
actual; 15,725,000 issued and
outstanding pro forma $ 12,900 $ 15,725
Additional paid-in-capital 1,165,718 21,580,893
Accumulated deficit (197,520) (197,520)
------------ ------------
Total stockholders' equity $ 981,098 $ 21,399,098
============ ============
</TABLE>

(1) The effects of the exercise of the 300,000,000 warrants by our users, the
issuance of the 10,000,000 shares of common stock reserved for issuance
upon exercise of those warrants, the exercise by the underwriters of their
over-allotment option of 423,750 shares of common stock and the exercise
by the underwriters of their warrants to purchase 282,500 shares of common
stock have not been presented on a pro forma basis because the amounts
cannot be reasonably estimated.

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<PAGE> 21
DILUTION

Our net tangible book value as of March 31, 1999 was approximately $1.0
million or $0.08 per share. Net tangible book value per share represents the
amount of our total tangible assets reduced by the amount of our total
liabilities and divided by the total number of shares of common stock
outstanding. Dilution in net tangible book value per share represents the
difference between the amount per share paid by purchasers of shares of common
stock in our initial public offering and the net tangible book value per share
of common stock immediately after the completion of our initial public offering.
After giving effect to the sale of the 2,825,000 shares of common stock offered
by us at an assumed initial public offering price of $8 per share, and after
deducting the underwriting discount and estimated initial public offering
expenses payable by us, our pro forma net tangible book value at March 31, 1999
would have been approximately $21.4 million or $1.36 per share of common stock.
This represents an immediate increase in net tangible book value of $1.28 per
share to existing stockholders and an immediate dilution of $6.64 per share to
new investors of common stock. The following table illustrates this dilution on
a per share basis:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share ................................. $8.00
Net tangible book value per share before the offering ...................... $0.08
Increase per share attributable to new investors ........................... 1.28
-----
Pro forma net tangible book value per share after the initial public offering (1) 1.36
-----
Dilution per share to new investors ............................................. $6.64
=====
</TABLE>

(1) The effects of the exercise of the 300,000,000 warrants by our users,
the issuance of the 10,000,000 shares of common stock reserved for
issuance upon exercise of those warrants, the exercise by the
underwriters of their over-allotment option of 423,750 shares of common
stock and the exercise by the underwriters of their warrants to
purchase 282,500 shares of common stock have not been presented on a
pro forma basis because the amounts cannot be reasonably estimated.

The following table summarizes as of March 31, 1999, on the as adjusted
basis described above, the number of shares of common stock purchased from us by
existing stockholders and investors in our initial public offering, the total
consideration we received and the average price per share paid by existing
stockholders and by investors in our initial public offering (before deducting
the underwriting discount and estimated initial public offering expenses payable
by us):

<TABLE>
<CAPTION>
Shares Purchased Total Consideration
------------------------- ---------------------------- Average Price
Number Percentage Amount Percentage Per Share
---------- ---------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Initial Public Offering Investors 2,825,000 18% $22,600,000 95% $8.00
Existing Stockholders 12,900,000 82 1,178,618 5 .09
---------- --------- ----------- -----
Total 15,725,000 100% $23,778,618 100%
========== ========= =========== =====
</TABLE>

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<PAGE> 22
SELECTED FINANCIAL DATA

In the table below, we provide you with selected financial data of
America's Home Page. We have prepared this information using our historical
financial statements for the period from March 16, 1999 (inception) through
March 31, 1999.

When you read this selected financial data, it is important that you
read along with it the historical financial statements and related notes
included in this prospectus, as well as the section of this prospectus titled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." Historical results are not necessarily indicative of future
results.

<TABLE>
<CAPTION>
PERIOD FROM MARCH 16,
1999 (INCEPTION) THROUGH
MARCH 31, 1999
------------------------
<S> <C>
STATEMENT OF OPERATIONS DATA

Revenues $ --

Costs and expenses:

Selling, general and administrative $ 18,902
Research and development 178,618
------------
197,520
------------

Net loss $ (197,520)
============

Basic and diluted net loss per share $ (0.02)
============

Weighted average shares used in calculating
basic and diluted net loss per share 11,784,470
============
</TABLE>

<TABLE>
<CAPTION>
AS OF
MARCH 31, 1999
--------------
<S> <C>

BALANCE SHEET DATA

Cash $ --

Working capital 981,098

Total assets 1,004,228

Stockholders' equity 981,098
</TABLE>

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<PAGE> 23
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

We are a newly formed development stage company poised to launch a
gateway to the Web with a strategy for attracting and sustaining a broad and
loyal base of Internet users. Our strategy is to award Internet users one
warrant exercisable for our common stock when they register with us. After
registering with us, members will receive one warrant each day they visit our
Web site and an additional warrant if they remain on our site for four
continuous hours during any day. Initially, we will award warrants exercisable
for our common stock on a 30:1 basis. By awarding our members an equity interest
in us, we expect to foster a strong sense of personal loyalty and corporate
ownership among our members.

In January 1999, our founders began developing the business concept for
America's Home Page. Our founders subsequently contacted Silvervision
Entertainment Group, LLC ("Silvervision") to assist in developing our
infrastructure and Web site. Since January 1999, our operating activities have
focused primarily on the development, acquisition and configuration of the
necessary software and computer infrastructure. We have also focused on initial
planning and development of our Web site, operations and capital raising
activities. In March 1999, we formally incorporated and our founders contributed
all of their intellectual property rights relating to our business concept as
well as the value of their services to us. In addition, Silvervision transferred
to us all of its right, title and interest in our business concept and the
technology associated with it as well as a right of first refusal on a 30%
interest in an Internet opportunity that could be of value to us in the future
all in exchange for 900,000 shares of our common stock issued to two of its
principals. See "Related Party Transactions." For the month of April 1999, we
paid Silvervision in cash for their continuing development services. Beginning
on May 1, 1999, the individual employees of Silvervision working on our site
development became our employees and were no longer employees of Silvervision.
We have also engaged the Jedi Group to develop our database architecture in
exchange for cash payments. We expect our Web site to be available in late June
1999. However, we will not offer or issue warrants to users until our
registration statement is declared effective. To date, we have not generated any
revenues.

We have funded our activities to date primarily from exchanges of our
common stock for services performed for us by our principals and through service
arrangements with Silvervision using equity participation as consideration. In
addition, we sold 3,000,000 shares of our common stock for a total of $1.0
million in a private placement in March 1999.

We will require substantial capital to continue development activities,
to deliver our concept and to commence sales and marketing efforts. While we
believe that the net proceeds from our initial public offering will be
sufficient to develop and deliver our product to Internet users, the continued
development and expansion of our Web site as well as the ongoing costs
associated with development of our computer systems and software; future
research; sales and marketing; funding of acquisitions or other strategic
arrangements; and the cost of attracting qualified personnel may require
additional funding. The costs associated with our continued expansion and
development are significant and may be in excess of our expectations. Our
continued expansion and development will be predicated upon our ability to
access additional capital or other strategic arrangements to fund such
activities.

We expect our future revenues to be generated primarily from
arrangements and agreements with advertisers, sponsors and content providers. We
have entered into an agreement with GoTo.com to provide our users with Internet
search capabilities. Our relationship with GoTo.com is non-exclusive. We also
intend to enter into an agreement with InfoSpace.com, an integrator of Internet
content, to provide us with content. We also expect to initially rely upon a
third party to sell advertising space on our Web site. We believe that our
strategy for attracting new and repeat users to our Web site, combined with data
gathered about these users, will provide attractive marketing opportunities for
advertisers, sponsors, content providers and electronic merchants. We base

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<PAGE> 24
our business model on our ability to attract and retain a loyal user base, and
the generation of revenue from sources whose sponsorship of our business is
predicated upon such user traffic. We believe we will need to constantly expand
and improve the content of and features offered by our Web site in order to
continue to attract users, and we will need to develop a significant marketing
and sales effort to reach our potential revenue sources. We anticipate revenue
from such sources will not be sufficient to cover our operating costs in the
near future and we expect to incur significant losses. While we are cautious of
developing a corporate overhead structure in advance of generating any revenue
to cover such costs, we believe the installation of certain infrastructure
components is necessary for our early stage growth. We can offer no assurance
that our business model will succeed or that sufficient revenue can be generated
to cover our costs of operations.

As of March 31, 1999, we had an accumulated deficit of $197,520 and we
anticipate that we will incur net losses for the foreseeable future. The extent
of these losses will depend, in part, on the amount and rates of growth in our
revenue from advertisers, sponsors, content providers and electronic merchants.
We expect our operating expenses to increase significantly, especially in the
areas of sales and marketing and brand promotion. As a result, we will need to
generate significant revenue if profitability is to be achieved. We believe that
our operating results since inception are not meaningful and that the results
for any period should not be relied upon as an indication of future performance.
To the extent that revenue does not grow at anticipated rates or that increases
in our operating expenses precede or are not subsequently followed by
commensurate increases in revenue, or that we are unable to adjust operating
expense levels accordingly, our business, results of operations and financial
condition will be materially and adversely affected. There can be no assurance
that our operating losses will not increase in the future or that we will ever
achieve or sustain profitability. See "Risk Factors--We Cannot Predict Our
Success because We Lack an Operating History" and --"We Anticipate Future Losses
and Negative Cashflow."

RESULTS OF OPERATIONS

We have a limited operating history on which to base an evaluation of
our business and prospects. You must consider our prospects in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of development, particularly companies dependent upon the relatively
new and rapidly evolving Internet environment. Our risks include, but are not
limited to, an evolving and unpredictable business model and proper management
of growth. To address these risks, we must, among other things, maintain and
expand our user base, implement and successfully execute our business and
marketing strategy, continue to develop and upgrade our technology and our Web
site, provide superior customer services and convenience, respond to competitive
developments, and attract, retain and motivate qualified personnel. We cannot
assure anyone that we will be successful in addressing such risks, and our
failure to do so could have a material adverse effect on our business, financial
condition and results of operations.

Our losses from inception represent in-kind services received from our
founding stockholders as well as direct expenses paid by our founding
stockholders prior to our inception through March 31, 1999. The amount of our
losses from inception was determined based on the cost basis of the services
provided by our founding stockholders from prior to our incorporation through
March 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

To date, we have raised capital amounting to approximately $1,000,000
through a private placement of our common stock and received the benefit of cash
payments made by our founding stockholders amounting to approximately $178,618.
We do not expect to incur significant capital commitments until we have
successfully completed our initial public offering. We currently anticipate that
the net proceeds of our initial public offering will be sufficient to meet our
anticipated needs for working capital and capital expenditures through at least
the next 12 months. However, additional capital could be required if unexpected
costs arise or if we pursue ventures that enhance or accelerate our business
development such as acquisitions of content providers, search engines or other
businesses. If such additional capital requirements arise, we may need to raise
additional funds sooner than expected. If we raise additional funds through the
issuance of equity, equity-related or debt securities, such securities may have
rights, preferences or privileges senior to those of the rights of our common
stock holders, who would then experience dilution. We cannot be certain that
additional financing will be available to us on favorable terms when required,
or at all.

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Concurrently with the closing of our initial public offering of our
common stock, we are offering warrants to receive shares of our common stock at
any time after 180 days from the closing of our initial public offering.Upon
conversion into common stock, the warrants issued to our members will represent
approximately one third of our fully diluted shares outstanding. We estimate
that the shares underlying the warrants we have registered are sufficient to
last at least 12 months from the closing of our initial public offering.
Unexpectedly high volumes of users visiting our site could materially alter our
projections of the sufficiency of the equity reserved for the conversion of
warrants. We anticipate registering additional warrants and shares of common
stock in the future to meet the needs of our model for issuing equity to users.
Such registration of additional warrants and common stock will have a dilutive
effect on existing stockholders. We reserve the right to issue, or not to issue,
additional warrants and common stock, determine future conversion ratios of
warrants, or to abandon our membership award program.

WE DEPEND ON OUR MANAGEMENT INFORMATION SYSTEM; YEAR 2000 COMPLIANCE

Many existing computer programs use only two digits to identify a year.
These programs were designed and developed without addressing the impact of the
upcoming change in the century. If not corrected, many computer software
applications could fail or create erroneous results by, at or beyond the year
2000. Our business will be largely dependent on software and computer technology
potentially subject to year 2000 issues including the software we use to create
and provide our Web site's content, our interaction with warrant holders,
database retrieval and processing functions, firewalls, security, monitoring and
back-up capabilities. Because we are a young company still in the process of
developing our systems, we intend to obtain only software, computer technology
and other services from third-party providers that can guarantee year 2000
compliance. However, such guarantees may be impossible or too costly to obtain
and we may find it necessary to obtain software or hardware which could
experience a failure due to year 2000 issues. We also anticipate being dependent
on telecommunications vendors to maintain connectivity to our network and,
potentially, traditional third-party carriers to deliver written communications
to our users.

As we develop our Web site and our corporate infrastructure, we intend
to ensure that all software, hardware and proprietary operating code we develop
is year 2000 compliant. Substantially all of our hardware and software was
purchased during 1999. Our servers and their operating systems are certified by
their manufacturer, Sun Microsystems, as Tier 1 compliant, or year 2000
compliant at the time of their release. In addition, we have reasonable
assurances from the manufacturers that the software we used to develop our Web
site and database engine, including Oracle 8 and Apache Web Server, is year 2000
compliant. We will continue to pursue assurances of year 2000 compliance from
manufacturers of the hardware and software used to develop our site and
infrastructure. In addition, Verio, the third-party host of our network servers,
has provided us with reasonable assurances of its year 2000 compliance. We also
believe the proprietary operating code we developed is year 2000 compliant. We
do not anticipate spending material amounts on year 2000 compliance.

We will conduct a formal audit of our internal systems in August 1999
once they are more fully developed. After our internal year 2000 compliance
audit, we may be required to modify or replace significant portions of our
software so that our systems will function properly with respect to dates in
2000 and beyond. We may experience potential systems interruptions or delays in
services if we are unable to make required modifications or conversions

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in a timely and cost-effective manner or if there is a malfunction in our
systems. Further, if we fail to successfully resolve these issues, some or all
of our operations may shut down, which would have a material adverse affect on
our business.

We have not yet fully developed a comprehensive contingency plan to
address situations that may result if we are unable to achieve year 2000
readiness for our critical operations. We are developing a detailed contingency
plan which we expect to be completed and expanded as necessary during the second
half of 1999. However, our contingency plan may not adequately address all year
2000 issues we may face. Our failure to develop and implement, if necessary, an
appropriate contingency plan could materially adversely affect our business and
results of operations.

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THE COMPANY

America's Home Page is an early stage company that has developed the
takes.com Web site to serve as a portal to the World Wide Web. We believe we
have developed a portal which is unique, useful and customizable and for which
we have initiated our membership award program as a strategy for attracting and
sustaining a broad and loyal user base. Under our membership award program,
visitors to our Web site earn equity in America's Home Page for accessing and
using our takes.com Web site. Upon registering on our Web site, users will
become members and be issued a warrant which is exchangeable for our common
stock. Subsequently, members may earn additional warrants each day that they
visit takes.com and for using our portal continuously for four hours each day.
Further, we also intend to hold periodic contests and other events which will
permit our members to receive additional warrants. We believe that by combining
equity ownership in America's Home Page with a high quality, content-rich portal
site, we will build and sustain a large cooperative community of users whose
interests will be uniquely aligned with ours and those of our advertisers,
sponsors and other revenue generating partners. We intend to encourage
development of a cooperative community among our users in the future by
providing forums for moderated discussions of current issues, soliciting content
from our users and providing members-only promotions.

Our Web site will be available to Internet users in late June 1999. We
will not offer or issue warrants to users until our registration statement is
declared effective. Users may access any Internet site from takes.com including
leading sites and search engines such as Yahoo!, Excite, Lycos and others. The
initial roll out of the takes.com Web site will serve as a platform for us to
further expand our content and service offerings, which we believe will further
enhance our site. We believe the takes.com Web site will become the home page of
choice for our users. The takes.com Web site includes, among other things,
search capabilities, useful and in-depth content in 12 broad categories and a
customizable personal home page feature.

By providing our site's users with equity in America's Home Page, we
expect to rapidly build and sustain a large and loyal cooperative community of
users and to develop brand recognition around America's Home Page and takes.com.
We intend to educate our members that the value of America's Home Page, and
therefore their warrants, is largely dependent upon our ability to generate
advertising revenues and override revenues generated by electronic commerce. We
believe that by aligning our interests with those of our members, we will be
able to deliver a large audience to our advertisers, sponsors and other revenue
generating partners. Delivering such an audience is essential to attracting
advertising and sponsorship revenues. If we are successful in creating a large
and loyal user base with our membership award program we expect to be required
to spend significantly less on advertising and sales expenses.

GROWTH OF THE INTERNET

The Internet enables millions of people worldwide to interact, share
and access information, conduct business and be entertained electronically. The
online company eMarketer estimates that at year-end 1998, the number of
Americans using the Internet was approximately 47 million, and that
approximately 24.4 million, or 24.2%, of U.S. households were connected to the
Internet. Further, eMarketer estimates that the number of Americans using the
Internet will grow to approximately 85 million by the end of 2002 and that the
number of U.S. households connected to the Internet will increase to
approximately 43% of all U.S. households, or a total of approximately 44 million
households. According to eMarketer, the U.S. contained approximately 62% of the
estimated worldwide Internet users at year-end 1998.

INTERNET AS AN ADVERTISING MEDIUM

The rapidly increasing popularity and acceptance of the Internet
represents an enormous opportunity for businesses to reach consumers and conduct
commerce over the Internet. The commercial potential of the Internet has
resulted in a proliferation of Web sites through which businesses, communities,
media companies, news services, affinity groups and individuals seek to inform,
entertain, communicate and conduct business with Internet users worldwide.
According to eMarketer, there were approximately 2.2 million registered domain
names, or Web

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pages, registered at year-end 1998 and eMarketer estimates that by the end of
2000 there will be approximately 3.95 million registered domain names. This
rapid growth in the number of Web sites and the wide array of content associated
with them has caused the emergence of numerous portals, integrated online
services through which users can access a wide range of information and service
providers and Internet search engines and directories.

The Internet provides a medium in which advertisers can develop
one-to-one relationships with potential customers worldwide without making
significant investments in traditional infrastructure such as retail outlets,
vendor networks and sales personnel. The Internet is distinguished from
traditional media outlets because of a lack of geographic or temporal
limitations, real-time access to dynamic and interactive content, and
instantaneous communication with a single individual or with groups of
individuals. In order to market their products and services, advertisers seek
outlets where they may obtain demographic information about the users and which
provide a large number of users who spend at least a minimum amount of time at a
particular site. According to eMarketer, online advertising spending exceeded
$1.5 billion in 1998 and is projected to rise to approximately $8.9 billion in
2002.

BUSINESS STRATEGY

By offering our Web site users an equity stake in America's Home Page,
we believe we will foster a sense of ownership and community and create a home
page environment that our members will regularly utilize as their Internet
gateway. With our membership award program allowing users to become owners of
America's Home Page, we intend to:

DEVELOP AND GROW OUR USER BASE. We believe that building awareness of
America's Home Page and the ability to become a stockholder in our company are
critical to our success. We intend to build our user base and, correspondingly,
our brand value aggressively. We will initially market our site with promotions
including traditional advertisement and press exposure. We also believe that our
user base will grow significantly by word- of-mouth. We believe that our
membership award program will generate a substantial amount of repeat traffic
and new users.

PROVIDE TARGETED MARKET OPPORTUNITIES FOR SPONSORS AND ADVERTISERS. To
become a member and receive warrants, a visitor register in our membership award
program and provide his or her name, address and other demographic information.
We expect this information to be valuable to us and to prospective advertisers
and sponsors in developing targeted marketing opportunities. In addition, users
may be asked for additional information each day prior to receiving their
warrant. As the number of our users grows, we believe we will be able refine and
categorize the data we collect about our users enabling us to attract
advertisers wishing to reach a large member base to whom they can effectively
target products and services. We also intend to build a team of specialists
experienced in sales and marketing to advertisers, sponsors, electronic
merchants and other revenue generating sources and we believe we will be
offering a large and loyal user base to these sources.

CREATE USER LOYALTY. We believe that the concept of earning equity in
America's Home Page for visiting our site will provide a powerful platform for
developing user loyalty. We intend to educate our users that the value of
America's Home Page and, therefore, their equity ownership, is largely dependent
upon revenue generated from advertisers, sponsors, content providers and others
seeking our users' audience and, thus, the advertising revenues they can
provide. In addition, we expect to generate significant revenue from fees
generated pursuant arrangements with electronic shopping and fulfillment sites.
The following are necessary to attract such revenue sources:

- high Web site traffic volume;

- a large base of registered members;

- growth in user base;

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- repeat usage of Web site;

- high volume of Web pages viewed;

- duration of Web site visit;

- information about and preferences of our members; and

- information on results generated from advertising at our Web
site.

By educating our members of the importance of attracting revenue
sources and the factors important to those sources, we believe that we will
encourage our members to make our customizable home page site their gateway to
the Internet. Through their understanding of the importance of revenue
generation to the value of their shares, we believe that we will foster a sense
of corporate ownership and a user base that will patronize our advertisers and
electronic commerce partners and maximize time spent at our site. We expect our
membership award program to be the initial draw which will cause our users to
use takes.com as a portal to the Internet. We expect our future content and
strategic partnerships to cause our users to use takes.com as their home page of
choice.

ENHANCE OUR WEB SITE'S FEATURES AND FUNCTIONALITY. We believe that a
combination of highly advanced functionality and performance and depth of
commercially available content is critical to the commercial success of our
takes.com site. We are committed to site reliability and accessibility, and
intend to make continuous enhancements to our technology, such as upgrading and
expanding server and networking infrastructure, increasing fault tolerance,
maintaining backup and storage capacity and improving Internet connections. In
addition, we intend to increase the efficiency of our database processing and
the sophistication of the marketing- specific information within our databases.

DEVELOP EXTRAORDINARY CONTENT. Initially, the content of takes.com will
be provided by third parties. Following the completion of our initial public
offering, we intend to develop and offer additional content and to integrate
this content with additional third-party content and services. We intend to
develop unique, extraordinary content which will further enhance the appeal of
takes.com, attract additional users and enhance the development of our brand.
This content will be designed with our user demographics in mind and we expect
that our users, in fostering the cooperative spirit of takes.com, will
contribute to such additional content. We expect to establish editorial boards
to review member contributed content.

USE BUSINESS MODEL FOR COMPANY EXPANSION. We believe that our business
model, making our members equity owners in America's Home Page, provides a
number of competitive advantages over other Internet sites and portals. We
believe that we can use this model to expand our business and our member base.
We believe possibilities for acquisition or development of content, services,
search capabilities, strategic partnerships and other avenues of growth are
significant, will further enhance the value of our Web site to our members and
will contribute to the development of our brand name and our member base. We
intend to immediately and aggressively pursue such avenues of growth.

THE takes.com SITE

Our takes.com Web site is designed to be a user friendly, content-rich,
customizable Internet portal. Portals are online sites from which Internet users
can access a wide range of information and services without having to navigate
through numerous other sites. Our site will offer traditional portal service
offerings including aggregated third-party content, search capabilities and
links to other Web sites. Initially, our Web site will include, among other
things:

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- search capabilities through GoTo.com, Inc. ("GoTo.com"), a
syndicated search engine;

- content provided through a third-party aggregator and
integrator of content services; and

- a customizable personal home page containing features which
will allow members to customize their page by using, among
others, personalized pull-down menus, hyperlinks to Web sites
selected by the member and information on their holdings of our
warrants and common stock.

We have identified 12 content categories which we plan to initially
feature on our Web site. Buttons accessing these content sections may be added
to, removed from or replaced with content sections specified by members on their
personalized home page. Immediately following the closing of our initial public
offering, the content on our site will consist almost completely of information
provided through a third-party provider of content and will contain graphics and
links pertinent to the content categories. We expect to enter into an agreement
with InfoSpace.com to provide us with content for our Web site. Under the terms
of our proposed agreement, InfoSpace.com will prepare our Web site's content in
the takes.com style. We intend to co-brand a portion of our Web site with
InfoSpace.com by including the InfoSpace.com logo and advertising secured by or
on behalf of InfoSpace.com on our site. We expect the terms of our agreement
with InfoSpace.com to include an advertising revenue provision requiring
InfoSpace.com to share with us 35% of their advertising revenue from our
co-branded pages once our user base has provided InfoSpace.com with a minimum of
1.0 million impressions to those co-branded pages. Similarly, after the
impression threshold is met, we will share with InfoSpace.com 35% of any
advertising which we sell on those co-branded pages.

Following the closing of our initial public offering, we expect to
develop content in each of these content categories and to add the ability for
our members and others to provide original editorial commentary or "Takes" on
specific subjects contained within these broad content sections. This commentary
will be screened and edited by editorial boards that we intend to establish for
each area. Initially, the 12 broad content sections we expect to make available
at our Web site include:

- Eye on the World - Current news headlines and articles
pertaining to national and world events, finance,
entertainment, technology, sports and other current topics.

- Money Matters - Business and financial news and information
including stock quotes.

- Culture and the Arts - Information on culture and art from
around the world, including the visual arts, film and theater,
music, writing and literature.

- Science and Technical - Information focused on the technical
elements of the world and science of the past, present and
future.

- The Lighter Side - Content focused on fun, games, jokes,
horoscopes, message boards, cartoons, animated snippets and
other entertaining sidelines.

- Going Places - A travel section allowing users to make travel
reservations online.

- Shop 'Til U Drop - An online shopping guide with links to
electronic commerce partners.

- Entertainment - Information on movies, television and music
with additional information regarding musicians, actors,
directors, writers and producers.

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- Getting Ahead - Our education and self-improvement section
focusing on human relationships, spiritual matters, seminars,
retreats, symposiums, conventions, available discussion groups,
lectures and workshops.

- Local Scene - The local city guide to events, people, weather,
businesses, classifies, general interests and more.

- The Other Species - Information on pets and the animal kingdom.

- Cyberspace - Topics and material related to the world of the
Internet.

COOPERATIVE ENVIRONMENT. We intend to evolve our site into a
cooperative environment as our user base expands. Through our membership award
program, we expect to build a loyal and expanding user base, which we believe we
can use to:

- command purchasing discounts at retailers, leading merchants
and electronic commerce sites interested in targeting our
members;

- create a community atmosphere whereby members participate in an
interactive format to share information and contribute ideas
and opinions, or "Takes," on specific topics of discussion such
as current events, sports, arts and culture, and others; and

- provide member-only promotions and services.

Within our cooperative environment, we intend to foster a sense of
community and ownership similar to traditional retail or other business
cooperative models. We intend to disseminate current information about America's
Home Page to our members, as we view our members as owners of our cooperative.
We believe that our members will develop a strong sense of ownership and will,
therefore, make use of our site, patronize our sponsors and advertisers, and
will participate in and contribute, provide their "Takes", to the available
online editorial areas related to our content section.

Anyone visiting the takes.com Web site will have the option of viewing
and using our site as a guest, but must register to become a member in order to
earn and accumulate our warrants. Once users become members, they will begin to
accumulate warrants daily upon visiting the site and also for meeting thresholds
for the duration of their visits. Members may earn a maximum of two warrants per
day (one for visiting our Web site on that day and one for spending four
continuous hours at our site during that day) regardless of how many times they
visit our Web site. Once users have registered as members, they will gain access
to features of our Web site designated for members only. Becoming a member is
free, but is a formality which is necessary to track and register users as a
stock and warrant holders as well as to provide us with demographic information
about our users, which we intend to provide to our revenue generating partners.

REGISTRATION PROCESS. Non-members can register and existing members
will sign in each time they access our Web site. Upon clicking "New Member," a
registration page will be displayed, where new members will fill in all of their
pertinent information. Membership will be limited to United States residents who
have Social Security numbers. The database and questionnaire process will be
also be designed to gathering pertinent data which will be useful for attracting
targeted advertising and sponsorship opportunities. Thereafter, a newly
registered member would merely sign in with a user name and password to access
the site and earn warrants.

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REVENUE SOURCES

SPONSORSHIP AND ADVERTISING. We intend to aggressively pursue and
generate revenue from the sale of sponsorships and advertisements. Our strategy
is focused in part on generating a majority of our revenue from advertisers and
sponsors who seek a cost effective means to reach our targeted user base.
Revenue from advertisers and sponsors will be generated from advertisements that
are prominently displayed at the top of pages throughout the takes.com site
along with other advertising displays throughout the site. From these
advertisements, we expect members to be able to hyperlink directly to the
advertiser's own Web site, thus providing the advertiser the opportunity to
directly interact with an interested customer. While we will seek advertising
and sponsor agreements through third-party consolidator sources, we also intend
to hire an internal sales force to sell advertising. We expect revenue from
these sources to be generated based on a cost per thousand impressions, or
CPM's, and we expect that the rates for such advertisement are dependent on
whether the impressions are from general rotation throughout our Web site or
from targeted audiences and properties within specific areas of our Web site.

Sponsorship and advertising revenues will also include barter revenues,
which represent our exchange of advertising space on our takes.com Web site for
reciprocal advertising space or traffic on other Web sites.

SEARCH ENGINE. We have signed an agreement with GoTo.com whereby we
will receive $0.02 each time one of our visitors or members uses GoTo.com via
hyperlinks from our pages to conduct an Internet search. We will be paid
quarterly by GoTo.com if our visitors and members have executed a minimum number
of searches during the quarter using GoTo.com. This agreement, which is
non-exclusive, may be canceled by either us or GoTo.com at any time.

STRATEGIC ALLIANCES AND ACQUISITIONS. We plan to increase traffic and
market share through strategic alliances with, or acquisitions of, content
providers or other sites characterized by high user traffic and retention
statistics. We will also seek strategic alliances with other companies that will
allow us to leverage our brand while incorporating content that is consistent
with our Web site. We may also seek to expand our revenue opportunities through
alliances with electronic retailers, online service and content providers, and
advertisers.

GENERATE ELECTRONIC COMMERCE REVENUE. We plan to identify new commerce,
revenue and acquisition opportunities that enhance the takes.com Web site by
offering transaction services that are consistent with and complement our Web
site. We intend to generate electronic commerce revenue through agreements with
leading merchants interested in targeting our members. These merchants will
receive exposure through banner advertising and the integration of advertising
with promotional offers. We expect most of our electronic commerce revenues to
result from fixed fees collected per transaction or from a share of the revenues
from sales to our members. Through our cooperative environment, we intend to
form relationships with major retailers and merchants to offer our members
discounts and other values on goods and services.

TECHNOLOGY AND INFRASTRUCTURE

We anticipate high user traffic at our Web site as a result of our
membership award program. Our operating infrastructure has been designed and
implemented to accommodate the large traffic volumes we are expecting to
generate initially as well as the increased traffic volumes we expect in the
future as our user base grows. We also expect our infrastructure to be capable
of supporting the delivery of millions of page views per day. In addition, we
intend to develop our capacity to significantly enhance the features, pages and
content within our site. Key attributes of our infrastructure include
scalability, performance and service availability. See "Risk Factors--We Have
Capacity Constraints and System Development Risks."

Our site will require integrated database and Web serving capabilities.
As such, our systems hardware framework will consist of separate but integrated
servers; one designed for the database functions and one designed for the Web
serving environment. We have chosen to use Sun Sparc servers using the Sun
Solaris operating system.

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Our database servers will use Oracle 8 data and query engine software and our
Web server will use Apache Web Server software. Because we expect to have a very
large database of user information to maintain, particularly regarding the
warrants held by our members, our database system will employ Secure Socket
Layer protocol to provide the required security, and all of our servers will
have firewalls designed to restrict outside access at the operating level except
via special secure channels. We also intend to employ third-party computer
security personnel from time to time to address security risks and
vulnerabilities.

Verio, Inc. ("Verio") is our data center host and we have co-located
our equipment on their premises. Verio's national data centers are
state-of-the-art facilities providing comprehensive facilities management
services including human and technical monitoring of our production servers 24
hours per day, seven days per week. Verio provides connectivity services which
link our servers to end-users via the Internet through multiple connections. The
facility is powered by multiple uninterruptible power supplies and Verio
observes strict physical security measures and password access management.
Verio's customers include America Online, Inc., The Boeing Company, Microsoft
Corporation, the National Football League and Netscape Communications
Corporation.

All of our data will be copied to backup tapes each night and stored at
a third-party, off-site storage facility and will facilitate data recovery and
mirroring capabilities. We intend to keep all of our production servers behind
firewalls for security purposes and will not allow outside access at the
operating level, except via special secure channels. Strict password management
and physical security measures will be followed. We intend to deploy computer
security personnel and consultants to address and take action towards security
risks and vulnerabilities.

COMPETITION

The market for Internet products, services and advertising is new,
rapidly evolving and intensely competitive. We will compete for consumer
attention and advertising expenditures with other portals and other providers of
Web content, directories and search engines such as Yahoo!, Excite and Lycos as
well as traditional media companies investing in the Internet such as NBC's
investment in CNET's Snap service and Disney's investment in Infoseek. We expect
competition to further intensify in the future. Barriers to entry are low. We
believe that the principal competitive factors for Web sites like ours include
the quality and quantity of content, brand recognition, a unique business model,
strategic partnerships and, with respect to advertisers and sponsors, the number
of users, the duration and frequency of user visits and user demographic. There
can be no assurance that our competitors and potential competitors will not
develop Web sites that are equal, or superior to, ours or sites that achieve
greater market acceptance.

Nearly all of our existing and potential competitors, including Web
directories and search engines and large traditional media companies, have
longer operating histories in the Internet market, greater name recognition,
larger customer bases and significantly greater financial, technical and
marketing resources than we have. Competitors are able to undertake more
extensive marketing campaigns for their brands and services, and make more
attractive offers to potential employees, vendor affiliates, commerce companies
and third-party content providers. Many large media companies have announced
that they are contemplating developing Internet navigation services and are
attempting to become gateways or portals to the Internet. In the event these
companies develop such portal sites, we could lose a substantial portion of our
user traffic. Further, entities that sponsor or maintain high-traffic Internet
sites or Internet service providers, such as America Online, provide an initial
point of entry for Internet users that may be competitive with takes.com. There
can also be no assurance that we will be able to compete successfully against
our current or future competitors or that competition will not have a material
adverse effect on our business, financial condition and results of operations.
See "Risk Factors--Our Market is Highly Competitive."

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INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

We regard our technology as proprietary and attempt to protect it by
relying on trademark, service mark, copyright and trade secret laws,
restrictions on disclosure and transferring title, and other methods. Currently,
we do not have patents and we do not anticipate that patents will become a
significant part of our intellectual property in the foreseeable future. We also
will enter into confidentiality or license agreements with our employees and
consultants, and we will attempt to limit vendor access to our proprietary
information. Despite these precautions, it may be possible for a third party to
copy or otherwise obtain and use our proprietary information without
authorization or to develop similar technology independently. Policing
unauthorized use of our proprietary information is difficult. Legal standards
relating to the validity, enforceability and scope of protection of some
proprietary rights in Internet-related businesses are uncertain and still
evolving, and no assurance can be given as to the future viability or value of
any of our proprietary rights.

EMPLOYEES

As of May 11, 1999, we had nine full time employees, one part time
employee and eight independent contractors. Four of our independent contractors
are with the Jedi Group, with whom we have an arrangement to assist us in
developing our database architecture. Our future success will largely depend on
our ability to continue to attract, retain and motivate highly qualified
technical and management personnel in an intensely competitive employment
market. From time to time, we may also employ independent contractors to support
our research and development, marketing, sales, and support and administrative
organizations. Our employees are not covered by any collective bargaining
agreement, and we have never experienced a work stoppage. We believe our
relations with our employees are good.

FACILITIES

Our headquarters are located in a leased facility at 3655 Nobel Drive,
Suite 550, San Diego, California 92122. Our servers are located at Verio in
Irvine, California.

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MANAGEMENT

The following table sets forth certain information regarding our
executive officers and directors as of May 11, 1999. Shortly following the
closing of our initial public offering, we intend to increase the size of our
board of directors to seven, including at least two independent directors.

NAME AGE POSITION

Peter L. Ax 40 Chairman of the Board
Joel W. Cohen 54 President, Chief Executive Officer and Director
David S. Bellino 36 Vice President of Production
Dale L. Sokolov 38 Vice President of Business Development
Donald R. Diamond 71 Director Nominee

PETER L. AX co-founded America's Home Page and has been Chairman of our
board of directors since inception. Mr. Ax has been chief executive officer of
SpinCycle, Inc. since January 1998 and chairman of SpinCycle's board of
directors since March 1998. From December 1996 to January 1998, Mr. Ax was chief
financial officer and until March 1998 was vice chairman of SpinCycle's board of
directors. From March 1995 to December 1996, Mr. Ax served as head of the
private equity division and senior vice president of Lehman Brothers. From March
1994 to March 1995, Mr. Ax was responsible for the private placement of fixed
income securities on the fixed income syndicate desk at Lehman Brothers. Mr. Ax
received an M.B.A. from The Wharton School at the University of Pennsylvania and
a J.D. and B.S. from the University of Arizona. Mr. Cohen is Mr. Ax's first
cousin.

JOEL W. COHEN co-founded America's Home Page and has been President and
Chief Executive Officer since inception. From 1992 to April 1999, Mr. Cohen was
chief executive officer of MicroWorks, Inc., a systems integration concern
involved in the development of custom information systems. In 1976, Mr. Cohen
founded Micrognosis Inc., a seller of turnkey information distribution systems
for Wall Street trading operations. Mr. Cohen was chief executive officer and
controlling stockholder of Micrognosis until he sold it to Control Data
Corporation in 1987. Mr. Cohen subsequently served as a consultant to, and a
board member of, Micrognosis through 1990. Prior to founding Micrognosis, Mr.
Cohen spent four years as a field applications engineer for Intel Corporation.
Mr. Cohen received a BSEE from City College of New York and a Masters in
Computer Science from Brooklyn Polytechnic Institute. Mr. Ax is Mr. Cohen's
first cousin.

DAVID S. BELLINO has been our Vice President of Production since April
1999. From September 1997 to April 1999, Mr. Bellino was president and chief
executive officer of Silvervision Entertainment Group, LLC, a multimedia
entertainment company. From 1987 through August 1997, Mr. Bellino was self
employed at DSB Entertainment. While at Silvervision and DSB Entertainment, Mr.
Bellino used his knowledge of high technology, computer engineering and film
production to complete an award winning short film and produce and direct
several videos and interactive CD-ROM titles for BMG Music, Universal
Pictures/Bubble Factory, MCA Records, Virgin Records, EMI-Capitol Entertainment
Properties and Hasbro Interactive. Some of Mr. Bellino's projects included the
"Flipper" enhanced CD, "The Rolling Stone's Voodoo Lounge" CD-ROM, and 3-D
"Yahtzee" and "Boggle" interactive CD-ROMs. Mr. Bellino received a B. S. in
Electrical Engineering from the University of Rhode Island and has attended
programs at the University of California at Los Angeles and American Film
Institute.

DALE L. SOKOLOV has been our Vice President of Business Development
since April 1999. As chief operating officer of Silvervision from January 1998
to April 1999, Mr. Sokolov oversaw its management and financial operations
relating to numerous multimedia, film and video technology projects for music
companies, game developers and Fortune 500 corporations. From May 1989 to
January 1998, Mr. Sokolov was a partner of the Lakme Partnership. Mr. Sokolov
received a Masters of Science with a concentration in Management Information
Systems and a B.S. in Accounting and Finance from the University of Arizona.

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<PAGE> 36
DONALD DIAMOND has agreed to become a Director as of the closing of our
initial public offering. Since August 1998, Mr. Diamond has been chairman of
Diamond Ventures, Inc., an investment and real estate development company. Prior
to becoming chairman, Mr. Diamond was a director of Diamond Ventures and its
predecessor Diamond Management, Inc. Mr. Diamond was a founder, vice president
and owner of the Phoenix Suns Professional Basketball Club from 1968 to 1987 and
is currently a general partner of the Arizona Diamondbacks. From 1971 to 1982,
Mr. Diamond was owner and president of the KVOA television station, the NBC
affiliate in Tucson, Arizona. Mr. Diamond is a director of the Sonoran
Institute, the Rincon Institute and numerous charitable organizations.

COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors will have an audit committee and a compensation
committee. We expect to appoint members of our audit committee at the time of
the closing of our initial public offering. A majority of the members of our
audit committee will be independent directors. The audit committee will be
responsible for reviewing the scope of our independent auditors' examinations of
our financial statements and receiving and reviewing the auditors' reports. Our
audit committee will meet with our independent auditors, receive recommendations
or suggestions for changes in accounting procedures, and initiate and supervise
any special investigations it may choose to undertake. We expect to appoint
members of our compensation committee at the time of the closing of our initial
public offering. The compensation committee will determine our policies with
respect to the nature and amount of compensation we pay our executive officers
and employees and administer our stock option plans.

DIRECTOR COMPENSATION

Our directors do not currently receive cash compensation for serving on
the board of directors. However, we do reimburse directors for expenses
reasonably incurred in connection with their service as directors. In addition,
our non-employee directors are entitled to receive options to purchase our
common stock under our Non-Employee Director Stock Option Plan.

1999 STOCK OPTION PLAN

Our 1999 Stock Option Plan (the "1999 Option Plan") was adopted by our
board of directors, subject to stockholder approval, in May 1999 to attract,
retain and motivate selected employees and officers. We currently have 2,800,000
shares of common stock reserved for issuance upon the exercise of options
granted under the 1999 Option Plan. As of May 11, 1999, no options were
outstanding under the plan. Options granted under the plan are not "incentive
stock options," as that term is defined in Section 422(b) of the Internal
Revenue Code of 1986. Our compensation committee will administer the plan and
determine the persons who are to receive options and the number of shares
subject to each option. The compensation committee will also determine the per
share exercise price of the options which must not be less than the fair market
value of our common stock on the grant date.

NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

Our Non-Employee Director Stock Option Plan (the "Director Option
Plan") was adopted by our board of directors, subject to stockholder approval,
in May 1999 to attract and compensate our non-employee directors. We currently
have 150,000 shares of common stock reserved for issuance upon the exercise of
options granted under the Director Option Plan. As of May 11, 1999, no options
were outstanding under the plan. As of the closing date of our initial public
offering, each non-employee director will be granted an option to purchase
15,000 shares of our common l stock pursuant to the plan at the public offering
price. Subsequently, each new non-employee director appointed or elected to our
board of directors will be granted an option to purchase 15,000 shares of our
common stock pursuant to the plan upon joining the board. These initial grants
to directors will vest immediately and will have an exercise price equal to the
fair market value of the common stock on the grant date. Beginning in 2000, we
will grant our non-employee directors options to purchase 7,500 shares of our
common stock as of the date of the first board

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<PAGE> 37
meeting after our annual stockholders meeting. These options will vest over
three years on each anniversary of the grant date. All options granted under the
plan will have an exercise price equal to the fair market value of the common
stock on the grant date. Options granted under the plan are not incentive stock
options.

INDEPENDENT CONTRACTOR STOCK OPTION PLAN

Our Independent Contractor Stock Option Plan (the "Independent
Contractor Plan") was adopted by our board of directors, subject to stockholder
approval, in May 1999 to provide us with a non-cash alternative for compensating
our third-party service providers. We currently have 150,000 shares of common
stock reserved for issuance upon the exercise of options granted under the
Independent Contractor Plan. As of May 11, 1999, no options were outstanding
under the plan. Options granted under the Independent Contractor Plan are not
incentive stock options. Our compensation committee will administer the plan and
determine the persons who are to receive options and the number of shares
subject to each option. The compensation committee will also determine the per
share exercise price of the options which must not be less than the fair market
value of our common stock on the grant date.

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<PAGE> 38
PRINCIPAL STOCKHOLDERS

The following table sets forth information known to us with respect to
the beneficial ownership of the 12,900,000 shares of our common stock
outstanding as of May 11, 1999, and as adjusted to reflect the sale 2,825,000
shares of common stock in our initial public offering, by (1) each stockholder
known by us to own beneficially more than 5% of our common stock, (2) each
director, (3) the Chief Executive Officer and named executive officers and (4)
all directors and executive officers as a group.
<TABLE>
<CAPTION>
Percent of Shares
Beneficially Owned
---------------------------------
Shares Prior to the After the
Beneficially Initial Public Initial Public
Name and Address (1) Owned (2) Offering Offering
- -------------------- ----------- -------------- --------------
<S> <C> <C> <C>
Directors and Executive Officers:
Peter L. Ax (3) ....................................... 4,500,000 34.9% 28.6%
Joel W. Cohen ......................................... 2,100,000 16.3 13.4
Donald R. Diamond ..................................... -- -- --
David S. Bellino (4) .................................. 300,000 2.3 1.9
Dale L. Sokolov ....................................... 600,000 4.7 3.8
Total for directors and executive officers (5 persons): 7,500,000 58.1 47.7

Other Beneficial Owners:
SpinCycle, Inc. (5) ................................... 3,000,000 23.3 19.1
Canfield Corporation (6) .............................. 2,848,485 22.1 18.1
Ax Gift Trust (7) ..................................... 1,500,000 11.6 9.5
Michael Cohen ......................................... 900,000 7.0 5.7
</TABLE>

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

*Less than 1%

(1) Unless otherwise indicated in these footnotes, the address of our
directors, officers and 5% stockholders is 3655 Nobel Drive, Suite 550,
San Diego, California 92122.

(2) Beneficially ownership is determined in accordance with the rules of
the Securities and Exchange Commission. Except as indicated in the
footnotes to this table and as provided pursuant to applicable
community property laws, the stockholders named in the table have sole
voting and investment power with respect to the shares set forth
opposite each stockholder's name.

(3) Includes 1,500,000 shares of common stock held by Mr. Ax. Also includes
3,000,000 shares of common stock owned by SpinCycle, Inc., of which Mr.
Ax is chairman and chief executive officer. Mr. Ax disclaims beneficial
ownership with respect to the shares owned by SpinCycle.

(4) Shares are owned jointly by Mr. Bellino and his spouse.

(5) SpinCycle's address is 15990 North Greenway-Hayden Loop, Suite 400,
Scottsdale, Arizona 85260. Mr. Ax is the chairman and chief executive
officer of SpinCycle.

(6) Canfield Corporation's address is Road Town, Tortola, British Virgin
Islands.

(7) The Ax Gift Trust is for the benefit of Mr. Ax's spouse and their
children. Mr. Ax does not possess voting or investment power with
respect to the Ax Gift Trust.

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<PAGE> 39
RELATED PARTY TRANSACTIONS

In March 1999, we issued 3,000,000 shares of our common stock to Mr.
Peter L. Ax, the Chairman of our board of directors, and 2,100,000 shares of our
common stock to Mr. Joel W. Cohen, our Chief Executive Officer, for founding
America's Home Page and for services rendered, amounts expended and costs
incurred by them prior to our incorporation.

In March 1999, we issued 3,000,000 shares of our common stock to
SpinCycle for services rendered by its employees on our behalf and for
relinquishing any and all right, title or interest in the business concept for
America's Home Page. Mr. Ax is the chairman and chief executive officer of
SpinCycle.

In March 1999, we issued a total of 900,000 shares of our common stock
to two principals of Silvervision for Web site development services rendered by
Silvervision through March 31, 1999. Silvervision assigned to us all of its
right, title and interest in our Web site as of that date. Silvervision also
transferred to us a right of first refusal on a 30% interest in an Internet
opportunity that could be of value to us in the future. Mr. David S. Bellino,
our Vice President of Production, was the president and chief executive officer
of Silvervision and received 300,000 shares of our common stock. Mr. Dale L.
Sokolov, our Vice President of Business Development, was Silvervision's chief
operating officer and received 600,000 shares. Pursuant to an arrangement with
the stockholders of Silvervision, Mr. Sokolov will distribute to them 300,000
shares of our common stock. Mr. Sokolov will receive his pro rata share of that
distribution as a stockholder of Silvervision. Messrs. Bellino and Sokolov
retain a 37% interest in the Internet opportunity with respect to which we have
the right of first refusal described above. In addition, we assumed
Silvervision's lease of an office which currently serves as our principal
office.

In March 1999, we issued 900,000 shares or our common stock to Mr.
Michael Cohen, for consulting services rendered prior to and since our
incorporation. Mr. Michael Cohen is the son of Mr. Joel Cohen, our Chief
Executive Officer.

In March 1999, we sold a total of 3,000,000 shares for $1 million to
two investors in our private offering. Canfield Corporation purchased 2,848,485
of those shares for $950,000.

In our opinion, the transactions described above were on terms no less
favorable than those which could have been obtained from unaffiliated third
parties.

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<PAGE> 40
DESCRIPTION OF CAPITAL STOCK

As of May 11, 1999, we had 12,900,000 shares of common stock
outstanding and no shares of preferred stock are outstanding. As of the closing
of our initial public offering, our authorized capital stock will consist of
60,000,000 shares of common stock having a par value of $0.001 per share and
20,000,000 shares of preferred stock having a par value of $0.001 per share.

The following summary describes our capital stock and certain related
provisions of our amended and restated certificate of incorporation and bylaws
as they will be in effect as of the date of this prospectus, but does not
purport to be complete and is subject to, and qualified in its entirety by, the
provisions of our certificate of incorporation, bylaws and applicable law.

COMMON STOCK

Holders of our common stock are entitled to one vote for each share
held on all matters submitted to a vote of our stockholders and do not have
cumulative voting rights. Thus, the owners of a majority of our common stock
outstanding may elect all of the directors if they choose to do so, and the
owners of the balance of such shares would not be able to elect any directors.
Subject to the rights of holders of any future series of preferred stock that
may be designated, each share of outstanding common stock is entitled to
participate equally in any distribution of net assets made to our stockholders
in a liquidation, dissolution or winding up of America's Home Page and is
entitled to participate equally in dividends if, as and when declared by our
board of directors. Holders of our common stock have no preemptive,
subscription, redemption or conversion rights. All outstanding shares of common
stock are fully paid and nonassessable. The rights, preferences and privileges
of holders of common stock are subject to, and may be adversely affected by,
shares of preferred stock which we may issue in the future.

PREFERRED STOCK

Our board of directors is authorized, subject to limitations prescribed
by law, without further stockholder approval, to issue from time to time up to
20,000,000 shares of preferred stock and to determine the price, rights,
preferences and privileges of those shares. The terms of our preferred stock and
the rights of our holders of preferred stock may adversely affect the rights of
our common stockholders. While we have no present intention to issue shares of
preferred stock, an issuance of preferred stock with special voting or other
rights could have the effect of making it more difficult for a third party to
acquire a majority of our outstanding voting stock. In addition, preferred stock
may have other rights that could negatively impact the market value of our
common stock.

WARRANTS

We have reserved 10,000,000 of our shares of common stock to be issued
upon the exercise of warrants we will award to members through our membership
award program. Prior to exercising their warrants for our shares, warrant
holders are not entitled to vote on matters submitted to a vote of our
stockholders or to receive notice as stockholders in connection with any
stockholders meeting. Further, warrant holders are not entitled to any
distribution of net assets made to the stockholders in a liquidation,
dissolution or winding up of America's Home Page or in any distribution of
dividends. Finally, warrant holders have no preemptive, subscription or
redemption rights.

ISSUANCE. We intend to issue warrants to persons in exchange for
visiting our Web site. All persons visiting our Web site will be given the
opportunity to register with us as members. New members will receive one warrant
for registering with us. After registering with us, members will receive one
warrant each day that they visit our Web site. From time to time, members may be
required to answer a question or give an opinion in order to earn their daily
warrant for visiting our site. Members may receive an additional warrant each
day they spend four continuous hours on our site. Members may earn a maximum of
two warrants per day (one for visiting our Web site

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<PAGE> 41
on that day and one for spending four continuous hours at our site during that
day) regardless of how many times or how long they visit our Web site. In
addition, we intend to hold periodic contests and other events which will permit
our members to earn additional warrants. Warrants earned in contests and other
events will not be subject to the two warrant per day limit.

Warrants will exist in book entry form only and will not be
certificated. Members will be able to verify the number of warrants they have
accumulated on our Web site. We will only issue warrants to individuals that are
United States residents possessing Social Security numbers. We reserve the right
to cease issuing warrants to users at any time.

TERMS OF EXERCISE. The warrants that we issue initially may be
exercised for one share of our common stock on a 30:1 basis. We may alter the
30:1 exercise ratio from time to time in the future. To exercise their warrants,
holders will be required to tender a request to us. Warrants may not be
exercised for common stock until 180 days after the closing of our initial
public offering and may only be exercised once a holder has accumulated the
number of warrants required for a single share of stock. Fractional shares of
common stock will not be issued upon exercise of our warrants and tenders of
other than round lots will be rounded down to the nearest whole share.

EXPIRATION. Warrants will have a term which expires on the tenth
business day after the calendar year following the calendar year in which the
warrants were earned. At our election, we may terminate warrants prior to that
date if a member has not accessed our Web site at least once during any period
of 60 consecutive days and if the member has earned less than 30 warrants.
Warrants not exercised prior to expiration will be canceled and may be reissued
under our membership award program.

TRANSFER. Our warrants will not be publicly traded and are not
transferable under any circumstances except upon the death of a warrant holder.

TRANSFER AGENT

The transfer agent for our common stock is Norwest Shareowner Services,
Minneapolis, Minnesota.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

Our certificate of incorporation limits the liability of directors to
the maximum extent permitted by Delaware law. Delaware law provides that
directors of a corporation will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except liability for (1) any
breach of their duty of loyalty to the corporation or its stockholders, (2) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) unlawful payments of dividends or unlawful stock
repurchases or redemptions or (4) any transaction from which the director
derived an improper personal benefit. Such limitation of liability does not
apply to liabilities arising under the federal securities laws and does not
affect the availability of equitable remedies such as injunctive relief or
rescission. Our certificate of incorporation and bylaws provide that we shall
indemnify our directors and executive officers and may indemnify our other
officers and employees and other agents to the fullest extent permitted by law.
We believe that indemnification under our bylaws covers at least negligence and
gross negligence on the part of indemnified parties. Our bylaws also permit us
to secure insurance on behalf of any officer, director, employee or other agent
for any liability arising out of his or her actions in such capacity, regardless
of whether the bylaws would permit indemnification. We believe that these
provisions are necessary to attract and retain qualified persons as directors
and executive officers. At present, we are not aware of any pending or
threatened litigation or proceeding involving a director, officer, employee or
agent in which indemnification would be required or permitted. We are not aware
of any threatened litigation or proceeding that might result in a claim for such
indemnification.

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<PAGE> 42
FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of material U.S. federal income
tax considerations applicable to holders and prospective purchasers of our
warrants and common stock. This summary is based on provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, including
temporary and proposed Regulations, rulings and decisions currently in effect,
all of which are subject to change with possible retroactive effect. This
discussion does not encompass all of the aspects of federal taxation that may be
relevant to our investors in light of their personal investment circumstances,
nor does it discuss federal income tax considerations applicable to investors
subject to special treatment under the federal income tax laws. Investors
subject to special treatment may include life insurance companies, tax exempt
organizations and financial institutions. Further, this discussion does not
consider the effect of any foreign, state, local, gift, estate or other tax laws
that may be applicable to a particular investor. Our discussion assumes that
investors will hold our warrants and common stock as capital assets within the
meaning of Section 1221 of the Code. Prospective investors are strongly urged to
consult their tax advisors regarding the particular tax consequences that may
apply to them as a result of purchasing, holding and disposing of our warrants
and common stock.

We will only offer and issue our warrants to individuals that are U.S.
Holders. A "U.S. Holder" means a citizen or resident of the United States or
individuals otherwise subject to U.S. federal income taxation on a net income
basis with respect to our warrants. This discussion does not consider the tax
consequences applicable to non-U.S. Holders. Holders may not sell our warrants
and the warrants are not transferable except upon the death of a holder. In
addition, our warrants are not redeemable by us.

TAX TREATMENT OF WARRANTS

CHARACTERIZATION OF OUR WARRANTS. We expect the warrants that holders
receive when they register with us to be characterized as warrants or options,
and not as equity, for federal income tax purposes. It is possible, however,
that the warrants will be characterized for federal income tax purposes as
shares of equity due to, among other things, their nominal (zero) exercise price
and lack of any meaningful contingency regarding issuance of the underlying
shares. The following discussion assumes that the warrants we are offering will
be properly characterized as warrants but also describes, as appropriate, any
differing federal income tax treatment if the warrants are treated as common
stock.

ISSUANCE. We will issue each holder one warrant for registering with us
on our Web site in exchange for personal information provided by the holder. The
value of these warrants will be includible in the holder's gross income as an
item of ordinary income pursuant to Code Sections 61 and 1221(3). This income
will not be subject to self-employment taxes under Code Section 1401. After
their initial registration with us, we will issue to holders one warrant for
each day they visit our Web site. In addition, we will issue holders an
additional warrant each day they remain on our Web site for a minimum of four
continuous hours. We will issue these warrants to holders in exchange for the
services they are providing to us, specifically, logging onto, and remaining on,
our Web site. The value of the warrants received by holders for their services
will be includible in their gross income as an item of ordinary income pursuant
to Code Section 61(a)(1). This income will be subject to self-employment taxes
under Code Section 1401. However, because the fair market value of the warrants
will not be readily ascertainable when issued, the holder will not be required
to recognize any income until the warrants are exercised and a value can be
assigned to them.

EXERCISE. Initially, we will be offering to members warrants which may
be exercised for shares of our common stock on a 30:1 basis. Upon exercise, a
holder's warrants will have a readily ascertainable fair market value equal to
1/30th of the value of one share of our common stock on the exercise date. With
respect to each warrant, holders will recognize ordinary income equal to the
value of 1/30th of one share of our common stock on the exercise date. The fair
market value of our common stock on the exercise date will be determined by the
closing price for the shares on the Nasdaq National Market or other applicable
trading market on that date. For tax

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<PAGE> 43
purposes, the holding period of the common stock acquired upon a holder's
exercise of warrants will not include the holding period of the warrants. Upon a
sale of the common stock by the holder, the holding period determines whether
long or short term capital gain treatment is applicable.

CONSTRUCTIVE EXERCISE. Because, among other things, the exercise price
of each warrant issued is nominal (zero), the Internal Revenue Service ("IRS")
could consider the warrants to be constructively exercised for federal income
tax purposes on the day they become exercisable. If the warrants are deemed
constructively exercised, (1) the holder will recognize ordinary income equal to
the value of 1/30th of the fair market value of one share of our common stock on
the date of constructive exercise, (2) the adjusted tax basis of the common
stock deemed to be received will equal the fair market value of the common stock
on the date of constructive exercise, (3) the holding period of the common stock
will begin on the day after the warrant becomes exercisable and (4) the federal
income tax consequences of the ownership and disposition of the warrant will be
the same as if the warrant was actually common stock.

TAX BASIS IN OUR COMMON STOCK. When a warrant is exercised, a holder
will acquire basis in our common stock equal to the amount of income the holder
is required to recognize upon exercise of the warrant.

LAPSE. If a warrant received is not exercised and is allowed to expire,
the holder will not recognize any gain or loss in connection with the expiration
of the warrant.

TAX TREATMENT TO AMERICA'S HOME PAGE OF WARRANT ISSUANCE AND EXERCISE.
We will not recognize a taxable gain or loss upon the issuance or exercise of
warrants issued upon registration. Upon exercise of warrants issued for
services, we expect to be allowed a deduction for ordinary and necessary
business expenses under Code Section 162(a)(1) in an amount equal to the amount
of income recognized by holders on their exercise of the warrants. We will not
recognize a gain or loss upon the expiration of any of our warrants.

Because, among other things, each issuance of a warrant may require the
holder to answer questions of personal preference, the IRS could characterize
the issuance of warrants for logging onto and remaining on our Web site as an
exchange for personal information. If the issuance of these warrants is
characterized as an exchange for personal information, the issuance of the
warrants will be taxable to both the holders and to us in the same manner as the
warrants issued to holders for initially registering with us. The holders would
not be subject to self-employment taxes under Code Section 1401 on the value of
the warrants. We would not be allowed a deduction equal to the value of the
warrants under Code Section 162(a)(1).

INFORMATION REPORTING AND BACKUP WITHHOLDING

Under federal income tax law, a holder of warrants or common stock may,
under certain circumstances, be subject to "backup withholding" unless the
holder provides a correct taxpayer identification number, certifies as to no
loss of exemption from backup withholding and otherwise complies with applicable
requirements of the backup withholding rules. The withholding rate is 31% of
"reportable payments," which include dividends or proceeds from a sale or
redemption. In the event any holder exercises warrants received for visiting and
remaining on our Web site with a cumulative value of $600 or more at the time of
exercise during any calendar year, we will issue such holder a Form 1099-Misc
reporting the value of these warrants.

REFUNDS

Any amounts withheld under the backup withholding rules from a payment
to a holder will be allowed as a refund or a credit against the holder's United
States federal income tax liability, provided that the required information is
furnished to the IRS.

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<PAGE> 44
OTHER TAX CONSIDERATIONS

There may be other federal, state, local or foreign tax considerations
applicable to a particular holder or prospective purchaser of our warrants and
common stock. ACCORDINGLY, EACH HOLDER OR PROSPECTIVE PURCHASER OF OUR WARRANTS
AND COMMON STOCK SHOULD CONSULT HIS, HER OR ITS TAX ADVISOR AS TO THE PARTICULAR
TAX CONSEQUENCES TO THE HOLDER OR PROSPECTIVE PURCHASER OF PURCHASING, HOLDING
AND DISPOSING OF OUR WARRANTS AND COMMON STOCK.

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<PAGE> 45
UNDERWRITING

Subject to the terms and conditions of our underwriting agreement, the
underwriters named below have agreed to purchase from us the number of shares of
common stock set forth opposite their names below.

<TABLE>
<CAPTION>
Underwriters Number of Shares
------------ ----------------
<S> <C>
Paradise Valley Securities, Inc.

Total 2,825,000
</TABLE>

The underwriting agreement provides that the obligations of the
underwriters to purchase and accept delivery of the shares of common stock
offered hereby are subject to approval of legal matters and to other conditions
by their counsel. The underwriters are obligated to purchase and accept delivery
of all the shares of common stock offered hereby for cash (other than those
shares covered by the over-allotment option described below) if any are
purchased.

The underwriters initially propose to offer the shares of common stock
offered by America's Home Page for cash in part directly to the public at the
initial public offering price set forth on the cover page of this prospectus and
in part to certain dealers (including the underwriters) at such price less a
concession not in excess of $____ per share. The underwriters may allow, and
such dealers may re-allow, to certain other dealers a concession not in excess
of $____ per share. After the initial public offering of the common stock, the
public offering price and other selling terms may be changed by the
representative of the underwriters at any time without notice. The underwriters
do not intend to confirm sales to any accounts over which they exercise
discretionary authority.

We have granted to the underwriters an option, exercisable within 45
days after the date of this prospectus, to purchase, from time to time, in whole
or in part, up to an aggregate of 423,750 additional shares of common stock at
the initial public offering price less underwriting discounts and commissions.
The underwriters may exercise such option solely to cover over-allotments, if
any, made in connection with the initial public offering. To the extent that the
underwriters exercise such option, each underwriter will become obligated,
subject to certain conditions, to purchase its pro rata portion of such
additional shares based on such underwriter's percentage underwriting commitment
as indicated above.

We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments that the underwriters may be required to make in respect thereof.

The following table summarizes the compensation to be paid to the
underwriters by America's Home Page.
<TABLE>
<CAPTION>
Total
------------------------------------
Per Without With
Share Over-allotment Over-allotment
----- -------------- --------------
<S> <C> <C> <C>
Underwriting discounts and commissions
paid by America's Home Page....................
Non-accountable expense allowance................
</TABLE>

We will also grant the underwriters warrants to purchase up to 282,500
shares of our common stock at an exercise price per share equal to 165% of the
initial per share public offering price. The underwriters' warrants are
exercisable for a period of four years beginning one year from the close of our
initial public offering.

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<PAGE> 46
The holders of the underwriters' warrants will have no voting, dividend
or other stockholder rights until the underwriters' warrants are exercised. The
terms of the underwriters' warrants were established as the result of
negotiations between the representative of the underwriter and us. If the
underwriters' warrants are exercised, the underwriters may realize additional
compensation. By its terms, the underwriters' warrants will be restricted from
sale, transfer, assignment or hypothecation, except to persons that are officers
of the underwriters. The number of shares covered by the underwriters' warrants
and the exercise price are subject to adjustment to prevent dilution. In
addition, we have granted certain rights to the holders of the underwriters'
warrants to register the underwriters' warrants and the common stock underlying
the warrants under the Securities Act.

We estimate that the total expenses of our offering will be
approximately $600,000, excluding underwriting discounts and commissions and the
non-accountable expense allowance payable to the underwriters.

Our directors and officers have entered into lock-up agreements with
the underwriter which provide that they will not offer, sell or otherwise
dispose of any common stock for a period of 180 days after the commencement of
the offering without the prior written consent of Paradise Valley Securities.
Paradise Valley Securities has no present intention to release the locked-up
shares prior to expiration of the 180-day period although Paradise Valley
Securities may release the locked-up shares prior to expiration of such period.
The granting of any release would be conditioned, in the judgment of Paradise
Valley Securities, on such sale not materially adversely impacting the
prevailing trading market for the common stock on the Nasdaq National Market.
Specifically, factors such as average trading volume, recent price trends, and
the need for additional public float in the market for the common stock would be
considered in evaluating such a request.

Prior to the initial public offering, there has been no established
trading market for our common stock. The initial public offering price for the
shares of common stock offered for cash hereby will be determined by negotiation
among us and the representative of the underwriters. Among the factors to be
considered in determining the initial public offering price will be:

- the history of and the prospects for the industry in which we
compete;

- our limited prior operation;

- our lack of historical results of operations;

- our prospects for future earnings;

- the recent market prices of securities of generally comparable
companies; and

- the general condition of the securities markets at the time of
the initial public offering.

Other than in the United States, no action has been taken by America's
Home Page or the underwriters that would permit a public offering of the shares
of common stock offered in any jurisdiction where action for that purpose is
required. The shares of common stock offered may not be offered or sold,
directly or indirectly, nor may this prospectus or any other offering material
or advertisements in connection with the offer and sale of any such shares of
common stock be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with the applicable rules and
regulations of such jurisdiction. Persons who receive this prospectus are
advised to inform themselves about and to observe any restrictions relating to
the offering of the common stock and the distribution of this prospectus. This
prospectus is not an offer to sell or a solicitation of any offer to buy any
shares of common stock included in the offering in any jurisdiction where that
would not be permitted or legal.

The underwriters have advised us that, pursuant to Regulation M under
the Securities Act, some persons participating in the offering may engage in
transactions, including stabilizing bids, syndicate covering transactions or the
imposition of penalty bids, that may have the effect of stabilizing or
maintaining the market price of the shares of common stock at a level above that
which might otherwise prevail in the open market. A "stabilizing bid" is a bid
for or the purchase of shares of common stock on behalf of the underwriters for
the purpose of fixing or maintaining the price of the common stock. A "syndicate
covering transaction" is the bid for or purchase of common stock on behalf of
the underwriters to reduce a short position incurred by the underwriters in
connection with the offering. A "penalty bid" is an arrangement permitting the
representative to reclaim the selling concession otherwise accruing to an
underwriter or syndicate member in connection with the offering if the common
stock originally sold by such underwriter or syndicate member was purchased by
the representative in a syndicate covering transaction and has therefore not
been effectively placed by such underwriter or syndicate member. The

-44-
<PAGE> 47
representative has advised us that such transactions may be effected on the
Nasdaq National Market or otherwise and, if commenced, may be discontinued at
any time.

The underwriting agreement provides that we will indemnify the
underwriters and their controlling persons against liabilities under the
Securities Act or will contribute to payments the underwriters and their
controlling persons may be required to make in respect thereof.

-45-
<PAGE> 48
LEGAL MATTERS

The validity of the common stock and warrants offered hereby will be
passed upon for us by Pedersen & Houpt, P.C., Chicago, Illinois. Certain legal
matters in connection with this offering will be passed upon for the
underwriters by Bryan Cave LLP, Phoenix, Arizona.

EXPERTS

Ernst & Young LLP, independent auditors, have audited the financial
statements of America's Home Page, Inc. as of March 31, 1999 and for the period
from March 16, 1999 (inception) through March 31, 1999, as set forth in their
report. We have included our financial statements in this prospectus and
registration statement in reliance on Ernst & Young LLP's report, given on their
authority as experts in accounting and auditing.

AVAILABLE INFORMATION

We have filed with the Securities and Exchange Commission a
registration statement on Form S-1 under the Securities Act with respect to the
common stock offered hereby. This prospectus does not contain all of the
information set forth in the registration statement and the exhibits and
schedules thereto. For further information with respect to America's Home Page
and the common stock offered hereby, reference is made to the registration
statement and to the attached exhibits and schedules. Statements made in this
prospectus concerning the contents of any document referred to herein are not
necessarily complete. With respect to each such document filed as an exhibit to
the registration statement, reference is made to the exhibit for a more complete
description of the matter involved. The registration statement and the attached
exhibits and schedules may be inspected without charge at the public reference
facilities maintained by the Securities and Exchange Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at Seven World Trade Center, 13th Floor, New York, New York
10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of all or any part of the registration statement may be obtained from the
Securities and Exchange Commission upon payment of prescribed fees. Reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission may also be inspected without
charge at a Web site maintained by the Securities and Exchange Commission at
http://www.sec.gov.

-46-
<PAGE> 49
AMERICA'S HOME PAGE, INC.

INDEX TO FINANCIAL STATEMENTS
<TABLE>

<S> <C>
FINANCIAL STATEMENTS OF AMERICA'S HOME PAGE, INC.

Report of Ernst & Young LLP, Independent Auditors............................................................. F-2

Balance Sheet as of March 31, 1999............................................................................ F-3

Statement of Operations for the period from March 16, 1999 (inception)
through March 31, 1999.................................................................................. F-4

Statement of Changes in Stockholders' Equity for the period from March 16, 1999 (inception)
through March 31, 1999.................................................................................. F-5

Statement of Cash Flows for the period from March 16, 1999 (inception)
through March 31, 1999.................................................................................. F-6

Notes to Financial Statements................................................................................. F-7
</TABLE>

F-1
<PAGE> 50
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
America's Home Page, Inc.

We have audited the accompanying balance sheet of America's Home Page, Inc. (a
development stage company) and the related statements of operations, changes in
stockholders' equity and cash flows for the period from March 16, 1999
(inception) through 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 generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of America's Home Page, Inc. at
March 31, 1999 and the results of its operations and its cash flows for the
period from March 16, 1999 (inception) through March 31, 1999 in conformity with
generally accepted accounting principles.

/s/ Ernst & Young LLP

Phoenix, Arizona
May 5, 1999

F-2
<PAGE> 51
AMERICA'S HOME PAGE, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

MARCH 31, 1999
<TABLE>

<S> <C>
ASSETS
Current assets:
Receivable from stockholder .......................... $ 1,000,000
Prepaid offering costs ...,,.......................... 4,228
-----------
Total current assets .................................... 1,004,228
Other assets .......,,................................ --
-----------
Total assets ............................................ $ 1,004,228
===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ..................................... $ 23,130
-----------
Total current liabilities ............................... 23,130

Stockholders' equity:
Common stock, par value $0.001:
Authorized shares - 30,000,000
Issued and outstanding shares - 12,900,000 ........... 12,900
Additional paid-in capital ........................... 1,165,718
Accumulated deficit .................................. (197,520)
-----------
Total stockholders' equity .............................. 981,098
-----------
Total liabilities and stockholders' equity .............. $ 1,004,228
===========
</TABLE>

See accompanying notes.

F-3
<PAGE> 52
AMERICA'S HOME PAGE, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

PERIOD FROM MARCH 16, 1999 (INCEPTION) TO MARCH 31, 1999

<TABLE>

<S> <C>
Net revenues ................................................... $ --

Costs and expenses:
Selling, general and administrative ......................... 18,902
Research and development .................................... 178,618
------------
197,520
------------
Net loss ....................................................... $ (197,520)
============

Net loss per share-basic and diluted ........................... $ (0.02)
============

Number of shares used in per share calculation-basic and diluted 11,784,470
============
</TABLE>

See accompanying notes.

F-4
<PAGE> 53
AMERICA'S HOME PAGE, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

MARCH 31, 1999

Common Stock Additional Total
------------------------ Paid-In Accumulated Stockholders'
Shares Amount Capital Deficit Equity
------- ------ ------- ------- ------
<S> <C> <C> <C> <C> <C>
Beginning balance .. -- $ -- $ -- $ -- $ --
Issuance of
common stock to
founders ........ 9,900,000 9,900 168,718 -- 178,618
Sales of common
stock ........... 3,000,000 3,000 997,000 -- 1,000,000
Net loss ........ -- -- -- (197,520) (197,520)
---------- ------- ---------- --------- -----------
Balance at March 31,
1999 12,900,000 $12,900 $1,165,718 $(197,520) $ 981,098
========== ======= ========== ========= ===========
</TABLE>

See accompanying notes.

F-5
<PAGE> 54
AMERICA'S HOME PAGE, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

PERIOD FROM MARCH 16, 1999 (INCEPTION) TO MARCH 31, 1999

<TABLE>
<S> <C>
OPERATING ACTIVITIES
Net loss ................................................ $ (197,520)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Increase in accounts payable ...................... 18,902
Expenses paid by stockholders ..................... 178,618
-----------
Net cash provided by operating activities .................. --

INVESTING ACTIVITIES ....................................... --

FINANCING ACTIVITIES ....................................... --
-----------
Net increase in cash ....................................... --
Cash at beginning of period ................................ --
-----------
Cash at end of period ...................................... $ --
===========

NON-CASH ACTIVITY
Stock subscribed by stockholders ........................... $ 1,000,000
Prepaid offering costs in accounts payable ................. 4,228
</TABLE>

See accompanying notes.

F-6
<PAGE> 55
AMERICA'S HOME PAGE, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

March 31, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

America's Home Page, Inc. (the Company) is a development stage company
formed on March 16, 1999. The Company plans to launch a gateway to the
World Wide Web which management expects to attract and sustain a broad
and loyal base of Internet users by giving such users warrants that
when accumulated are convertible into a share of common stock in
exchange for qualifying activity at the Company's Web site.

BASIS OF PRESENTATION

To date, the Company's operations have consisted primarily of the
development of an Internet Web site. To be successful the Company needs
to develop and test its Web site as well as its database and network
capabilities to meet the demands of its anticipated future users. The
Company will also need to raise additional capital to carry out its
business plans. In addition, there is some uncertainty about whether
the Company's business model will be accepted by potential users as
well as future advertisers and business partners. The Company has not
generated any revenue to date. In order to achieve viability, the
Company must ultimately generate sufficient revenue from its Web site
to cover its expenses.

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
significantly from those estimates.

RECEIVABLE FROM STOCKHOLDER

Receivable from stockholder represents a subscription to purchase
3,000,000 shares of the Company's common stock for $1,000,000. This
subscription was collected on April 6, 1999 and accordingly, the
receivable is classified as a current asset.

MEMBERSHIP AWARD PROGRAM

The Company expects to incur non-cash costs with respect to certain
incentives it provides to qualifying users of its Web site. Users of
the Web site are issued warrants that are exercisable for shares of the
Company's common stock as is described in Note 2. Expense is recognized
based upon the estimated fair value of the warrant issued to the
recipient once the Company believes it is likely that the user will
accumulate enough warrants to convert them into a share of common stock
prior to their expiration. Until the Company establishes reasonably
predictable information with which to estimate the number of warrants
issued that will ultimately be converted, it will only reduce warrant
issuance costs for the actual number of warrants expiring, as they
expire.

INTERIM FINANCIAL INFORMATION

Operating results for the period from March 16, 1999 (inception) to
March 31, 1999 are not necessarily indicative of results that may be
expected for any future periods.

F-7
<PAGE> 56
AMERICA'S HOME PAGE, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. WARRANT ISSUANCE, CONVERSION AND VALUATION

The Company has reserved 10 million shares of common stock for issuance
under its membership award program. Under the present program, the
Company plans to issue warrants to users of its Web site that are
initially convertible into common stock on the basis of 30 warrants
being convertible into one share of common stock for no additional
consideration. Once an Internet user registers with the Company, one
warrant may be earned each day for each of the following:

- visiting the Web site; and

- spending at least four continuous hours of a given day using
the site and/or its underlying pages.

Warrants may also be earned pursuant to contests and other events
periodically held by the Company.

Warrants held by users will be maintained by the Company on its books
in uncertificated form and will be displayed on the user's individual
home page. Warrants expire at the earlier of the tenth business day of
the calendar year following the calendar year after the warrants were
earned or at the end of 60 days if the site has not been accessed for
60 days and the user has earned fewer than 30 warrants.

The Company estimates that the fair value of the warrants will be an
amount discounted from the related share of common stock into which
they may be converted, adjusted for the conversion ratio, initially set
at 30:1. Accordingly, the related expense for the issuance of warrants
by the Company will be based upon the fair value of the total warrants
issued each day, reduced by warrants expiring, based upon the closing
market price of the underlying common stock on the date the warrants
are awarded. As is discussed in Note 1, the Company may change the
number of issued warrants upon which expense will be computed when it
has developed information from which it can reasonably estimate the
number of warrants which will be ultimately converted.

The Company will not permit warrants to be exercised until 180 days
after its initial public offering.

3. STOCKHOLDERS' EQUITY

On March 16, 1999, the Company issued 9,900,000 shares of common stock
to the founding stockholders of the Company in consideration for
services provided on behalf of the Company substantially all of which
was prior to its formation. The founding stockholders' basis in the
consideration given was $178,618 which related principally to
previously performed research and development activities relating to
the development of the Company's Web site and content. The amounts were
determined based upon the respective stockholders' actual costs
incurred through March 31, 1999.

4. INCOME TAXES

The Company has not yet determined whether the expense it will record
through the warrant issuance program will be deductible for federal
income tax purposes. Until such time as it obtains a favorable ruling
from the Internal Revenue Service, or otherwise determines that such
amounts will be

F-8
<PAGE> 57
AMERICA'S HOME PAGE, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

deductible for income tax purposes, the Company does not intend to
account for such amounts as tax deductible.

At March 31, 1999, the Company had no net operating loss carryforwards
since its initial operating expenses were capitalized for income tax
purposes as start-up costs. Such start-up costs generated approximately
$70,000 of deferred tax assets which are fully reserved for financial
reporting purposes based on the Company's initial losses.

The Company's income tax provision differs from the federal statutory
rate by such rate given that the Company incurred operating losses and
any related deferred tax benefits are fully reserved.

5. SUBSEQUENT EVENTS

Subsequent to March 31, 1999, the Board of Directors adopted the
following stock option plans each of which are subject to stockholder
approval which has not yet occurred:

1999 STOCK OPTION PLAN

The 1999 Stock Option Plan (the "1999 Option Plan") was adopted by the
Board of Directors in May 1999. The 1999 Option Plan was established to
attract, retain and motivate selected employees and officers. The
Company has reserved 2,800,000 shares of common stock for issuance
under this plan.

NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

The Non-Employee Director Stock Option Plan (the "Director Plan") was
adopted by the Board of Directors in May 1999. The Director Plan was
established to attract and compensate the Company's non-employee
directors. The Company has reserved 150,000 shares of common stock for
future issuance under this plan. It is presently anticipated that
options to purchase shares will be granted with an exercise price equal
to the fair value of the related common stock. Under present accounting
rules, there would be no expense recorded relating to such options.
However, there are proposed changes in accounting rules covering
non-employee directors that, if adopted, could result in future charges
to expense under this plan.

INDEPENDENT CONTRACTOR STOCK OPTION PLAN

The Independent Contractor Stock Option Plan (the "Independent
Contractor Plan") was adopted by the Board of Directors in May, 1999.
The Independent Contractor Plan was established to provide the Company
with a non-cash alternative for compensating third-party service
providers to the Company. The Company has reserved 150,000 shares of
common stock for issuance under this plan. The Company will record
expense with respect to options granted under this plan in accordance
with Statement of Financial Accounting Standards Number 123.

F-9
<PAGE> 58
AMERICA'S HOME PAGE, INC.

Until _______, 1999, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
<PAGE> 59
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated expenses to be borne by
the Company in connection with the registration, issuance and distribution of
the securities to be registered hereby, other than underwriting discounts and
commissions. All amounts are estimates except the SEC registration fee, the NASD
filing fee and the Nasdaq application fee.

<TABLE>

<S> <C>
SEC registration fee $ 8,129
NASD filing fee 3,424
Nasdaq application fee 95,000
Accounting fees 75,000
Printing and engraving expenses 125,000
Legal fees and expenses 250,000
Transfer agent fees 20,000
Miscellaneous expenses 23,447
--------
Total $600,000
========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the "Delaware
Act") authorizes indemnification of directors, officers, employees and agents of
the Company; allows the advancement of costs of defending against litigation;
and permits companies incorporated in Delaware to purchase insurance on behalf
of directors, officers, employees and agents against liabilities whether or not
in the circumstances such companies would have the power to indemnify against
such liabilities under the provisions of the statute.

The Company's certificate of incorporation provides for indemnification
of the Company's officers and directors to the fullest extent permitted by
Section 145 of the Delaware Act. The Company intends to obtain directors and
officers insurance covering its executive officers and directors.

The certificate eliminates, to the fullest extent permitted by Delaware
law, liability of a director to the Company of its stockholders for monetary
damages for a breach of such director's fiduciary duty of care except for
liability where a director: (a) breaches his or her duty of loyalty to the
Company or its stockholders; (b) fails to act in good faith or engages in
intentional misconduct or knowing violation of law; (c) authorizes payment of an
illegal dividend or stock repurchase; or (d) obtains an improper personal
benefit. While liability for monetary damages has been eliminated, equitable
remedies such as injunctive relief or rescission remain available. In addition,
a director is not relieved of his or her responsibilities under any other law,
including the federal securities laws.

Insofar as indemnification by the Company for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, 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 Securities Act
and is, therefore, unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

In March 1999, we issued 100 shares of our common stock, par value
$.001 per share, to our co-founder, Peter L. Ax, in connection with our
incorporation. On March 16, 1999, we issued 2,999,900 shares of common stock to
Mr. Ax and 3,000,000 shares of common stock to Joel W. Cohen for founding
America's Home Page and

II-1
<PAGE> 60
services rendered by them. On March 16, 1999, we also issued 3,000,000 shares of
common stock to SpinCycle, Inc. for services rendered by its employees on our
behalf and for relinquishing the business concept for America's Home Page.

In March 1999, we commenced an offering of up to $1,500,000 of our
common stock at an offering price of approximately $.33 per share. We sold
3,000,000 shares of our common stock for an aggregate purchase price of
$1,000,000. We offered our common stock to "accredited investors" only. In
connection with this offering of our common stock, we rely upon the exemptions
from the Section 5 registration requirements set forth in Section 4(2) of the
Securities Act and pursuant to the safe harbor provided in Rule 506 of
Regulation D. Our offering was conducted without any general solicitation and
the investors were required to represent that they were purchasing for
investment and not with a view toward resale.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The exhibits to the Registration Statement are listed in the Exhibit
Index which appears elsewhere in this Registration Statement and is incorporated
herein by this reference.

All schedules are omitted because of the absence of the condition under
which they are required or because the information is included in the
consolidated financial statements or notes thereto.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

II-2

<PAGE> 61
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(4) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 421(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(5) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreements certificates
in such denominations and registered in such names as required by the
underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 14 above or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

II-3
<PAGE> 62
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
in the State of California, on May 11, 1999.

AMERICA'S HOME PAGE, INC.

By: /s/ JOEL W. COHEN
----------------------------------
Joel W. Cohen
Chief Executive Officer

II-4
<PAGE> 63
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Peter L. Ax, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act, for him and in his name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute may lawfully do or cause to be
done by virtue hereof. Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following persons in
the capacities indicated on May 11, 1999.

SIGNATURE TITLE

/s/ JOEL W. COHEN President and Chief Executive Officer
- --------------------------- (Principal Executive, Financial and
Joel W. Cohen Accounting Officer)

/s/ PETER L. AX Chairman of the Board
- --------------------------
Peter L. Ax

II-5
<PAGE> 64
EXHIBITS

EXHIBIT
NO. DESCRIPTION OF EXHIBIT
--- ----------------------

1.1* Underwriting Agreement

1.2* Warrant Agreement between Underwriters and the Company

3.1 Certificate of Incorporation of the Company as filed on March
16, 1999

3.2 Form of Amended and Restated Certificate of Incorporation of
the Company

3.3 Bylaws of the Company

4.1 Form of Warrant Agreement between the Company and Members

5.1* Legal Opinion of Pedersen & Houpt, P.C.

5.2* Tax Opinion of Pedersen & Houpt, P.C.

10.1 Agreement with GoTo.com, Inc.

10.2 Agreement with Verio, Inc.

10.3 Contractor Work Agreement dated April 7, 1999 between the
Company and Jedi Group, Inc.

10.4 1999 Stock Option Plan

10.5 Non-Employee Director Stock Option Plan

10.6 Independent Contractor Stock Option Plan

23.1 Consent of Pedersen & Houpt, P.C.

23.2 Consent of Ernst & Young LLP

24.1 Power of Attorney (included on signature page)

27.1 Financial Data Schedule

- ----------

* To be filed by amendment.

II-6

<PAGE> 1
State of Delaware
PAGE 1
OFFICE OF THE SECRETARY OF STATE
------------------------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "AMERICA'S HOME PAGE, INC.", FILED IN THIS OFFICE ON THE
SIXTEENTH DAY OF MARCH, A.D. 1999, AT 3 O'CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.

/s/ Edward J. Freel
----------------------------------
Edward J. Freel, Secretary of State

[Secretary's Office Seal]
3017290 8100 AUTHENTICATION: 9631018
991101910 DATE: 03-16-99

<PAGE> 2
CERTIFICATE OF INCORPORATION

AMERICA'S HOME PAGE, INC.
(a Delaware corporation)

*************

The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

FIRST: The name of the corporation is AMERICA'S HOME PAGE, INC. (the
"Corporation").

SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle; and
the name of the registered agent of the corporation in the State of Delaware at
such address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is Thirty Million (30,000,000) shares of common stock
with a par value of $0.001 per share.

FIFTH: The name and the mailing address of the incorporator are as follows:

NAME MAILING ADDRESS
------------------ ---------------------------------------
Anne M. O'Donoghue 161 N. Clark Street, Suite 3100
Chicago, IL 60601

SIXTH: The corporation is to have perpetual existence.

<PAGE> 3
SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three fourths (3/4) in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.

EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
fixed by, or in the manner provided in, the Bylaws. The phrase "whole
Board" and the phrase "total number of directors" shall be deemed to have
the same meaning, to wit, the total number of directors which the
corporation would have if there were no vacancies. No election of directors
need be by written ballot.

2. After the original or other Bylaws of the corporation have been
adopted, amended, or repealed, as the case may be, in accordance with the
provisions of Section 109 of the General Corporation Law of the State of
Delaware, and, after the corporation has received any payment for any of
its stock, the power to adopt, amend, or repeal the Bylaws of the
corporation may be exercised by the Board of Directors of the corporation;
provided, however, that any provision for the classification of directors
of the corporation for staggered terms pursuant to the provisions of
subsection (d) of Section 141 of the General Corporation Law of the State
of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by
the stockholders entitled to vote of the
<PAGE> 4
corporation unless provisions for such classification shall be set
forth in this certificate of incorporation.

3. Whenever the corporation shall be authorized to issue only
one class of stock, each outstanding share shall entitle the holder
thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the corporation shall be authorized to issue
more than one class of stock, no outstanding share of any class of
stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the
right to vote at any meeting of stockholders except as the provisions
of paragraph (2) of subsection (b) of Section 242 of the General
Corporation Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is otherwise denied
voting power shall entitle the holder thereof to vote upon the
increase or decrease in the number of authorized shares of said class.

NINTH: The personal liability of a director of the corporation is hereby
eliminated to the fullest extent permitted by paragraph (7) of subsection (b)
of Section 102 of the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented.

TENTH: The corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.

ELEVENTH: From time to time, any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and
all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.

DATED: March 16, 1999

/s/ Anne M. O'Donoghue
------------------------------
Anne M. O'Donoghue
Sole Incorporator

<PAGE> 1
Exhibit 3.2

FORM OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF AMERICA'S HOME PAGE, INC.

(Incorporated on March 16, 1999)

AMERICA'S HOME PAGE, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

FIRST: Pursuant to Section 242 and 245 of the General Corporation Law of
the State of Delaware (the "Delaware Law"), the Certificate of Incorporation of
AMERICA'S HOME PAGE, INC., a Delaware corporation (the "Corporation"), is hereby
restated and amended to read in its entirety as follows:

AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION
----------------

FIRST: The name of the Corporation is AMERICA'S HOME PAGE, INC.

SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is Eighty Million (80,000,000) shares consisting of:

Sixty Million (60,000,000) shares of common stock with par value
of $.001 per Share (the "Common Stock"); and

Twenty Million (20,000,000) shares of preferred stock, with a
par value of $.001 per share (the "Preferred Stock").

Except as otherwise required by law or expressly provided herein, the
holder of each share of Common Stock shall have one vote on each matter
submitted to a vote of the stockholders of the Corporation.

The holders of the Common Stock shall be entitled to receive dividends at
such times and in such amounts as may be determined by the Board of Directors of
the Corporation.

In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after payment or provision for
payment of the debts and other liabilities of the Corporation, the holders of
Common Stock, shall be entitled to share ratably in the remaining assets of the
Corporation.
<PAGE> 2
The holders of the Preferred Stock shall be entitled to such rights and
preferences as may be approved from time to time by the Board of Directors of
the Corporation as set forth in a Certificate of Designation filed pursuant to
the Delaware Law.

FIFTH: The Corporation is to have perpetual existence.

SIXTH: The following provisions are included for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its Board of Directors and stockholders:

1. The Board of Directors of the Corporation is expressly authorized to
adopt, amend or repeal the By-laws of the Corporation, subject to any limitation
thereof contained in the By-laws. The stockholders shall also have the power to
adopt, amend or repeal the By-laws of the Corporation; provided, however, that,
in addition to any vote of the holders of capital stock of the Corporation
required by law or by this Amended and Restated Certificate of Incorporation,
the affirmative vote of the holders of at least seventy-five percent (75%) of
the voting power of all of the then outstanding shares of the capital stock of
the Corporation entitled to vote generally in the election of directors shall be
required to adopt, amend or repeal any provision of the By-laws of the
Corporation.

2. The stockholders of the Corporation may not take any action by written
consent in lieu of a meeting.

3. Special meetings of stockholders may be called at any time only by the
Chairman of the Board of Directors, the President or a majority of the Board of
Directors. Business transacted at any special meeting of stockholders shall be
limited to matters relating to the purpose or purposes stated in the notice of
meeting.

4. The books of the Corporation may be kept at such place within or
without the State of Delaware as the By-laws of the Corporation may provide or
as may be designated from time to time by the Board of Directors of the
Corporation.

5. Election of directors need not be by written ballot unless the By-laws
of the Corporation so provide.

SEVENTH:

2
<PAGE> 3
1. Number of Directors. The number of directors which shall constitute
the whole Board of Directors shall be not less than three as determined by
resolution of a majority of the Board of Directors then in office. The number of
directors may be decreased at any time and from time to time by a majority of
the directors then in office, but only to eliminate vacancies existing by reason
of the death, resignation, removal or expiration of the term of one or more
directors. The directors shall be elected at the annual meeting of stockholders
by such stockholders as have the right to vote on such election. Directors need
not be stockholders of the Corporation.

2. Increases or Decreases in the Number of Directors. In the event of any
increase or decrease in the authorized number of directors, each director then
serving as such shall nevertheless continue as director until the expiration of
such director's current term or his or her prior death, retirement or
resignation. No decrease in the number of directors constituting the whole Board
of Directors shall shorten the term of an incumbent director.

3. Removal. Following the Initial Public Offering Date, any one or more
or all of the directors may be removed, with or without cause, by the holders of
at least a majority of the shares then entitled to vote at an election of
directors.

4. Stockholder Nominations and Introduction of Business, Etc. Following
the Initial Public Offering Date, advance notice of stockholder nominations for
election of directors and other business to be brought by stockholders before a
meeting of stockholders shall be given in the manner provided in the By-laws of
the Corporation.

EIGHTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended. Any repeal or modification of this Article Eighth by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.

NINTH: Each person who is or was a director or officer of the
Corporation, and each person who serves or served at the request of the
Corporation as a director or officer of another enterprise, shall be indemnified
by the Corporation in accordance with, and to the fullest extent authorized by,
the General Corporation Law of Delaware as it may be in effect from time to
time. The right of indemnity provided herein shall not be deemed exclusive of
any other rights to which any person may be entitled under any By-law,
agreement, vote of stockholders or directors, or otherwise. The Corporation may
provide indemnification to any such person, by agreement or otherwise, on such
terms and conditions as the Board of Directors may approve. Any agreement for
indemnification of any director, officer, employee or other person may provide
indemnification rights which are broader or otherwise differ from those set
forth herein. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the By-laws of the Corporation regarding the manner and conditions under
which indemnification shall be provided hereunder by the Corporation and the
extent thereof from time to time as deemed appropriate by the Board of

3
<PAGE> 4
Directors in the best interests of the Corporation.

TENTH: The Board of Directors of the Corporation, when evaluating any
offer of another party to (a) make a tender or exchange offer for any equity
security of the Corporation; (b) merge or consolidate the Corporation with
another Corporation; or (c) purchase or otherwise acquire all or substantially
all of the properties and assets of the Corporation may, in connection with the
exercise of its judgment in determining what is in the best interests of the
Corporation and its stockholders, give due consideration to all factors the
directors deem relevant, including without limitation (i) the effects upon the
employees, suppliers, customers, creditors and others having similar relations
with the Corporation, upon the communities in which the Corporation conducts its
business or on such other constituencies of the Corporation as the Board of
Directors considers relevant under the circumstances; (ii) not only the
consideration being offered (after taking into account taxes) in relation to the
then current market price for the Corporation's outstanding shares of capital
stock, but also the Board of Directors' estimate of the (A) future value of the
Corporation (including the unrealized value of its properties and assets) as an
independent going concern and (B) the current value of the Corporation in a
freely negotiated transaction; (iii) the purpose of the Corporation, and any of
its subsidiaries, to provide quality products and services on a long term basis;
(iv) whether the proposed transaction might violate federal or state laws; and
(v) the long-term as well as short-term interests of the Corporation and its
stockholders, including the possibility that such interests may be best served
by the continued independence of the Corporation. If, on the basis of such
factors, the Board of Directors so determines that a proposal or offer to
acquire or merge the Corporation, or to sell its assets, is not in the best
interests of the Corporation, it may reject the proposal or offer. If the Board
of Directors determines to reject any such proposal or sale, the Board of
Directors shall have no obligation to facilitate, to remove any barriers to, or
to refrain from impeding the proposal or offer except as may be required by
applicable law. Except to the extent required by applicable law, the
consideration of any or all of such factors shall not be a violation of the
business judgment rule or of any duty of the directors to the stockholders or a
group of stockholders, even if the directors reasonably determine that any such
factor or factors outweigh the financial or other benefits to the Corporation or
a shareholder or group of stockholders.

ELEVENTH: The Corporation has elected to be governed by Section 203 of
the Delaware Law.

TWELFTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon the stockholders herein are granted subject to this
reservation; provided, however, that, following the Initial Public Offering
Date, in addition to any vote of the holders of the capital stock of the
Corporation required by law or this Amended and Restated Certificate of
Incorporation, the affirmative vote of the holders of shares of voting stock of
the Corporation representing at least seventy-five percent (75%) of the voting
power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors shall be
required to (i) reduce or

4
<PAGE> 5
eliminate the number of authorized shares of capital stock set forth in Article
Fourth or (ii) amend or repeal or adopt any provision inconsistent with Articles
Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, and this Article Twelfth of this
Amended and Restated Certificate of Incorporation.

SECOND: The Board of Directors of the Corporation, at a meeting duly
called at which a quorum existed, duly adopted resolutions proposing and
approving the Amended and Restated Certificate of Incorporation of the
Corporation and directing that such Amended and Restated Certificate of
Incorporation be submitted to the stockholders of the Corporation to consider
and adopt the same.

THIRD: Pursuant to Section 228 of the General Corporation Law of the
State of Delaware, the adoption of the Amended and Restated Certificate of
Incorporation was consented to in writing by a majority of the holders of the
voting power of all shares of capital stock of the Corporation entitled to vote
thereon.

FOURTH: The Amended and Restated Certificate of Incorporation was duly
adopted in accordance with the provisions of the General Corporation Law of the
State of Delaware, including Sections 242 and 245 thereof.

IN WITNESS WHEREOF, AMERICA'S HOME PAGE, INC. has caused this Certificate
to be signed by its President, and its corporate seal to be hereunto affixed and
attested by its Secretary this _____ day of ________________, 1999.

AMERICA'S HOME PAGE, INC.

By:
-------------------------------------
Joel Cohen
President
SEAL

ATTEST:

By:
---------------------
Secretary

<PAGE> 1
Exhibit 3.3

BY-LAWS
OF
AMERICA'S HOME PAGE, INC.

ARTICLE I
STOCKHOLDERS MEETINGS

Section 1.1 ANNUAL MEETINGS. An annual meeting of stockholders shall be
held for the election of directors at such date, time and place as may be fixed
by resolution of the Board of Directors from time to time.

Section 1.2 SPECIAL MEETINGS. Special meetings of stockholders for any
purpose or purposes may be called at any time only by the Chairman of the Board,
if any, the President, or by a majority of the Board of Directors then in
office, and by no other person. The business transacted at a special meeting of
stockholders shall be limited to the purpose or purposes for which such meeting
is called, except as otherwise determined by the Board of Directors or the
chairman of the meeting.

Section 1.3 NOTICE OF MEETINGS. A written notice of each annual or special
meeting of stockholders shall be given stating the place, date and time of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided by law, the Certificate
of Incorporation or these By-laws, as such may be amended or restated from time
to time, such notice of meeting shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be given when deposited in the mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
Corporation.

Section 1.4 ADJOURNMENTS. Any annual or special meeting of stockholders
may be adjourned from time to time to reconvene at the same or some other place,
and notice need not be given of any such adjourned meeting if the date, time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting any business may be transacted which might have been
transacted at the original meeting. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the adjourned meeting in accordance with Section 1.3.

Section 1.5 QUORUM. Except as otherwise provided by law, the Certificate
of Incorporation or these By-laws, as such may be amended or restated from time
to time, the presence in person or by proxy of the holders of stock having a
majority of the votes which could be cast by the holders of all outstanding
stock entitled to vote at the meeting shall constitute a quorum at each meeting
of stockholders. In the absence of a quorum, the stockholders so present may, by
the affirmative vote of the holders of stock having a majority of the votes
which could be cast by all
<PAGE> 2
such holders, adjourn the meeting from time to time in the manner provided in
Section 1.4 of these By-laws until a quorum is present. If a quorum is present
when a meeting is convened, the subsequent withdrawal of stockholders, even
though less than a quorum remains, shall not affect the ability of the remaining
stockholders lawfully to transact business.

Section 1.6 ORGANIZATION. Meetings of stockholders shall be presided over
by the Chairman of the Board, if any, or if there is none or in his or her
absence, by the Vice Chairman of the Board, if any, or if there is none or in
his or her absence by the President, or in his or her absence, by a chairman
designated by the Board of Directors, or in the absence of such designation by a
chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his or her absence, the chairman of the meeting may appoint any
person to act as secretary of the meeting.

Section 1.7 VOTING.

(a) Except as otherwise provided by the Certificate of Incorporation, as
such may be amended or restated from time to time, each stockholder entitled to
vote at any meeting of stockholders shall be entitled to one vote for each share
of stock held by such stockholder which has voting power on the matter in
question.

(b) Voting at meetings of stockholders need not be by written ballot and
need not be conducted by inspectors of election unless so required by Section
1.9 of these By-laws or so determined by the holders of stock having a majority
of the votes which could be cast by the holders of all outstanding stock
entitled to vote which are present in person or by proxy at such meeting. Unless
otherwise provided in the Certificate of Incorporation, as such may be amended
or restated from time to time, directors shall be elected by a plurality of the
votes cast in the election of directors. Each other question shall, unless
otherwise provided by law, the Certificate of Incorporation or these By-laws, as
such may be amended or restated from time to time, be decided by the vote of the
holders of stock having a majority of the votes which could be cast by the
holders of all stock entitled to vote on such question which are present in
person or by proxy at the meeting.

(c) Stock of the Corporation standing in the name of another corporation
and entitled to vote may be voted by such officer, agent or proxy as the by-laws
or other internal regulations of such other corporation may prescribe or, in the
absence of such provision, as the board of directors or comparable body of such
other corporation may determine.

(d) Stock of the Corporation standing in the name of a deceased person, a
minor, an incompetent or a debtor in a case under Title 11, United States Code,
and entitled to vote may be voted by an administrator, executor, guardian,
conservator, debtor-in-possession or trustee, as the case may be, either in
person or by proxy, without transfer of such shares into the name of the
official or other person so voting.

2
<PAGE> 3
(e) A stockholder whose voting stock of the Corporation is pledged shall
be entitled to vote such stock unless on the transfer records of the Corporation
the pledgor has expressly empowered the pledgee to vote such shares, in which
case only the pledgee, or such pledgee's proxy, may represent such shares and
vote thereon.

(f) If voting stock is held of record in the names of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety or otherwise, or if two or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect: (i) if only
one votes, such act binds all; (ii) if more than one vote, the act of the
majority so voting binds all; and (iii) if more than one votes, but the vote is
evenly split on any particular matter each faction may vote such stock
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to the Court of Chancery of the State of Delaware or such other court as
may have jurisdiction to appoint an additional person to act with the persons so
voting the stock, which shall then be voted as determined by a majority of such
persons and the person appointed by the Court. If the instrument so filed shows
that any such tenancy is held in unequal interests, a majority or even split for
the purpose of this subsection shall be a majority or even split in interest.

(g) Stock of the Corporation belonging to the Corporation, or to another
corporation a majority of the shares entitled to vote in the election of
directors of which are held by the Corporation, shall not be voted at any
meeting of stockholders and shall not be counted in the total number of
outstanding shares for the purpose of determining whether a quorum is present.
Nothing in the Section 1.7 shall limit the right of the Corporation to vote
shares of stock of the Corporation held by it in a fiduciary capacity.

Section 1.8 PROXIES.

(a) Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for such stockholder by proxy filed
with the Secretary before or at the time of the meeting. No such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing with the Secretary an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date.

(b) A stockholder may authorize another person or persons to act for such
stockholder as proxy (i) by executing a writing authorizing such person or
persons to act as such, which execution may be accomplished by such stockholder
or such stockholder's authorized officer, director, partner, employee or agent
(or, if the stock is held in a trust or estate, by a trustee, executor or
administrator thereof) signing such writing or causing his or her signature to
be

3
<PAGE> 4
affixed to such writing by any reasonable means, including, but not limited to,
facsimile signature, or (ii) by transmitting or authorizing the transmission of
a telegram, cablegram, electronic mail message or other means of electronic
transmission (a "Transmission") to the person who will be the holder of the
proxy or to a proxy solicitation firm, proxy support service organization or
like agent duly authorized by the person who will be the holder of the proxy to
receive such Transmission; provided that any such Transmission must either set
forth or be submitted with information from which it can be determined that such
Transmission was authorized by such stockholder.

(c) Any inspector or inspectors appointed pursuant to Section 1.9 of these
By-laws shall examine Transmissions to determine if they are valid. If no
inspector or inspectors are so appointed, the Secretary or such other person or
persons as shall be appointed from time to time by the Board of Directors shall
examine Transmissions to determine if they are valid. If it is determined a
Transmission is valid, the person or persons making that determination shall
specify the information upon which such person or persons relied. Any copy,
facsimile telecommunication or other reliable reproduction of such a writing or
Transmission may be substituted or used in lieu of the original writing or
Transmission for any and all purposes for which the original writing or
Transmission could be used; provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or Transmission.

Section 1.9 VOTING PROCEDURES AND INSPECTORS OF ELECTIONS.

(a) If the Corporation has a class of voting stock that is (i) listed on a
national securities exchange, (ii) authorized for quotation on an interdealer
quotation system of a registered national securities association or (iii) held
of record by more than 2,000 stockholders, the Board of Directors shall, in
advance of any meeting of stockholders, appoint one or more inspectors
(individually an "Inspector," and collectively the "Inspectors") to act at such
meeting and make a written report thereof. The Board of Directors may designate
one or more persons as alternate Inspectors to replace any Inspector who shall
fail to act. If no Inspector or alternate is able to act at such meeting, the
chairman of the meeting shall appoint one or more other persons to act as
Inspectors. Each Inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
Inspector with strict impartiality and according to the best of his or her
ability.

(b) The Inspectors shall (i) ascertain the number of shares of stock of
the Corporation outstanding and the voting power of each, (ii) determine the
number of shares of stock of the Corporation present in person or by proxy at
such meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the Inspectors and
(v) certify their determination of the number of such shares present in person
or by proxy at such meeting and their count of all votes and ballots. The
Inspectors may appoint or retain other persons or entities to assist them in the
performance of their duties.

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(c) The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced at
such meeting. No ballots, proxies or votes, nor any revocations thereof or
changes thereto, shall be accepted by the Inspectors after the closing of the
polls unless the Court of Chancery of the State of Delaware upon application by
any stockholder shall determine otherwise.

(d) In determining the validity and counting of proxies and ballots, the
Inspectors shall be limited to an examination of the proxies, any envelopes
submitted with such proxies, any information referred to in paragraphs (b) and
(c) of Section 1.8 of these By-laws, ballots and the regular books and records
of the Corporation, except that the Inspectors may consider other reliable
information for the limited purpose of reconciling proxies and ballots submitted
by or on behalf of banks, brokers, their nominees or similar persons which
represent more votes than the holder of a proxy is authorized by a stockholder
of record to cast or more votes than such stockholder holds of record. If the
Inspectors consider other reliable information for the limited purpose permitted
herein, the Inspectors, at the time they make their certification pursuant to
paragraph (b) of this Section 1.9, shall specify the precise information
considered by them, including the person or persons from whom such information
was obtained, when and the means by which such information was obtained and the
basis for the Inspectors' belief that such information is accurate and reliable.

Section 1.10 FIXING DATE OF DETERMINATION OF STOCKHOLDERS OF RECORD.

(a) In order that the Corporation may determine the stockholders entitled
(i) to notice of or to vote at any meeting of stockholders or any adjournment
thereof, (ii) to receive payment of any dividend or other distribution or
allotment of any rights, (iii) to exercise any rights in respect of any change,
conversion or exchange of stock or (iv) to take, receive or participate in any
other action, the Board of Directors may fix a record date, which shall not be
earlier than the date upon which the resolution fixing the record date is
adopted by the Board of Directors and which (1) in the case of a determination
of stockholders entitled to notice of or to vote at any meeting of stockholders
or adjournment thereof, shall, unless otherwise required by law, be not more
than sixty (60) nor less than ten (10) days before the date of such meeting; (2)
in the case of a determination of stockholders entitled to express consent to
corporate action in writing without a meeting, shall be not more than ten (10)
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors; and (3) in the case of any other action, shall be not
more than sixty (60) days before such action.

(b) If no record date is fixed, (i) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; and (ii) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

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(c) A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting,
but the Board of Directors may fix a new record date for the adjourned meeting.

Section 1.11 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Secretary shall
prepare, at least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof and may be
inspected by any stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the Corporation, or to vote in person
or by proxy at any meeting of stockholders.

Section 1.12 STOCKHOLDER PROPOSALS AND BOARD NOMINATIONS.

(a) At any annual meeting of the Corporation's stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (iii) otherwise
properly brought before the meeting by a stockholder in accordance with these
By-laws. Business may be properly brought before an annual meeting by a
stockholder only if written notice of the stockholder's intent to propose such
business has been delivered, either by personal delivery, United States mail,
first class postage prepaid, or other similar means, to the Secretary of the
Corporation not later than 90 calendar days in advance of the anniversary date
of the release of the Corporation's proxy statement to stockholders in
connection with the preceding year's annual meeting of stockholders, except that
if no annual meeting was held in the previous year or the date of the annual
meeting has been changed by more than 30 calendar days from the anniversary of
the annual meeting date stated in the previous year's proxy statement, a
stockholder proposal shall be received by the Corporation a reasonable time
before the solicitation is made.

(b) Each notice of new business must set forth: (i) the name and address
of the stockholder who intends to raise the new business; (ii) the business
desired to be brought forth at the meeting and the reasons for conducting such
business at the meeting; (iii) a representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote with respect to such
business and intends to appear in person or by proxy at the meeting to move the
consideration of such business; (iv) such stockholder's total beneficial
ownership of the Corporation's voting stock; and (v) such stockholder's interest
in such business. The chairman of the meeting may refuse to acknowledge a motion
to consider any business that he determines was not made in

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compliance with the foregoing procedures.

(c) An adjourned meeting, if notice of the adjourned meeting is not
required to be given to stockholders, shall be regarded as a continuation of the
original meeting, and any notice of new business must have met the foregoing
requirements as of the date of the original meeting. In the event of an
adjourned meeting where notice of the adjourned meeting is required to be given
to stockholders, any notice of new business made by a stockholder with respect
to the adjourned meeting must meet the foregoing requirements based upon the
date on which notice of the date of the adjourned meeting was given.

(d) Nominations for the election of directors may be made by the Board of
Directors or a committee appointed by the Board of Directors or by any
stockholder entitled to vote in the election of directors generally. However,
any stockholder entitled to vote in the election of directors may nominate one
or more persons for election as director(s) at a meeting only if written notice
of such stockholder's intent to make such nomination or nominations has been
delivered, either by personal delivery, United States mail, first class postage
prepaid, or other similar means, to the Secretary of the Corporation not later
than (i) with respect to an election to be held at an annual meeting of
stockholders, 90 calendar days in advance of the anniversary date of the release
of the Corporation's proxy statement to stockholders in connection with the
preceding year's annual meeting of stockholders, except that if no annual
meeting was held in the previous year or the date of the annual meeting has been
changed by more than 30 calendar days from the anniversary of the annual meeting
date stated in the previous year's proxy statement, a nominee proposal shall be
received by the Corporation a reasonable time before the solicitation is made,
and (ii) with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on the 10th
day following the date on which notice of such meeting is first given to
stockholders.

(e) Each such notice shall set forth: (i) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (ii) a representation that the stockholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (iii) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (iv) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (v) the consent of each nominee
to serve as a director of the Corporation if so elected.

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ARTICLE II
BOARD OF DIRECTORS

Section 2.1 NUMBER. The Board of Directors shall initially consist of
three (3) directors as may be adjusted from time to time by resolution of the
Board of Directors.

Section 2.2 ELECTION; RESIGNATION; VACANCIES.

(a) Directors shall be elected at each annual meeting of stockholders at
which their term of office expires. Directors shall each hold office until the
annual meeting of stockholders at which their term of office expires and the
election and qualification of his or her successor, or until his or her earlier
death, resignation or removal.

(b) Any director may resign at any time by giving written notice to the
Chairman of the Board, if any, the President or the Secretary. Unless otherwise
stated in a notice of resignation, it shall take effect when received by the
officer to whom it is directed, without any need for its acceptance.

(c) Any newly created directorship or any vacancy occurring in the Board
of Directors for any reason may be filled by a majority of the remaining
directors, although less than a quorum, or by a plurality of the votes cast in
the election of directors at a meeting of stockholders. Each director elected to
replace a former director shall hold office until the expiration of the term of
office of the director whom he or she has replaced and the election and
qualification of his or her successor, or until his or her earlier death,
resignation or removal. A director elected to fill a newly created directorship
shall serve until the next annual meeting of the stockholders and the election
and qualification of his or her successor, or until his or her earlier death,
resignation or removal.

(d) The directors may elect a Chairman and/or Vice Chairman from time
to time to serve until such time as a majority of the directors select a
replacement for either or both of them. When present, the Chairman shall
preside at all meetings of the stockholders and of the Board of Directors. In
his absence, the Vice Chairman shall so preside.

Section 2.3 REGULAR MEETINGS. A regular annual meeting of the Board of
Directors shall be held, without call or notice, immediately after and at the
same place as the annual meeting of stockholders, for the purpose of organizing
the Board of Directors, electing officers and transacting any other business
that may properly come before such meeting. Additional regular meetings of the
Board of Directors may be held without call or notice at such times as shall be
fixed by resolution of the Board of Directors.

Section 2.4 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if any, the President, the
Secretary, or by a majority of the Board of Directors then in office. Notice of
a special meeting of the Board of Directors shall be given by the person or
persons calling the meeting at least twenty-four (24) hours before the special
meeting. The purpose or purposes of a special meeting need not be stated in the
call or notice.

Section 2.5 ORGANIZATION. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or if there is none or in
his or her absence, by the Vice Chairman

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of the Board, if any, or if there is none or in his or her absence, by the
President, or in his or her absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting. A majority of the directors present at a meeting, whether or not they
constitute a quorum, may adjourn such meeting to any other date, time or place
without notice other than announcement at the meeting.

Section 2.6 QUORUM; VOTE REQUIRED FOR ACTION. At all meetings of the Board
of Directors a majority of the Board of Directors then in office shall
constitute a quorum for the transaction of business. Unless the Certificate of
Incorporation or these By-laws, as such may be amended or restated from time to
time, otherwise provide, the vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.7 COMPENSATION COMMITTEE. Two or more directors of the
Corporation shall be appointed by the Board of Directors to act as a
Compensation Committee, each of whom shall be a director who is not an employee
of the Corporation or any subsidiary thereof. The Compensation Committee shall
have the power and authority to set the compensation of the officers and other
employees and agents of the Company and shall possess the power and authority to
act with respect to the compensation, option and other benefit plans of the
Corporation. The Compensation Committee shall also recommend fees to be paid to
members of the Board of Directors for services to the Corporation.

Section 2.8 AUDIT COMMITTEE. Two or more directors of the Corporation
shall be appointed by the Board of Directors to act as an Audit Committee, each
of whom shall be a director who is not an employee of the Corporation or any
subsidiary thereof. The Audit Committee shall have general oversight
responsibility with respect to the Corporation's financial reporting. In
performing its oversight responsibility, the Audit Committee shall make
recommendations to the Board of Directors as to the selection, retention, or
change in the independent accountants of the Corporation, review with the
independent accountants the scope of their examination and other matters
(relating to both audit and non-audit activities), and review generally the
internal auditing procedures of the Corporation. In undertaking the foregoing
responsibilities, the Audit Committee shall have unrestricted access, if
necessary, to the Corporation's personnel and documents and shall be provided
with the resources and assistance necessary to discharge its responsibilities,
including periodic reports from management assessing the impact of regulation,
accounting, and reporting of other significant matters that may affect the
Corporation. The Audit Committee shall review the financial reporting and
adequacy of internal controls of the Corporation, consult with the internal
auditors and certified public accountants, and from time to time, but not less
than annually, report to the Board of Directors.

Section 2.9 OTHER COMMITTEES. The Board of Directors may from time to
time, in its discretion, by resolution passed by a majority of the Board of
Directors, designate other committees of the Board of Directors consisting of
such number of directors as the Board of

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Directors shall determine, which shall have and may exercise such lawfully
delegable powers and duties of the Board of Directors as shall be conferred or
authorized by such resolution. The Board of Directors shall have the power to
change at any time the members of any such committee, to fill vacancies and to
dissolve any such committee.

Section 2.10 ALTERNATES. The Board of Directors may from time to time
designate from among the directors alternates to serve on any committee of the
Board of Directors to replace any absent or disqualified member at any meeting
of such committee. Whenever a quorum cannot be secured for any meeting of any
committee from among the regular members thereof and designated alternates, the
member or members of such committee present at such meeting and not disqualified
from voting, whether or not constituting a quorum, may unanimously appoint
another director to act at such meeting in place of any absent or disqualified
member.

Section 2.11 QUORUM AND MANNER OF ACTING--COMMITTEES. A majority of the
members of any committee of the Board of Directors shall constitute a quorum for
the transaction of business at any meeting of such committee, and the act of a
majority of the members present at any meeting at which a quorum is present
shall be the act of such committee.

Section 2.12 COMMITTEE CHAIRMAN, BOOKS AND RECORDS, ETC. The chairman of
each committee of the Board of Directors shall be selected from among the
members of such committee by the Board of Directors.

Each committee shall keep a record of its acts and proceedings, and all
actions of each committee shall be reported to the Board of Directors when
required.

Each committee shall fix its own rules of procedure not inconsistent with
these By-laws or the resolution of the Board of Directors designating such
committee and shall meet at such times and places and upon such call or notice
as shall be provided by such rules.

Section 2.13 TELEPHONIC MEETINGS. Directors, or any committee of directors
designated by the Board of Directors, may participate in a meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 2.13 shall constitute presence in person at such meeting.

Section 2.14 INFORMAL ACTION BY DIRECTORS. Unless otherwise restricted by
the Certificate of Incorporation or these By-laws, as such may be amended or
restated from time to time, any action required or permitted to be taken at any
meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting if all members then in office of the Board of Directors or
such committee, as the case may be, consent thereto in writing (which may be in
counterparts), and the written consent or consents are filed with the minutes of
proceedings of the Board of Directors or such committee.

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Section 2.15 RELIANCE UPON RECORDS. Every director, and every member of
any committee of the Board of Directors, shall, in the performance of his or her
duties, be fully protected in relying in good faith upon the records of the
Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers or employees, or committees of the
Board of Directors, or by any other person as to matters the director or member
reasonably believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Corporation, including, but not limited to, such records, information, opinions,
reports or statements as to the value and amount of the assets, liabilities
and/or net profits of the Corporation, or any other facts pertinent to the
existence and amount of surplus or other funds from which dividends might
properly be declared and paid, or with which the Corporation's capital stock
might properly be purchased or redeemed.

Section 2.16 INTERESTED DIRECTORS. A director who is directly or
indirectly a party to a contract or transaction with the Corporation, or is a
director or officer of or has a financial interest in any other corporation,
partnership, association or other organization which is a party to a contract or
transaction with the Corporation, may be counted in determining whether a quorum
is present at any meeting of the Board of Directors or a committee thereof at
which such contract or transaction is considered or authorized, and such
director may participate in such meeting and vote on such authorization to the
extent permitted by applicable law, including Section 144 of the General
Corporation Law of the State of Delaware.

Section 2.17 COMPENSATION. Unless otherwise restricted by the Certificate
of Incorporation, as such may be amended or restated from time to time, the
Board of Directors shall have the authority to fix the compensation of
directors. The directors shall be paid their reasonable expenses, if any, of
attendance at each meeting of the Board of Directors or a committee thereof and
may be paid a fixed sum for attendance at each such meeting and an annual
retainer or salary for services as a director or committee member. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

Section 2.18 PRESUMPTION OF ASSENT. Unless otherwise provided by the laws
of the State of Delaware, a director who is present at a meeting of the Board of
Directors or a committee thereof at which action is taken on any matter shall be
presumed to have assented to the action taken unless his or her dissent shall be
entered in the minutes of such meeting or unless he or she shall file his or her
written dissent to such action with the person acting as secretary of such
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary immediately after the adjournment of such
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.

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ARTICLE III
OFFICERS

Section 3.1 NUMBER AND DESIGNATION. The officers of the Corporation shall
be a Chairman of the Board, a President, and Chief Executive officer one or more
Vice Presidents, a Secretary and a Treasurer, and such Assistant Secretaries,
Assistant Treasurers or other officers or agents as may be elected or appointed
by the Board of Directors. Any two or more offices may be held by the same
person unless the Certificate of Incorporation or these By-laws, as such may be
amended or restated from time to time, provide otherwise.

Section 3.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after the election of directors. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Vacancies may be filled or new offices created
and filled at any meeting of the Board of Directors. Each officer shall hold
office until his or her successor shall have been duly elected and shall have
qualified or until his or her earlier death, resignation or removal.

Section 3.3 REMOVAL AND RESIGNATION. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board of Directors
whenever in its judgment the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Any officer or agent may resign at any time by
giving written notice to the Board of Directors, to the Chairman of the Board or
to the Secretary. Any such resignation shall take effect at the time of receipt
of such notice or at any later time specified therein; and, unless otherwise
specified therein, acceptance of such resignation shall not be necessary to make
it effective.

Section 3.4 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.

Section 3.5 CHAIRMAN OF THE BOARD. The President and Chief Executive
officer shall be the chief executive officer of the Corporation and shall in
general supervise and control all of the business and affairs of the
Corporation. The President and Chief Executive Officer may execute, alone or
with the Secretary or any other officer of the Corporation authorized by the
Board of Directors, any deeds, mortgages, bonds, contracts or other instruments
which the Board of Directors or a committee thereof has authorized to be
executed, except in cases where the execution thereof shall be expressly
delegated by the Board of Directors or a committee thereof or by these By-laws
to some other officer or agent of the Corporation, or shall be required by law
to be otherwise executed, and in general he or she shall perform all duties
incident to the office of President and Chief Executive Officer and such other
duties as from time to time may be prescribed by the Board of Directors or a
committee thereof. In the absence of the Chairman or Vice Chairman, he or she
shall preside at all meetings of the stockholders and of the Board of Directors.

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Section 3.6 President. The President shall (if different from the Chairman
of the Board) be the chief operating officer of the Corporation, second only to
the Chairman of the Board and Vice Chairman of the Board. In the absence of the
Chairman of the Board and Vice Chairman of the Board or in the event of their
inability to act as Chairman of the Board or Vice Chairman of the Board, the
President shall perform the duties of the Chairman of the Board and, when so
acting, shall have all the powers of, and be subject to all the restrictions
placed upon the Chairman of the Board. He or she may execute, alone or with the
Secretary or any other officer of the Corporation authorized by the Board of
Directors, any deeds, mortgages, bonds, contracts or other instruments which the
Board of Directors or a committee thereof has authorized to be executed, except
in cases where the execution thereof shall be expressly delegated by the Board
of Directors or a committee thereof or by these By-laws to some other officer or
agent of the Corporation, or shall be required by law to be otherwise executed,
and in general he or she shall perform all duties incident to the office of
President and such other duties as from time to time may be prescribed by the
Chairman of the Board, the Board of Directors or a committee thereof.

Section 3.7 The Vice Presidents. In the absence of the President or in the
event of his or her inability to act, the Vice President (or in the event there
shall be more than one Vice President, the Vice Presidents in the order
determined by the Board of Directors or, if there shall have been no such
determination, then in the order of their election) shall perform the duties of
the President and, when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. The Board of Directors may also
designate certain Vice Presidents as being in charge of designated divisions,
plants or functions of the Corporation's business and add appropriate
descriptions to their titles. In addition, any Vice President shall perform such
duties as from time to time may be assigned to him or her by the Chairman of the
Board, the President or the Board of Directors.

Section 3.8 The Secretary. The Secretary shall (a) keep the minutes of
proceedings of the stockholders, the Board of Directors and any committee of the
Board of Directors in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these By-laws or
as required by law; (c) be custodian of the corporate records and of the seal of
the Corporation; (d) affix the seal of the Corporation or a facsimile thereof,
or cause it to be affixed, and, when so affixed, attest the seal by his or her
signature, to all certificates for shares of capital stock of the Corporation
prior to the issue thereof and to all other documents the execution of which on
behalf of the Corporation under its seal is duly authorized by the Board of
Directors or otherwise in accordance with the provisions of these By-laws; (e)
keep a register of the post office address of each stockholder, director or
committee member, which shall be furnished to the Secretary by such stockholder,
director or member; (f) have general charge of the

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stock transfer books of the Corporation; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him or her by the Chairman of the Board, the President or the
Board of Directors.

Section 3.9 THE TREASURER. The Treasurer shall have charge and custody of
and be responsible for all funds and securities of the Corporation, receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article IV of these By-laws, disburse the funds of the
Corporation as ordered by the Board of Directors or the Chairman of the Board or
as otherwise required in the conduct of the business of the Corporation and
render to the Chairman of the Board, President or the Board of Directors, upon
request, an accounting of all his or her transactions as Treasurer and a report
on the financial condition of the Corporation. The Treasurer shall in general
perform all the duties incident to the office of Treasurer and such other duties
as from time to time may be assigned to him or her by the Chairman of the Board,
President or the Board of Directors.

Section 3.10 ASSISTANT TREASURERS AND SECRETARIES. In the absence of the
Secretary or the Treasurer, as the case may be, or in the event of his or her
inability to act, the Assistant Secretaries and the Assistant Treasurers,
respectively, in the order determined by the Board of Directors (or if there
shall have been no such determination, then in the order of their election),
shall perform the duties and exercise the powers of the Secretary or the
Treasurer, as the case may be. In addition, the Assistant Secretaries and the
Assistant Treasurers shall, in general, perform such duties as may be assigned
to them by the Chairman of the Board, the President, the Secretary, the
Treasurer or the Board of Directors.

Section 3.11 SALARIES. The salaries of the officers and agents of the
Corporation shall be fixed from time to time by the Board of Directors or by
such officer as it shall designate for such purpose. No officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a director of the Corporation.

Section 3.12 APPOINTMENTS. In addition to the elected officers described
above, the Chairman of the Board may from time to time designate persons to be
appointed Vice Presidents or bear such other title or titles as the Chairman of
the Board shall specify. The powers and duties of each such appointed person
shall be as prescribed by the Chairman of the Board from time to time. Such
appointed persons shall not be deemed elected or executive officers of the
Corporation. Each such appointed person shall serve until the successor thereof
is appointed or until the earlier resignation or removal of such appointed
person.

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ARTICLE IV
STOCK CERTIFICATES AND TRANSFERS

Section 4.1 CERTIFICATE. Every holder of stock shall be entitled to have a
certificate signed by or in the name of the Corporation by the Chairman of the
Board, if any, or the President or a Vice President, and by the Secretary or an
Assistant Secretary, of the Corporation, certifying the number of shares owned
by such stockholder in the Corporation. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such officer, transfer agent, or registrar continued to be such at the
date of issue.

Section 4.2 LOST, STOLEN OR DESTROYED CERTIFICATES; ISSUANCE OF NEW
CERTIFICATES. The Corporation may issue a new certificate for stock in the place
of any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or such stockholder's legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

Section 4.3 TRANSFERS OF STOCK. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for stock of the Corporation
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer or, if the relevant stock certificate is claimed to have
been lost, stolen or destroyed, upon compliance with the provisions of Section
4.2 of these By-laws, and upon payment of applicable taxes with respect to such
transfer, and in compliance with any restrictions on transfer applicable to such
stock certificate or the shares represented thereby of which the Corporation
shall have notice and subject to such rules and regulations as the Board of
Directors may from time to time deem advisable concerning the transfer and
registration of stock certificates, the Corporation shall issue a new
certificate or certificates for such stock to the person entitled thereto,
cancel the old certificate and record the transaction upon its books. Transfers
of stock shall be made only on the books of the Corporation by the registered
holder thereof or by such holder's attorney or successor duly authorized as
evidenced by documents filed with the Secretary or transfer agent of the
Corporation. Whenever any transfer of stock shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of transfer
if, when the certificate or certificates representing such stock are presented
to the Corporation for transfer, both the transferor and transferee request the
Corporation to do so.

Section 4.4 STOCKHOLDERS OF RECORD. The Corporation shall be entitled to
treat the holder of record of any stock of the Corporation as the holder thereof
and shall not be bound to recognize

15
<PAGE> 16
any equitable or other claim to or interest in such stock on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise required by the laws of the State of Delaware.

ARTICLE V
NOTICES

Section 5.1 MANNER OF NOTICE. Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, as such may be amended or
restated from time to time, whenever notice is required to be given to any
stockholder, director or member of any committee of the Board of Directors, such
notice may be given by personal delivery or by depositing it, in a sealed
envelope, in the United States mails, first class, postage prepaid, addressed,
or by delivering it to a telegraph company, charges prepaid, for transmission,
or by transmitting it via telecopier, electronic mail or other electronic means,
to such stockholder, director or member, either at the address of such
stockholder, director or member as it appears on the records of the Corporation
or, in the case of such a director or member, at his or her business address;
and such notice shall be deemed to be given at the time when it is thus
personally delivered, deposited, delivered or transmitted, as the case may be.
Such requirement for notice shall also be deemed satisfied, except in the case
of stockholder meetings, if actual notice is received orally or by other writing
by the person entitled thereto as far in advance of the event with respect to
which notice is being given as the minimum notice period required by law or
these By-laws.

Section 5.2 DISPENSATION WITH NOTICE.

(a) Whenever notice is required to be given by law, the Certificate of
Incorporation or these By-laws, as such may be amended or restated from time to
time, to any stockholder to whom (i) notice of two consecutive annual meetings
of stockholders, and all notices of meetings of stockholders or of the taking of
action by stockholders by written consent without a meeting to such stockholder
during the period between such two consecutive annual meetings, or (ii) all, and
at least two, payments (if sent by first class mail) of dividends or interest on
securities of the Corporation during a 12-month period, have been mailed
addressed to such stockholder at the address of such stockholder as shown on the
records of the Corporation and have been returned undeliverable, the giving of
such notice to such stockholder shall not be required. Any action or meeting
which shall be taken or held without notice to such stockholder shall have the
same force and effect as if such notice had been duly given. If any such
stockholder shall deliver to the Corporation a written notice setting forth the
then current address of such stockholder, the requirement that notice be given
to such stockholder shall be reinstated.

(b) Whenever notice is required to be given by law, the Certificate of
Incorporation or these By-laws, as such may be amended or restated from time to
time, to any person with whom communication is unlawful, the giving of such
notice to such person shall not be required, and there shall be no duty to apply
to any governmental authority or agency for a license or permit to

16
<PAGE> 17
give such notice to such person. Any action or meeting which shall be taken or
held without notice to any such person with whom communication is unlawful shall
have the same force and effect as if such notice had been duly given.

Section 5.3 WAIVERS OF NOTICE. Any written waiver of notice, signed by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular special meeting of the stockholders, directors, or members of a
committee or directors need be specified in any written waiver of notice.

ARTICLE VI
INDEMNIFICATION

Section 6.1 RIGHT TO INDEMNIFICATION.

(a) The Corporation shall indemnify and hold harmless, to the fullest
extent permitted by law as in effect on the date of adoption of these By-laws or
as they may thereafter be amended or restated from time to time, any person who
was or is made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (including any action by or in the right of the Corporation) (a
"proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer or employee of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture or other enterprise, against any and all liability and loss (including
judgments, fines, penalties and amounts paid in settlement) suffered or incurred
and expenses reasonably incurred by such person (including attorneys' fees and
related expenses); provided that any standard of conduct applicable to whether a
director or officer may be indemnified shall be equally applicable to an
employee under this Article VI. The Corporation shall not be required to
indemnify a person in connection with a proceeding initiated by such person,
including a counterclaim or crossclaim, unless the proceeding was authorized by
the Board of Directors.

(b) For purposes of this Article VI: (i) any reference to "other
enterprise" shall include all plans, programs, policies, agreements, contracts
and payroll practices and related trusts for the benefit of or relating to
employees of the Corporation and its related entities ("employee benefit
plans"); (ii) any reference to "fines", "penalties", "liability" and "expenses"
shall include any excise taxes, penalties, claims, liabilities and reasonable
expenses (including reasonable legal fees and related expenses) assessed against
or incurred by a person with respect to any employee benefit plan; (iii) any
reference to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation or trustee
or administrator of

17
<PAGE> 18
any employee benefit plan which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit plan,
its participants, beneficiaries, fiduciaries, administrators and service
providers; (iv) any reference to serving at the request of the Corporation as a
director, officer, employee or agent of a partnership or trust shall include
service as a partner or trustee; and (v) a person who acted in good faith and in
a manner he or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" for purposes of
this Article VI.

Section 6.2 PREPAYMENT OF EXPENSES. The Corporation may pay or reimburse
the reasonable expenses incurred in defending any proceeding in advance of its
final disposition if the Corporation has received in advance an undertaking by
the person receiving such payment or reimbursement to repay all amounts advanced
if it should be ultimately determined that he or she is not entitled to be
indemnified under this Article VI or otherwise. The Corporation may require
security for any such undertaking.

Section 6.3 CLAIMS. If a claim for indemnification or payment of expenses
under this Article VI is not paid in full within 30 days after a written claim
therefor has been received by the Corporation, the claimant may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification or payment of expenses under
applicable law.

Section 6.4 INSURANCE. The Corporation may purchase and maintain insurance
on its own behalf and on behalf of any person who is or was a director, officer
or employee of the Corporation or was serving at the request of the Corporation
as a director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise (including service with respect to any
employee benefit plan) against any liability asserted against him and incurred
by him in any such capacity, whether or not the Corporation would have the power
to indemnify such person against such liability under this Article VI.

Section 6.5 NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person
by this Article VI shall not be exclusive of any other rights which such person
may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation or these By-laws, as such may be amended or restated from time to
time, agreement, vote of stockholders or disinterested directors or otherwise,
and shall continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of the heirs, executors, administrators
and personal representatives of such a person.

Section 6.6 OTHER INDEMNIFICATION. The Corporation's obligation, if any,
to indemnify any person who was or is serving at its request as a director,
officer, employee, partner or agent of another corporation, partnership, joint
venture or other enterprise shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint

18
<PAGE> 19
venture or other enterprise.

Section 6.7 AMENDMENT OR REPEAL. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

Section 6.8 MERGER OR CONSOLIDATION. For purposes of this Article VI,
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees, so that any person who is or was a director,
officer or employee of such a constituent corporation, or is or was serving at
the request of such a constituent corporation as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise
(including service with respect to any employee benefit plan), shall stand in
the same position under this Article VI with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

Section 6.9 INDEMNIFICATION OF AGENTS. The Corporation may, to the extent
authorized from time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any agent of the
Corporation to the fullest extent of the provisions of this Article VI with
respect to the indemnification and advancement of expenses of directors,
officers and employees of the Corporation.

ARTICLE VII
GENERAL

Section 7.1 FISCAL YEAR. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors. Absent such determination,
the fiscal year of the Corporation shall end on December 31 of each year.

Section 7.2 SEAL. The corporate seal shall have the name of the
Corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.

Section 7.3 FORM OF RECORDS. Any records maintained by the Corporation in
the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

Section 7.4 AMENDMENT OF BY-LAWS BY THE BOARD OF DIRECTORS. These By-laws
may be

19
<PAGE> 20
altered, amended or repealed, or new By-laws may be adopted, by the affirmative
vote of a majority of the directors present at any regular or special meeting of
the Board of Directors at which a quorum is present.

Section 7.5 AMENDMENT OF THE BY-LAWS BY THE STOCKHOLDERS. These By-laws
may be altered, amended or repealed, or new By-laws may be adopted, by the
affirmative vote of the holders of seventy five percent (75%) of the shares of
the capital stock of the Corporation issued and outstanding and entitled to vote
at any regular meeting of the stockholders or at any special meeting of the
stockholders, provided notice of such alteration, amendment, repeal or adoption
of new By-laws shall have been stated in the notice of such meeting.

<PAGE> 1
Exhibit 4.1

FORM OF

WARRANT

AMERICA'S HOME PAGE, INC.

This is to certify that ____________________ (the "Holder") is entitled to
exchange Warrants (as hereinafter defined) issued by America's Home Page, Inc.,
a Delaware corporation, its successors and assigns (the "Company"), at any time
during the Exercise Period (as hereinafter defined) for common stock, $.001 par
value, of the Company (the "Common Stock") subject to the terms hereinafter set
forth. The number of shares of Common Stock to be received upon the exercise of
Warrants may be adjusted from time to time at the sole discretion of the Company
as herein set forth.

1. Method of Earning Warrants. To earn Warrants, the Holder is required to
register with the Company on its Web site, www.takes.com (the "Web site"), by
providing certain information requested by the Company.

(a) The Company will issue one (1) Warrant to the Holder upon completion
of the registration process.

(b) In addition, the Company shall issue Holders One (1) Warrant per day
for each of the following:

(i) Logging on to the Web Site ("Daily Login Warrants"); and

(ii) Remaining logged on to the Web Site for a period of Four (4)
continuous hours.

From time to time at the Company's discretion, the Holder may be
required to answer a question or give an opinion as a condition to
receiving the Daily Login Warrants. Except as provided in Section 1(c)
below, the Holder may earn a maximum of two (2) Warrants per day.

(c) The Company may from time to time at its discretion issue Warrants to
the Holder in connection with promotions, contests or other events.

(d) Warrants will exist in book entry form only and will not be
certificated. The Holder will be able to review the number of Warrants
accumulated by such Holder on the Web Site.

2. Qualification of Holders. The Company will only issue Warrants to
United States residents possessing Social Security numbers. The Company reserves
the right to cease issuing Warrants at any time and in its sole discretion.

3. Term. Except as provided in Section 4 hereof, a Warrant shall have a
<PAGE> 2
term which expires on the tenth business day of the calendar year following the
calendar year after the calendar year in which it was issued. A Warrant shall so
expire without further notice to the Holder.

4. Cancellation of Warrants for Failure to Access the Web Site. Warrants
shall be canceled upon (a) the expiration of their term or (b) failure of the
Holder to log on to the Web Site during a period of 60 consecutive days;
provided, however, the Holder's Warrants shall not be canceled if such Holder
has earned thirty (30) or more unexpired Warrants since registering with the
Company.

5. Exercise of Warrants; Exercise Ratio. Warrants may only be exercised in
round lots for whole shares of Common Stock. The exercise ratio of Warrants to
Common Stock shall initially be 30:1 (the "Exercise Ratio"). The Exercise Ratio
may be changed by the Company at any time without prior notice to the Holder;
however, any Warrants earned by the Holder prior to the change in the Exercise
Ratio shall be governed by the Exercise Ratio in effect when such Warrants were
issued.

6. Method of Exercise. Subject to the other provisions herein set forth,
Warrants may only be exercised during the Exercise Period by accessing the Web
Site and utilizing the Warrant Exercise feature. The Holder shall be deemed to
be the Holder of record of the shares of Common Stock issuable upon completion
of such exercise as of the date of such exercise, or if such exercise was
completed after 2:00 p.m. Eastern time, then on the next business day, or if
such exercise was completed on a non-business day, then on the next business
day, notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be actually delivered to the Holder.

7. Payment of Taxes. All shares of Common Stock issuable upon the exercise
of Warrants pursuant to the terms hereof shall be validly issued, fully paid and
nonassessable and without any preemptive rights. The Company shall pay all
expenses in connection with, and all taxes and other governmental charges that
may be imposed with respect to, the issue or delivery thereof, unless such tax
or charge is imposed by law upon the Holder, in which case such taxes or charges
shall be paid by the Holder.

8. Reservation of Shares.

(a) Number of Shares. As of the date hereof, the Company has
reserved and shall at all times keep available for issuance and delivery
upon exercise of Warrants, Ten Million (10,000,000) shares of Common Stock
to permit the exercise in full of Warrants. All shares of Common Stock
which shall be so issuable, when issued upon exercise of Warrants in
accordance with the terms herein set forth, shall be duly and validly
issued and fully paid and nonassessable, and not subject to preemptive
rights.

(b) Authorizations, Exemptions and Registration. Before taking any
<PAGE> 3
action which would result in an adjustment in the number of shares of
Common Stock for which Warrants are exercisable or if any shares of Common
Stock required to be reserved for issuance upon exercise of Warrants
require registration or qualification with any governmental authority
under any federal or state law (other than as provided elsewhere in this
Warrant) before such shares may be so issued, the Company shall obtain all
such authorizations or exemptions thereof, or consents thereto, as may be
necessary from any public regulatory body or bodies having jurisdiction
thereof.

9. Fractional Shares. No fractional shares of Common Stock shall be issued
upon exercise of Warrants. Any Warrants not exercised for Common Stock shall
remain in such Holder's account until the earlier of (i) the exercise of such
Warrants for Common Stock pursuant to the terms herein or (ii) the termination
or cancellation of such Warrants as provided herein.

10. Dilution. In order to prevent dilution of the exercise rights granted
hereunder, the Exercise Price will be subject to adjustment from time to time
pursuant to this Section 10.

(a) Subdivision or Combination of Common Stock. If the Company at
any time subdivides (by any stock split, stock dividend, recapitalization
or otherwise) its outstanding shares of Common Stock into a greater number
of shares, the number of shares of Common Stock for which Warrants are
exercisable shall immediately be proportionately increased, and if the
Company at any time combines (by reverse stock split or otherwise) its
outstanding shares of Common Stock into a smaller number of shares, the
number of shares of Common Stock for which Warrants are exercisable shall
immediately be proportionately adjusted.

(b) Reorganization, Reclassification, Consolidation, Merger or Sale.
Prior to the consummation of any Organic Change, the Company will make
appropriate provisions to insure that the Holder will thereafter have the
right to acquire and receive, in lieu of or in addition to the shares of
Common Stock immediately theretofore acquirable and receivable upon the
exercise of Warrants, such shares of Common Stock as the Holder would have
received in connection with such Organic Change if the Holder had
exercised Warrants immediately prior to such Organic Change. In any such
case, the Company will make appropriate provisions to insure that the
provisions of this Section 10 will thereafter be applicable to Warrants.
The Company will not effect any such consolidation, merger or sale, unless
prior to the consummation thereof, the successor corporation (if other
than the Company) resulting from consolidation or merger or the
corporation purchasing such assets assumes by written instrument the
obligation to deliver to each such Holder such shares of Common Stock as,
in accordance with the foregoing provisions, such Holder may be entitled
to acquire.
<PAGE> 4
(c) Certain Events. If any event occurs of the type contemplated by
the provisions of this Section 10 but not expressly provided for by such
provisions, then the Company's board of directors and the Company will
make an appropriate adjustment in the Exercise Price so as to protect the
rights of the Holder hereunder.

11. Definitions. As used herein, the following terms shall have the
meanings set forth below, unless the context otherwise requires:

"Common Stock" means, collectively, the Company's Common Stock,
$.001 par value, and any capital stock of any class of the Company
hereafter authorized which is not limited to a fixed sum or percentage of
par or stated value in respect to the rights of the holders thereof to
participate in dividends or in the distribution of assets upon any
liquidation, dissolution or winding up of the Company.

"Exercise Period" means any time one hundred eighty (180) days after
the closing of the Initial Public Offering until ten (10) business days
after the calendar year after the calendar year in which the Warrants were
issued. As an example, if the closing of the Initial Public Offering is on
June 30, 1999, any Warrants the Holder receives in the calendar year 1999
may be exercised on or after December 27, 1999 until January 12, 2001.

"Initial Public Offering" means the initial offering by the Company
of its equity securities to the public pursuant to an effective
registration statement under the Securities Act of 1933, as then in
effect, or any comparable statement under any similar federal statute then
in force; provided an Initial Public Offering will not include an offering
made in connection with a business acquisition or an employee benefit
plan.

"Organic Change" means any capital reorganization, reclassification,
consolidation, merger or sale of all or substantially all of the Company's
assets to another Person which is effected in such a way that holders of
Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange
for Common Stock.

"Warrant" means the warrant to purchase Common Stock issued to the
Holder by the Company.

12. Notices. Except as otherwise expressly provided, all notices referred
to herein shall be done electronically through the Web Site.

13. Applicable Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware.

14. Covenants to Bind Successor and Assigns. All covenants, stipulations,
promises and agreements in this Warrant contained by or on behalf of the Company
shall bind its successors and assigns, whether so expressed or not.
<PAGE> 5
15. Severability. In case any one or more of the provisions contained
herein shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein and
therein shall not in any way be affected or impaired thereby.

16. Section Headings. The section headings used herein are for convenience
of reference only, are not part of this Warrant and are not to affect the
construction of or be taken into consideration in interpreting this Warrant.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed the
___ day of _________, _____.

AMERICA'S HOME PAGE, INC., a
Delaware corporation

By
Its

<PAGE> 1
Exhibit 10.1

GoTo.com Affiliate Program Agreement

1. Agreement

By completing and sending in the accompanying GoTo.com Affiliate Program
registration form, you are entering into a legal agreement with GoTo.com, Inc.
which contains all of the terms and conditions below and governs your
participation in the GoTo.com Search Affiliate Program.

2. Statement of Investigation

You acknowledge that you have read this Agreement and agree to all of its terms
and conditions. You understand that GoTo.com may, at any time (directly or
indirectly) solicit referrals for users of information retrieval services on
terms that differ from those contained in this Agreement, or operate sites that
are similar to or compete with your site. You acknowledge that you independently
have evaluated the desirability of participating in GoTo.com's Search Affiliate
Program and are not relying on any representation, guarantee or statement other
than as set forth in this Agreement.

3. Enrollment in the GoTo.com Affiliate Program

To begin the enrollment process, you must submit a complete Search Affiliate
Program application via the GoTo.com site at
http://www.goto.com/d/affiliate/p/befree/. GoTo.com will evaluate your
application in good faith and will notify you in a timely manner regarding
acceptance or rejection. GoTo.com may reject your application if it determines
(at its sole discretion) that your site is unsuitable for the GoTo.com Affiliate
Program for any reason. If GoTo.com rejects your application, you may reapply at
any time, and GoTo.com will consider the application.

4. Definitions

The following capitalized terms have the meanings set forth below:

"Search Engine" means GoTo.com's proprietary technology for searching on the
World Wide Web, for organizing information available through the World Wide Web,
and for providing search results to users who request such information.

"Search Fields" means the user interface features and functionality through
which a user submits search queries and connects to GoTo.com's Search Engine,
including a window in which a user would enter text into the Search Field and a
button that a user would click to submit the query from that window to the
GoTo.com Search Engine.

"Click-Through" occurs when a user enters text into the window of a Search Field
and then clicks the button to submit a search request to the GoTo.com Search
Engine. GoTo.com counts Click-Throughs when valid search requests are received
at the GoTo.com Search Engine.

5. Provision of the GoTo.com Search Engine

GoTo.com will provide to you Search Fields (which may be in different format)
through which users of your site may access and use GoTo.com's Search Engine.
You may display Search Fields, in any of the formats provided by GoTo.com, on
any or as many areas or pages of your site as you wish.

6. Commissions

GoTo.com will pay you a commission of $0.02 per Click-Through. GoTo.com has no
obligation to pay you a commission for hits on the GoTo.com Search Engine that
were not generated by means of a valid search request or otherwise do not fit
the above definition of a Click-Through.

GoTo.com will pay you commissions on a quarterly basis. Within 30 days or a
reasonable time after the end of each calendar quarter, GoTo.com will send you a
check for the commissions earned during that quarter, less any taxes that
GoTo.com may be required to withhold. However, if the commissions you earned
during any calendar quarter are less than $25, then GoTo.com will hold those
commissions until the quarter in which the total amount due is at least $25 or
(if earlier) until this Agreement is terminated. If GoTo.com's records show
activity from the Search Fields on your site that GoTo.com determines is
inconsistent with valid search requests, or is otherwise unusual, then GoTo.com
reserves the right to withhold payment of commissions for a reasonable time
pending an investigation of that activity by GoTo.com and resolution of the
dispute (if any). GoTo.com will notify you promptly in this event.

7. Reporting

GoTo.com will give you a password that will enable you to enter a
password-protected site or area of a site communicated to you by GoTo.com. You
may use the password to log in to that site and to access information about the
number of times a Search Field on your site has generated a search request to
the GoTo.com Search Engine. You understand and agree that GoTo.com pays
commissions based only on Click-Throughs, and that the number of search requests
generated may not be the same as the number of Click-Throughs.

8. Publicity

<PAGE> 2
You may not create, publish, distribute any items that reference GoTo.com
without first submitting those items to GoTo.com and receiving GoTo.com's
written consent. GoTo.com will not unreasonably withhold its consent.

9. Limited Licenses

GoTo.com grants to you a nonexclusive right to use the GoTo.com Search Fields
and such other images for which GoTo.com grants express permission, solely on
your site, for the purpose of providing the services described in Section 2
(Provision of the GoTo.com Search Engine). You may not modify a Search Field or
any other images. GoTo.com also grants to you a nonexclusive right to use the
phrase "Search Made Simple(R)" (the "Trademark") solely to identify the Search
Fields or the Search Engine, or to describe the search capabilities on your
site. Before using the Trademark, you must have any materials on which the
Trademark appears approved by GoTo.com. In addition, any use of the Trademark is
subject to GoTo.com's Trademark Guidelines, which appear as an Appendix at the
end of this Agreement. GoTo.com may modify the Trademark Guidelines from time to
time, upon notice to you. GoTo.com reserves all rights in and to the Search
Fields, the GoTo.com Search Engine, the Trademark and any images, trade names,
trademarks or other intellectual property rights that GoTo.com provides or uses.

10. Obligations Regarding Your Site

You are solely responsible for the development, operation and maintenance of
your site and for all materials and content that content that appear on your
site. GoTo.com will not be responsible for any of the foregoing. You agree to
indemnify and hold GoTo.com harmless from all damages, claims, fees (including
attorneys' fees) and expenses relating to the development, operation or
maintenance of your site, including content not attributable to GoTo.com.

11. Term of the Agreement

The term of this Agreement begins upon GoTo.com's acceptance of your
application for the Search Affiliate Program, and ends when terminated by
either party. Either you or GoTo.com may terminate this Agreement at any time,
for any reason or no reason, by giving the other party written notice of
termination. Within 24 hours after termination (whether by you or GoTo.com),
you must remove the GoTo.com Search Field and any copies of the GoTo.com
Trademark from your site and must destroy or erase from computer memory any
items you might have that contain the GoTo.com Trademark. GoTo.com will pay
you any commissions you might have earned before termination after the end of
the current quarter.

12. Modification

GoTo.com may modify any of the terms and conditions contained in this Agreement
upon notice. GoTo.com will notify you via e-mail, and a change notice will be
posted on the GoTo.com site and on the site from which you retrieve the reports
or other information made available by GoTo.com. If a modification is
unacceptable, you may terminate this Agreement by giving notice of termination
to GoTo.com and following the procedures in Section 9 (Term of Agreement). If
you do not give GoTo.com notice and continue to display the Search Fields on
your site, then you will be considered to have accepted the modifications.

13. Relationship of the Parties

You and GoTo.com are independent contractors, and nothing in this Agreement
creates any partnership, joint venture, agency, franchise, sales representative
or employment relationship between you and GoTo.com. You understand that you do
not have authority to make or accept any offers or make any representations on
behalf of GoTo.com. You may not make any statement, whether on your site or
otherwise, that would contradict anything in this section.

14. Confidentiality

During the term of this Agreement, you may have access to certain non-public
information of GoTo.com, which information a reasonable person would consider
confidential or which is marked as "confidential" or "proprietary" by GoTo.com
("Confidential Information"). Confidential Information does not include
information that is generally known and available, or in the public domain
through no fault of yours. You agree (i) not to disclose any Confidential
Information to any third parties, (ii) not to use any Confidential Information
for any purposes except carrying out your rights and responsibilities under
this Agreement and (iii) to keep the Confidential Information confidential
using the same degree of care you use to protect your own confidential
information, as long as you use at least reasonable care. These obligations
survive for 3 years after termination of the Agreement.

15. Disclaimers

GoTo.com makes no express or implied warranties with respect to its Affiliate
Program, the GoTo.com Search Engine, the Search Fields or the results obtained
from using the Search Fields and Search Engine.
<PAGE> 3
You understand that the operation of the Search Fields or the Search Engine may
not be uninterrupted or error free, and that the search results obtained
through use of the Search Fields and Search Engine may have errors or
omissions. You agree that GoTo.com will not be liable for any interruptions or
errors in using the Search Fields or the Search Engine, including any errors or
omissions in the search results obtained through use of the Search Fields and
the Search Engines. The provisions of this Section survive termination or
expiration of the Agreement.

16. Limitation of Liability
GoTo.com will not be liable for lost profits, lost business opportunities or
any other indirect, special, punitive, incidental or consequential damages
arising out of or related to this Agreement or GoTo.com's Search Affiliate
Program, even if GoTo.com has been advised of the possibility of such damages.
Further, GoTo.com's aggregate liability arising under this Agreement will not
exceed the amount of the total commission fees paid or payable to you under
this Agreement. The provisions of this Section survive termination or
expiration of the Agreement.

17. Miscellaneous Provisions
THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA, WITHOUT REGARD TO CONFLICT
OF LAW PRINCIPLES. This is the entire Agreement between you and GoTo.com with
respect to the GoTo.com Affiliate Program. Except as specifically set forth in
Section 10 (Modifications) and Section 7 (Limited Licenses), any modification
to this Agreement must be in writing and signed by both parties. You may not
assign this Agreement, by operation or law or otherwise, without GoTo.com's
prior written consent. Subject to that restriction, this Agreement will be
binding on, inure to the benefit of and be enforceable against the parties and
their respective successors and assigns. GoTo.com's failure to enforce your
strict performance of any provision of this Agreement will not constitute a
waiver of GoTo.com's right to subsequently enforce that provisions, or any
other provisions of this Agreement. The provisions of this Section survive
termination or expiration of the Agreement.

Appendix: Trademark Guidelines
You may use the Trademark solely for the purpose authorized by GoTo.com, Inc.
You may not change the proportion, color or font of the Trademark, or otherwise
alter the Trademark in any manner.
You may not display the Trademark in any manner that implies sponsorship or
endorsement by GoTo.com, except of your involvement in the GoTo.com Affiliates
Program.
You may not use the Trademark to disparage GoTo.com, its products or services,
or in a manner which, in GoTo.com's reasonable judgement, may diminish or
otherwise damage GoTo.com's goodwill in the Trademark.
The Trademark must appear by itself, with reasonable spacing (at least the
height of the Trademark) between each side of the Trademark and other graphic
or textual elements.
You must use (R) symbol adjacent to the Trademark.
You must include the following statement in your materials that include the
Trademark: Search Made Simple(R) is the registered trademark of GoTo.com, Inc.
You acknowledge that all rights to the Trademark are the exclusive property of
GoTo.com, Inc., and all goodwill generated through your use of the Trademark
will inure to the benefit of GoTo.com, Inc.

<PAGE> 1
Exhibit 10.2
QUOTE FOR PRODUCTS AND SERVICES

[VERIO LOGO]
<TABLE>
<CAPTION>

---Order Status------------
[ ] Quote Only
- --Quote Prepared By---------- Date: May 7, 1999 [X] New Customer Order
[X] Rep [ ] Referral Partner [ ] ASP ------------ [ ] Existing Customer Order
- ----------------------------- ------------------------------ ---------------------------
<S> <C> <C> <C>
Verio Company Customer America's Home Page
8001 Irvine Center Dr. Suite 1200 St. Address St. Address 3655 Nobel Dr. Suite 550
Irvine, Ca 91618 City/State/Zip City/State/Zip San Diego, Ca 92122
(949) 453-2344 Phone Phone 619-677-0500 ext. 18
(949) 450-8410 Fax Fax 619-457-1922
Tim Prucha Contact Contact David Bellino
=======================================================================================================
</TABLE>

VERIO INTERNET SERVICES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
SERVICE DESCRIPTION NO PRICING MONTHLY ONE-TIME(1) PRODUCT CODE SITE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
None 1 Auto 1
- --------------------------------------------------------------------------------------------
VSC 1.5M Ethernet Colocation 1 Auto $1,500.00 $500.00 VMC-EC-01500 1
- --------------------------------------------------------------------------------------------
None 1 Auto 1
- --------------------------------------------------------------------------------------------
None 1 Auto 1
- --------------------------------------------------------------------------------------------
None 1 Auto 1
- --------------------------------------------------------------------------------------------
1.5M Burst to 2.5M $500.00
- --------------------------------------------------------------------------------------------
1/2 Rack 10 AMPS $500.00 $500.00
--------- ---------
TOTAL VERIO INTERNET SERVICES $2,500.00 $1,000.00
============================================================================================
</TABLE>
VERIO NETWORKING EQUIPMENT

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
ITEM DESCRIPTION NO SERVICE COST TOTAL HARDWARE ORDER CODE SITE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
None 1 1
- --------------------------------------------------------------------------------------------
None 1 1
- --------------------------------------------------------------------------------------------
None 1 1
- --------------------------------------------------------------------------------------------
None 1 1
- --------------------------------------------------------------------------------------------
None 1 1
- --------------------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------------------
TOTAL VERIEO NETWORKING EQUIPMENT
============================================================================================
</TABLE>

<TABLE>
<CAPTION>
FEATURES OF THE SELECTED VERIO INTERNET SERVICES IP ITEM
- --------------------------------------------------------------------------------------------
<S> <C>
1
- --------------------------------------------------------------------------------------------
CrossConnect Bandwidth 2
- --------------------------------------------------------------------------------------------
3
- --------------------------------------------------------------------------------------------
4
- --------------------------------------------------------------------------------------------
5
============================================================================================
</TABLE>
ASSOCIATED TELCO SERVICES REQUIRED(2)
<TABLE>
<CAPTION>
SITE TELCO CONNECTIVITY SERVICE NO CARRIER MONTHLY ONE-TIME VERIO POP NPA/nxx
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 None VSC Irvine 1 949-221
- --------------------------------------------------------------------------------------------
1 None
- --------------------------------------------------------------------------------------------
1 None
- --------------------------------------------------------------------------------------------
1 None
- --------------------------------------------------------------------------------------------
1 None
- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------
TOTAL TELCO SERVICES(4)
============================================================================================
</TABLE>
Page 1
<PAGE> 2
EXECUTIVE SUMMARY

[VERIO LOGO] [VERIO WORLD LOGO]
<TABLE>
<CAPTION>
<S> <C>
Verio America's Home Page
8001 Irvine Center Dr. Suite 1200 3655 Nobel Dr. Suite 550
Irvine, CA 91618 San Diego, Ca 92122
Tim Prucha David Bellino
</TABLE>

SUMMARY PRICING FOR SELECTED VERIO SERVICES AND PRODUCTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
MONTHLY ONE-TIME COMMENTS
- --------------------------------------------------------------------------------------------
Verio Total Internet Charges $2,500.00 $1,000.00
- ------------------------------------------------------------------------------------
Total Telco Charges
- ------------------------------------------------------------------------------------
Total Network Equipment
- ------------------------------------------------------------------------------------
Other Charges or Credits (VERIO)
- --------------------------------------------------------------------------------------------
Other Charges or Credits Tax %
- --------------------------------------------------------------------------------------------
Tax 8.25%
- --------------------------------------------------------------------------------------------
Totals $2,500.00 $1,000.00
============================================================================================
</TABLE>

===============================================================================
TERMS AND CONDITIONS
This quote for Verio services and products is valid for 30 days (promotions may
expire earlier). After 30 days, this quote may be honored by Verio at its sole
discretion. To accept this quote and order the services and/or products
represented here, you must sign this quote, choose a payment method, and
return this document to Verio or one of its authorized agents. Signature
indicates acceptance of Verio's "ACCESS SERVICE AGREEMENT TERMS AND CONDITIONS"
(attached), as well as the pricing, products, and services indicated on this
quote. Telephone company pricing included in this quote is believed to be
accurate, but is not guaranteed by Verio.
===============================================================================
<TABLE>
<CAPTION>
<S> <C> <C>
Accepted For:
- ------------------------------ --------------------------- ---------------------------------
Signature Title of Customer Representative
America's Home Page
3655 Nobel Dr. Suite 550
David Bellino San Diego, Ca 92122 May 7, 1999
- ----------------------------------------------------------------------------------------------
------------------------------------------- Date
Contract Term
[ ] Month [X] 1 Year [ ] 3 Years [ ] 5 Years [ ] Other
-------------------------------------------
==============================================================================================
</TABLE>
ADDITIONAL COMMENTS OR SPECIAL CONDITIONS
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Verio: UPS Generator Backup, Multihomed Backbone, Class C of Addresses.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

PLEASE SIGN THIS AGREEMENT AFTER READING THE TERMS AND CONDITIONS AND
ADDITIONAL STIPULATIONS BELOW.

(1) Set-up includes installation fees and associated set-up and configuration of
equipment.

(2) Any interruption in any Service(s) that is caused by the malfunction or
interruption of any telecommunications services or facility (including, but not
limited to, cables and fiber optic lines) order by Verio on behalf of Customer
or purchased directly by Customer in connection with the Service(s) will not be
deemed a breach of Verio's obligations under this Agreement.

(3) VERIO is acting only as a reseller of the hardware and software offered
under this Agreement, which was manufactured by a third party ("Manufacturer").
Verio shall not be responsible for any changes in Service(s) that cause hardware
or software to become obsolete, require modification or alteration, or otherwise
affect the performance of the Services. Any malfunction or manufacturer's
defects of equipment either sold or provided by VERIO to Customer or purchased
directly by Customer in connection with the Service(s) will not be deemed a
breach of VERIO's obligations under this Agreement. Customer shall use its best
efforts to protect and keep confidential all intellectual property provided by
VERIO to Customer through any hardware or software and shall make no attempt to
copy, alter, reverse-engineer, or tamper with such intellectual property or to
use it other than in connection with the Services. Prices do not include the
cost of shipping and handling of equipment.

(4) Customer may incur early termination charges from the Telephone Company in
the event services are cancelled prior to completion of the contract term.

Page 2
<PAGE> 3
The New World of Business(TM)
www.verio.net.
Phone: 800-273-5600 Fax: 949-450-8410 VERIO(TM)

ACCESS SERVICE AGREEMENT TERMS AND CONDITIONS

1. This Agreement applies to the purchase of all services (collectively, the
"Services") ordered by Customer under this Agreement.

2. Customer shall pay the fees and other charges for each Service as provided in
this Agreement. VERIO reserves the right to change rates by notifying Customer
sixty (60) days in advance of the effective date of the change; provided that
VERIO shall not change any rates during the term of any Term Commitment. Billing
for Services will commence when a VERIO hub and a telephone circuit/line are
prepared to route IP packets to Customer's location. Service charges shall be
invoiced monthly, and payment shall be due on the date specified in the invoice
("Due Date"). Set-Up and equipment charges shall be invoiced upon acceptance of
this Agreement by VERIO. Customer will pay a late payment charge equal to 1.5%
(or the highest amount permitted by law, whichever Is lower) per month or
portion thereof on the outstanding balance of any invoice remaining unpaid
thirty (30) days after the Due Date. Accounts unpaid thirty (30) days after the
Due Date may have service suspended or terminated. Such suspension or
termination shall not relieve Customer of its obligation to pay the monthly fee.
Customer agrees to pay VERIO its reasonable expenses, including attorney's fees
and collection agency fees, incurred in enforcing its rights under this
Agreement. Customer shall pay all federal, state, and local sales, use, value
added, excise, duty and any other taxes assessed with respect to the Services
and the sale of equipment to Customer, except that taxes based on VERIO's net
income shall be the responsibility of VERIO.

3. This Agreement will be automatically renewed on a month to month basis at the
end of the Term Commitment unless Customer provides ninety (90) days written
notice to VERIO of termination of this Agreement. In the event of early
cancellation of a Term Commitment, Customer will be required to pay 75% of
VERIO's standard monthly charge for each month remaining in the Term Commitment.

4. Customer shall at all times adhere to the VERIO Acceptable Use Policy located
at http://www.verio.net/isite/policy.html, as amended from time to time by VERIO
effective upon posting of the revised policy at the URL. Notwithstanding
anything to the contrary contained herein, VERIO may immediately take corrective
action, including disconnection or discontinuance of any and all Services, or
terminate this Agreement in the event of notice of possible violation by
Customer of the VERIO Acceptable Use Policy.

5. VERIO exercises no control over, and accepts no responsibility for, the
content of the information passing through VERIO's host computers, network hubs
and points of presence (the "VERIO Network"). VERIO MAKES NO WARRANTIES OF ANY
KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT FOR THE
SERVICES OR ANY EQUIPMENT VERIO PROVIDES. NEITHER VERIO, ITS EMPLOYEES,
AFFILIATES, AGENTS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR
THE LIKE, WARRANT THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR
DO ANY OF THEM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE
USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY
INFORMATION SERVICED OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE
SERVICES. VERIO IS NOT LIABLE FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO
OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF ITS CUSTOMERS VIA THE
SERVICE(S) PROVIDED BY VERIO.

6. Customer will indemnify, save harmless, and defend VERIO and all employees,
officers, directors and agents of VERIO (collectively "indemnified parties")
from and against any and all claims, damages, losses, liabilities, suits,
actions, demands, proceedings (whether legal or administrative) and expenses
(including but not limited to reasonable attorneys' fees) threatened, asserted,
or filed by a third party against any of the indemnified parties arising out of
or relating to the use of the Services, including any violation of the VERIO
Acceptable Use Policy.

7. IN NO EVENT SHALL VERIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR USE, BY CUSTOMER OR
ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR STRICT LIABILITY OR
OTHER LEGAL THEORY, EVEN IF VERIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. In no event will VERIO's liability for any damages, losses and causes
of actions whether in contract or tort (including negligence or otherwise)
exceed the actual dollar amount paid by Customer for the Service which gave rise
to such damages, losses and causes of actions during the 12-month period prior
to the date the damage or loss occurred or the cause of action arose. VERIO
shall not be liable for failure or delay in performing its obligations hereunder
if such failure or delay is due to circumstances beyond its reasonable control,
including, without limitation, acts of any governmental body, war, insurrection,
sabotage, embargo, fire, flood, strike or other labor disturbance, interruption
of or delay in transportation, interruption or delay in telecommunications
services or inability to obtain raw materials, supplies, or power used in or
equipment needed for provision of the Services.

8. The validity, interpretation, enforceability, and performance of this
Agreement shall be governed by and construed in accordance with the law of the
State of Colorado. This Agreement may not be amended except upon the written
consent of the parties; provided that the VERIO Acceptable Use Policy may be
amended from time to time by VERIO. No failure to exercise and no delay in
exercising any right, remedy, or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, or power
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, or power provided herein or by law or in equity. The waiver
by any party of the time for performance of any act or condition hereunder shall
not constitute a waiver of the act or condition itself. This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors, and assigns. Customer may not assign this Agreement without the
prior written consent of VERIO. If any provision of this Agreement shall be held
by a court of competent jurisdiction to be invalid, unenforceable, or void, the
remainder of this Agreement shall remain in full force and effect.

This Agreement supercedes all previous representations, understandings or
agreements and shall prevail notwithstanding any variance with the terms and
conditions of any order submitted. Acceptance of this Agreement by VERIO may be
subject, in VERIO'S absolute discretion, to satisfactory completion of a credit
check. Activation of service shall indicate VERIO'S acceptance of this
Agreement. Use of the VERIO Network constitutes acceptance of this Agreement.

1 of 1 Customer Initials __________

<PAGE> 1
EXHIBIT 10.3

CONTRACTOR WORK AGREEMENT
PHASE II

Americas Home Page, Inc. (AHP) agrees to hire, as an independent
contractor, the JEDI Group, Inc. for work described in the Americas Home Page
Design Document (Exhibit A) dated April 7, 1999. As described in this proposal,
Phase II will be broken into different tasks specified within the document. Jon
Sullivan and Erik Borrows agree to provide the services defined in the document
addressed above for Phase II of the project. The payment schedule and tasks
will be defined as follows.

PHASE II - April 1-May 1

The development of a Phase II prototype web site will have most of the
functionality, referred to in the Americas Home page design specification
(Exhibit A), but with much of the content as temporary placeholders. This
prototype version will demonstrate the general look, feel and functionality of
the final version, but is considered a work-in-progress.

Payment due April 15, 1999 $4,075
Payment due May 1, 1999 $8,150 (completion of Phase II)
------
Total Phase II: $12,225

Payable to Erik G. Burrows, President, The Jedi Group, Inc.

Any additional tasks not included in this specification will be contracted
separately through a change order mechanism.

I agree to the above definition of all terms and to the payment and milestone
schedule.

Signed by /s/ Joel W. Cohen Date 4/7/99
----------------- ------
Americas Home Page

Signed by /s/ Erik Burrows Date 4/7/99
----------------- ------
Erik Burrows, Pres. Jedi Group Inc.

Signed by /s/ Jon Sullivan Date 4/7/99
----------------- ------
Jon Sullivan, VP Jedi Group Inc.

<PAGE> 2
CONTRACTOR WORK AGREEMENT
PHASE III

American Home Page, Inc. (AHP) agrees to hire, as an independent
contractor, the JEDI Group, Inc. for Work described in the American Home Page
Design Documents (Exhibit A) dated April 7, 1999. As described in this
proposal, Phase III will be broken into different tasks specified within the
document. The JEDI Group, Inc. agrees to provide the services defined in the
document addressed above for Phase III of the project. The payment schedule and
tasks will be defined as follows.

PHASE III--May 1-July 1

This launch version is described in full in the American Home Page design
specification (Exhibit A). This will be the web site version that launches to
the public.

Payment due: May 5, 1999 $8,150
Payment due: June 1, 1999 $8,150
Payment due: July 1, 1999 $8,150

Total Phase III: $24,450

Payable to Jedi Group, Inc.

Any additional tasks not included in this specification will be contracted
separately through a change order mechanism.

I agree to the above definition of all terms and to the payment and milestone
schedule.

Signed by Joel W. Cohen Date 4/9/99
_______________________ ______
American Home Page, Inc.

Signed by Erik Burrow Date 4/7/99
________________________ ______
Erik Burrow, Pres. Jedi Group, Inc.

Signed by Jon Sullivan Date 4/7/99
________________________ ______
Jon Sullivan, VP Jedi Group Inc.
<PAGE> 3
EXHIBIT A

SPECIFICATION PROPOSAL

FOR

AMERICA'S HOME PAGE, INC.

Prepared
by
Jedi Group
7 April 1999

<PAGE> 4
7 April 1999

TABLE OF CONTENTS
<TABLE>
<S> <C>
OVERVIEW............................................... 4

PHASES AND TIMELINE.................................... 4
Phase I (Completed) - Initial conceptualization
and discussions.................................... 4
Phase II (1 May 1999) - Architecture and database
construction; interface design .................... 4
Phase III (1 June 1999) - Final programming,
production, and testing............................ 4
Public Launch (1 July 1999).......................... 5

COST................................................... 5

DEVELOPMENT TEAM....................................... 5
Jedi Group........................................... 5
Silvervision Entertainment........................... 5

COMMUNICATION AND CONTACTS............................. 5

DEVELOPMENT PROCESS.................................... 6

DESIGN ASSUMPTIONS..................................... 6
Baselines............................................ 7
End Member......................................... 7
Load Volume........................................ 7

PLATFORM ARCHITECTURE.................................. 7

INTERFACE DESIGN....................................... 8

SOFTWARE............................................... 8

FEATURE LIST........................................... 9

WEB SITE FUNCTIONALITY................................. 9
Advertising.......................................... 9
Content.............................................. 9
News Headlines..................................... 10
Resources.......................................... 10
Stock Information.................................. 10
Help................................................. 10
"I Want 2" Best of Links............................. 10
Member Tracking...................................... 10
Membership........................................... 10
Personalization...................................... 11
Bandwidth.......................................... 11
Layout............................................. 11
New Member Registration.............................. 11
Sign in.............................................. 11
Share Screen......................................... 12
Site of the Day...................................... 12
Third-Party Services................................. 12
Virtual Briefcase.................................... ERROR! BOOKMARK NOT DEFINED.
Address Book....................................... Error! Bookmark not defined.
Calendar........................................... Error! Bookmark not defined.
Memos.............................................. Error! Bookmark not defined.
</TABLE>
America's Homepage

2
<PAGE> 5
7 April 1999

<TABLE>
<S> <C>
Reminders............................................ Error! Bookmark not defined.
Miscellaneous.......................................... 12

WARRANTS AND SHARES...................................... 12

SECURITY................................................. 14
Demonstrate Due-Diligence.............................. 14
Eliminate Known Vulnerabilities........................ 14
Independent Review..................................... 15
Levels of Deterrents................................... 15
Open Port Policies..................................... 15
System Maintenance..................................... 15

TESTING AND RELIABILITY.................................. 15
Bandwidth Management................................... 15
Contingency Planning (including managed growth)........ 15
Environmental Controls................................. 15
Fault-Tolerance........................................ 16
Hardware Selection..................................... 16
Redundancy............................................. 16
Remote Management...................................... 16
System Set-up.......................................... 16

DOCUMENTATION............................................ 16
Process and Procedures.................................. 17
Access............................................... 17
Backup Policies...................................... 17
Migration............................................ 17

CHANGE ORDERS AND REVISIONS.............................. 17

MAINTENANCE AND ONGOING DEVELOPMENT...................... 17
</TABLE>
America's Homepage
3

<PAGE> 6
7 April 1999

OVERVIEW

Jedi Group will create a "portal" for America's Home Page (AHP), otherwise
called zahp.com. AHP members will be able to customize this portal and take
advantage of featured utilities. Some of these features will be programmed by
Jedi Group while other features will be purchased or licensed through
third-party vendors. The portal will also feature "shares" which will be
accrued by members when they visit the zahp.com web site.

Jedi Group will construct hardware and software solutions for hosting the
zahp.com web site. Jedi Group will make recommendations for these solutions,
respective installation and configuration, initial system administration, and
backup and security policies. Various databases will be created to maintain
data on members and dynamic site information.

This document represents the final specifications for the creation of America's
Home Page (AHP), otherwise called zahp.com.

PHASES AND TIMELINE

The AHP project is divided into three phases:

Phase I (Completed) -- Initial conceptualization and discussions

Phase II (1 May 1999) -- Architecture and database construction; interface
design

- Demonstrate real and potential functionality(1)
- Develop on interim hardware and software (a subset of the final
architecture)
- Produce a "road show" version
- Working prototype finished

(1) NOTE: Some features may not be completely built out. For example,
clicking on the Reminders link may take a member to a page identical to the
final Reminders page, but the member would be unable to set real reminders.

Phase III (1 June 1999) -- Final programming, production, and testing

- All copy, graphics, and options finalized
- All features built out
- All functionality and navigation finalized
- All systems tested for robustness and security
- Documentation completed
- Migration to the final hardware architecture and database software
- Warrant accrual and requirements completed(1)

America's Homepage 4

<PAGE> 7
7 April 1999

* NOTE: At the end of Phase III, the final state of the warrant system
remains undefined. For the purposes of finalizing this specification, Jedi
Group agrees to complete the following warrant features:

- Management interfaces
- Reporting (individual and site-wide)
- Warrant accrual

Public Launch (1 July 1999)

COST
To be discussed.

DEVELOPMENT TEAM

JEDI GROUP
- Database design, implementation, and programming
- Network architecture and configuration
- Portal documentation, management, and planning
- Portal GUI interface implementation, and programming
- Share and member tracking
- Integration of third-party functionality
- Recommendations, production, and planning
- Testing and deployment

SILVERVISION ENTERTAINMENT
- Design, marketing, and final sign-off
- Portal final decisions
- Portal graphical look and feel
- Portal graphics
- Third-party vendor application arrangements (for portal features)

COMMUNICATION AND CONTACTS

Jedi Group will create an AHP project status area that includes contact
information, threaded news board, list of priorities, and working timelines.

Jedi Group consultants have limited availability during the day. Therefore,
unless otherwise specified, Jedi Group consultants are contacted via e-mail
during the day and via telephone during the evening or weekends. However, we
will work to ensure that someone is designated to respond promptly to e-mail
during working hours.

America's Homepage 5
<PAGE> 8
7 April 1999

Jedi Group assumes a bi-monthly meeting schedule with Silvervision
Entertainment. Jedi Group suggests regular conference calls each Monday
evening, with a possible additional conference call on Thursday evenings.
Conference calls will begin no earlier than 6:30pm unless specified. Jon
Sullivan will be available for pre-arranged trips to the Silvervision
Entertainment office during the morning or evening.

The e-mail address for the AHP project is: [email protected]. To ensure
that all Jedi Group consultants are kept current on AHP project communications,
this e-mail address should always be used.

DEVELOPMENT PROCESS

The following list represents a "streamlined" version of the development process
we will use during the AHP project. Many of these steps will happen
concurrently and should not be thought of as a time line, but rather as road
map.

1. Initial meeting to establish goals and confirm feature/functionality
set (done)
2. Development of site flowchart and storyboards
3. Discussion of look-and-feel prototypes and interface design
4. Approval for hardware and software
5. Hardware and software procurement, installation, and configuration
6. Establish goals and schema for the database
7. Create standards and procedures documentation
8. Storyboard site flow and functionality
9. Begin back-end programming
10. Finalize look-and-feel and begin HTML templates
11. Receive textural content and graphics
12. Finalize templates and begin working pages
13. Begin integration of textural content
14. Finalize all dynamic pages
15. Finalize decisions for third-party features
16. Finalize content integration
17. Finalize back-end programming
18. Test site on various systems
19. Make the site live

DESIGN ASSUMPTIONS

Jedi Group assumes that the zahp.com web site will be hosted on a platform
built by Jedi Group and collocated at Verio Southern California. Jedi Group
will be given full access to zahp.com systems.

The zahp.com web site will conform to the HTML 3.2 standard and will be tested
on multiple platforms using the "standard browsers." The standard browsers at
this time are considered to be Version 3 (Netscape Communicator and Internet
Explorer). Jedi Group will can develop content for other browsers, however, this
must be included within the

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specifications and agreed upon by Jedi Group and Silvervision Entertainment.
Certain dynamic features will not be possible on older browsers.

The zahp.com web site will be designed to accommodate a 640x480 pixel, 256-color
monitor with no scrolling. Jedi Group can design content for higher
resolutions, however, this must be included within the specifications and
agreed upon by Jedi Group and Silvervision Entertainment.

Back-end programming for the zahp.com web site will utilize Perl and PHP3
technology that connects to an Oracle database.

Any and all content that is to be integrated will be given to Jedi Group in
electronic format. For text, we prefer MS Word, ASCII text, or WordPerfect. For
graphics, we prefer .TIFF, .PSD, .BMP, .EPS, or .GIF format. An extra charge
will be applied to any content we need to extract from Quark. We will accept
content in HTML format, but we may have to reformat it so that it will fit our
templates. Unformatted text is preferred.

Jedi Group will not scan photos or acquire text via Optical Character
Recognition (OCR).

BASELINES
Jedi Group will create the portal interface based on predetermined abilities of
the end member and site volume. Jedi Group will rely on Silvervision
Entertainment to finalize these predetermined baselines.

END MEMBER
Jedi Group will use Version 3 browsers (Netscape Communicator and Internet
Explorer) as a baseline web client. Jedi Group assumes that members will be
familiar with navigating web sites and using common browser functions. Jedi
Group assumes that members will have cookies, graphics, and Java enabled. The
zahp.com web site will also be accessible from America Online.

LOAD VOLUME
Currently, Jedi Group has no basis for determining what the expected server
load may be. We assume that AHP will use a "ramped" marketing schedule designed
to build member volume over time. Jedi Group will create a fairly flexible
architecture that can respond to increased traffic if we are given sufficient
lead time. Our design will attempt to exceed the needs of the initial public
launch.

PLATFORM ARCHITECTURE
Jedi Group will design multiple hardware configurations for presentation
pending final approval by Silvervision Entertainment. These configurations take
into account the following functional imperatives:

1. Two separate environments must exist for development and consumption.

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2. The zahp.com web site may experience extremely high traffic from day one and
high growth afterwards.
3. The member profiling features could experience large data storage
requirements and high growth over time, possibly requiring many megabytes of
data per member and millions of members over a short period of time.
4. Bottlenecks in the data flow are expected to be web server process usage,
database size, and computational overhead. These factors drive the
scalability considerations.
5. Security and reliability are paramount. To that end, the operating systems,
database servers, and web servers will be set up with the minimum number of
activated features to minimize possible security holes. Shell access to the
machines will be limited to SSH allowing for authentication. The database
will be set up to allow direct access only to the logical access layer of
programming supplied by Jedi Group, never by any other means.
6. Procedures will be created to ensure regular, archived backups of both the
production and development environments. Lastly, any and all web pages that
could contain sensitive data will be made only in authenticated, encrypted
environments.

Once the platform has been selected, Jedi Group will configure it for project
use and install it within the selected collocation facility.

Currently, Jedi Group assumes that the initial production for the site will take
place on a subset of the final architecture. This will lower initial costs and
delay many large expenses until after the road show.

INTERFACE DESIGN
The graphical look-and-feel will be the responsibility of Silvervision
Entertainment. Jedi Group may offer advice and suggestions, but all templates
and interfaces will be created using designs and graphics submitted by
Silvervision Entertainment.

The portal will be frames-based and dynamically created using service-side
scripting techniques to export standard HTML. Java, JavaScript, and DHTML
features may be used, but only if simpler technologies do not meet the required
feature specifications.

All dynamic pages will be created using templates with information drawn from
the database and third-party vendors.

SOFTWARE
Jedi Group will recommend, procure, and install required software. Silvervision
Entertainment will be responsible for any and all final software decisions and
purchases.

Jedi Group will not create documentation for third-party software.

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FEATURE LIST
The objective of the portal is to provide members with personalized functions
that will compel them to visit the zahp.com web site often for useful
information and utilities. This will be done using techniques similar to that
of other web sites such as go2net.com, excite.com, and my.netscape.com.

Jedi Group will design an interface to accommodate any number of personalized
functions. However, the initial version will be limited to the following:

- - Alert window - Classifieds*
- - "I Want 2" Best of Links - Maps*
- - Flexible ad frame - News*
- - Help - Resources*
- - Share Accrual - Search*
- - Sign In - Sports*
- - Site of the Day - Stock Information*
- Weather*
- White Pages*
- Yellow Pages*

*NOTE: Provided by third-party vendor

WEB SITE FUNCTIONALITY

ADVERTISING
The zahp.com web site will use frames technology in order to exploit
advertising capabilities within the interface. Jedi Group will program
interfaces to administer and schedule ads and track member click-throughs and
impressions.

Ads will have parameters which determine how often they appear. Ads will rotate
once every five minutes or each time the member clicks a link in the main
window (only in the zahp.com web site).

Ads can optionally be associated with demographic categories. As a result,
those ads will only be seen by registered members who fit those particular
demographic categories. Ads may also be associated with keywords. As a result,
those ads will appear if a member searches for certain keywords.

CONTENT
Sections within the zahp.com web site would allow members to explore various
information categories (i.e. news, sports, art, technology, etc.). These
categories would consist of the ZAHP frame, banner advertising, content
category title, description, original editorial comments, graphics, and links
to pertinent web sites pre-rated for

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content and usefulness. On day one, these categories would consist only of the
above functionality, but would later expand dramatically in to contain
original content and/or content from large media partners.

NEWS HEADLINES

Members can obtain daily news headlines with links to corresponding articles.
It is assumed this data will come from a third party such as infospace.com.

RESOURCES

Members can obtain valuable reference information from Yellow Pages, White
Pages, Maps, PeopleFind, dictionary/encyclopedia/thesaurus, foreign languages,
etc. This information will be provided by a third-party vendor. Jedi group
will only be responsible for formatting this data.

STOCK INFORMATION

Members can obtain daily stock information and market prices. It is assumed
this data will come from a third party such as infospace.com.

HELP

Sections with the zahp.com web site will be created by Jedi Group based largely
on text provided by Silvervision Entertainment. The help section will cover
functional features, personalization, registration, and warrants and shares.

"I WANT 2" BEST OF LINKS

This feature will be a click initiated, pull-down menu (located on the zahp.com
web site) with several hot links that AHP recommends for each displayed
category (i.e. "I WANT 2" BUY RUNNING SHOES sends the member directly to
footlocker.com). This feature will have an interface for AHP to add, edit, and
delete items in the drop-down list.

MEMBER TRACKING

The zahp.com web site will accumulate demographic data on all members. Jedi
Group will create simple, limited reporting features for this data.

MEMBERSHIP

AHP membership allows access to all features, personalization, and share
accrual. All visitors will have access to the default functionality, but will
not be able to personalize features and will not receive any financial rewards.
Registered members will have an interface for editing their personal
information.

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PERSONALIZATION

AHP members will be able to personalize the portal based on their bandwidth and
ergonomic preferences.

BANDWIDTH

This preference will allow members with high-speed access to take advantage of
a more graphically intense interface, possibly involving multimedia or video
(provided by Silvervision Entertainment). Two levels of bandwidth
personalization will be offered.

LAYOUT

This preference will allow members to turn most of the features on or off.
Members will also be able to choose the screen location of the features. Some
features will have additional levels of customization (such as news).

The zahp.com web site will utilize a frames-based layout that always keeps an
AHP frame in front of the viewer. Members can decide whether this frame appears
at the top or bottom of the screen.

NEW MEMBER REGISTRATION

A New Members link takes visitors to a registration screen which will explain
the membership process and provide online forms to fill out.

The registration process will contain up to fifty items and will require that
certain information be completely filled out before the online forms are
accepted. The registration data will be checked thoroughly and completely for
consistency when possible.

Jedi Group assumes that both US residents with domestic addresses and foreign
residents will be eligible. A registered individual (member) will have an
account opened with AHP and maintained in the zahp.com database. Administrative
interfaces will be provided AHP for adding, modifying, and deleting a members
and/or member information from the list. Specific reports can also be run on
the member registration data.

A Sign In link will bring up a username/password box that will allow visitors
to view their personal zahp.com page. Other members will not have access to the
personalized page without logging in. New members would click on the New Member
link which brings up the registration page for new members to complete. The
registration page consists of a new users pertinent information (i.e. personal
profile, demographic questions, preferences, etc.). From this point on, this
user would sign in with a username and password to access the shares and use
ZAHP.

NOTE: Non-members can use all of the basic functionality of the site. AHP does
not want to preclude any member from accessing ZAHP, only from the financial
rewards of becoming a member and personalization features.

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7 April 1999

SHARE SCREEN

A Share Screen appears prominently in the top frame displaying the member's
share accrual information.

SITE OF THE DAY

An interface will be provided so that AHP can insert a Site of the Day link.

THIRD-PARTY SERVICES

A large amount of the functionality that members have access to will be
provided by third-party vendors that Silvervision Entertainment makes
arrangements with. (Weather and news are two examples.) Jedi Group assumes that
these third-party vendors will be able to provide AHP with usable code to embed
the data into our look-and-feel.

Jedi Group may review and recommend third-party vendors for these services, but
will rely on Silvervision Entertainment to make all final decisions. Jedi Group
will not guarantee third-party services, but will rigorously test these
services.

ALERT WINDOW

The top frame will contain a Java Applet that will scroll with various content
determined by AHP. Examples include software releases, holidays, and birthdays.
Items in this window will be clickable and linked to pages with additional
detail. AHP will be provided with an interface to manage the content of this
window.

MISCELLANEOUS

The following sections will also be available with text provided by AHP and
will not have any special backend functionality:

+ About ZAHP
+ Advertising
+ Contact us
+ FAQ
+ Investor Relations
+ Job Opportunities
+ Make this my Homepage
+ Press
+ Privacy Policy

WARRANTS AND SHARES

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7 April 1999

NOTE: This section attempts to define the policies and requirements for
warrants. It does not necessarily indicate programming that Jedi Group will be
responsible for during this phase of development. For instance, Jedi Group will
not be creating an interface for converting stock, issuing 1099's, or trading
shares. However, our database and reporting functions will attempt to take these
into account.

The zahp.com web site will implement AHP's plan to offer to the public,
warrants, with exercisable rights to convert to common stock. At the time of
exercise, the company will issue common stock and immediately transfer such
common shares to a brokerage account. The warrants will be obtainable by
individuals on a daily basis after completion of a registration process.

Warrants will be issued in series (i.e., Series A followed by Series B). A
series would not be concurrent, that is, when one series is completed AHP would
issue another (or not) based on a determination to be made by our marketing
situation.

A warrant series will consist of a certain number of warrants available to be
obtained by the public according to a set of rules. When a warrant series is
completed (because all warrants have been acquired), registrants will no longer
be able to obtain the warrants and will be so informed when attempting to
acquire additional warrants. There may be a delay between a warrant series or a
next series may be started immediately.

Each series, as they may exist, may differ in their characteristics.

One variable between series may be the convertibility ratio (CR) of warrants to
common stock. For example, if thirty warrants were needed to acquire one share
of common stock, then the CR equals thirty.

Since warrant series may have different convertibility, they will need to be
concurrently displayable. Namely, a registrant may (in the future) own some
quantity of Series A, which with a CR of thirty, some quantity of Series B with
a CR of fifty, and so on. We need to discuss an effective way if dealing with
the display of multiple series. In any event, additional series should be
substantially into the future.

There will be a six-month (or optional alternate) lock-out period from the day
the company goes public, after which any and all warrants may be exercised. An
individual exercising will indicate the number of shares that will be
electronically wired (or some equivalent) from our computers to a brokerage
firm with which we have an arrangement. It is possible that such multiple
arrangements may be made. In any event, none of this applies until after the
lock-out.

A potential characteristic of a warrant is a non-zero exercise price, although
the current plan is for a zero exercise price, namely that the company will
receive no payment when the registrant exercises the rights. When a series is
filed with the SEC, the characterization of the series will be 'fixed in stone'
until the series is consumed.

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Warrants which add up to partial shares of common will not be convertible unless
applied toward the next series, if such a series comes to exist. Otherwise, the
rights associated with such warrants will never be exercisable and may be
cleared from accounts when appropriate.

The rules associated with the earning of warrants may require the registrant to
keep an open frame or window for a certain period of time before the warrant is
earned. If so, a clock or meter will be displayed to the registrant. In
addition, a registrant action at the site may be required to take the available
warrant to accrue it. In other words, from sign in, if a frame is kept open for
say six hours, a registrant may take an extra share via a hot spot.

The rules of earning, a take on sign in and or a time-based-take will be reset
every twenty-four hours. A registrant, therefore, may earn no more than one
warrant every twenty-four hours for sign in and an additional one for time-based
earning.

The right to acquire common stock (at a certain price if applicable to
conversion) will have an associated expiration date (i.e. three years from
issue). Warrants which are not converted by then will be removed from a
registrant's account.

AHP may choose to force conversion with notice (i.e. 90 days), but only if such
a rule is defined in the offering placed with the SEC (same applying to
expiration). In any event, partial shares will not be allowed to be converted so
the registrants will lose all warrants that fractionally remain after division
by the CR.

Jedi Group will build protected interfaces for monitoring and managing shares.

SECURITY
AHP should consider an independent security audit. Jedi Group will recommend and
implement security policies, which will need to be weighed against cost. Jedi
Group will not be responsible for continued security or situations beyond our
knowledge or control.

NOTE: There is no full-proof security. Jedi Group will recommend the most secure
policies that we know.

Our suggested security policy will address the following issues:

DEMONSTRATE DUE-DILIGENCE
Jedi Group will test, as much as possible, and to the best of our knowledge.

ELIMINATE KNOWN VULNERABILITIES
Severely limit remote services. Run SATAN, Saint, Crack, Tripwire, etc.

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INDEPENDENT REVIEW 7 April 1999

AHP will be responsible for paying and arranging an independent audit. Jedi
Group can recommend someone if needed.

LEVELS OF DETERRENTS

Jedi Group will build as many deterrents as possible while being sensitive to
system performance.

OPEN PORT POLICIES

Jedi Group will close as many services as possible and suggest policies to
eliminate potential problems.

SYSTEM MAINTENANCE

Jedi Group will not provide system maintenance or regular audits after the end
of our contract. AHP will be responsible for this.

TESTING AND RELIABILITY

The AHP portal testing process will ensure that the zahp.com website will work
for the majority percentile of Internet members under average-to-high loads.
Backups, personalization, site functionality, and transactions will be tested
on multiple platforms and browsers. Reliability of such an endeavor consists of
many different factors.

BANDWIDTH MANAGEMENT

Jedi Group will recommend systems, policies, and programming that will allow
for efficient and managed use of bandwidth. It will be AHP's responsibility to
provide the systems and enforce the policies.

CONTINGENCY PLANNING (INCLUDING MANAGED GROWTH)

Jedi Group will present systems that are scalable and present the options and
possibilities for future growth. Jedi Group will also present different options
for dealing with security breaches and other unmanageable/uncontrollable
circumstances.

ENVIRONMENTAL CONTROLS

Jedi Group will recommend collocation facilities with this factor in mind. Verio
can and does provide this.

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Fault-tolerance

Jedi Group will use hardware, software, Operating System (OS), and
specifications that are tested and proven for reliability. We will recommend
policies that allow for the greatest amount of fault tolerance and will
implement them as much as possible in our development process.

Hardware Selection

Keeping the components of reliability in mind, Jedi Group will recommend good
hardware, software, and OS for this project. It is AHP's responsibility to
purchase the hardware, software, OS, and respective maintenance agreements.
Jedi Group will be sure to communicate the pros/cons of the systems.

Redundancy

Facilities chosen must have a substantial uninterruptable power supply (UPS)
policy which would provide continuous power to the server and the environmental
controls. Verio can and does provide this.

The hardware must be purchased with this in mind, using redundant technology,
when possible (like RAID and hot-swappable devices).

The OS and software should use proven technologies with a history of long
uptimes and good fault tolerance. Jedi Group suggests that Solaris 7 and SUN
computers are a solution to this. Perl would be the main development language
because of its powerful system capabilities and the ability to tightly
integrate into existing and proven Internet technologies.

Remote Management

Jedi Group will recommend systems to be installed to plan for these
contingencies. It will be up to AHP to purchase these systems.

- out-of-bandwidth management
- remote console port access
- remote power boot

System Set-up

Jedi Group will construct the original configuration with the various
reliability issues in mind.

DOCUMENTATION

One of Jedi Group's main goals for documentation will be to ensure that
qualified AHP employees will be able (if necessary) to take over the day-to-day
operations of the

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zahp.com web site. Our documentation will be written for a technical audience
familiar with the zahp.com web site. We will document network design, software
and hardware configuration, programming layers, administration interfaces, web
site policies, and backup procedures.

PROCESS AND PROCEDURES

Jedi Group will create procedural standards for the zahp.com web site,
proactively avoiding potential accidents, bottlenecks, inefficiencies, and/or
lost data.

Access

These procedures will standardize access levels and password policies.

Backup Policies

Jedi Group will document and establish backup rotation policies and recommend
equipment to make it easier. It will be up to AHP to follow through on those
policies and recommendations. Backup procedures will be created to ensure
speedy recovery from potential network disasters. Backup and off-site policies
would be written and placed for system maintenance to continually update.

Migration

Policies will be established to formalize the movement of content and
programming from the development environment to the production server.

CHANGE ORDERS AND REVISIONS

Jedi Group will make every effort to ensure each development item is approved
before proceeding to other items. If changes are requested after an item has
been approved, that will be considered a change order that we will charge extra
for. Silvervision Entertainment will be informed any time that change orders
arise.

Silvervision Entertainment will have one opportunity to submit revisions for
each section as it is completed. Additional revisions will result in a change
order. Content and functionality that are not specified in this proposal will
be added as a change order.

MAINTENANCE AND ONGOING DEVELOPMENT

This project does not include maintenance or on-going maintenance. Jedi Group
will produce policy and procedure documentation of all facets of the
configuration, design, and programming. Jedi Group members may continue to work
on the zahp.com site, but arrangements will have to be made with Silvervision
Entertainment separately.

Jedi Group will not provide on going administration of the computer system as
a part of this agreement. It is AHP's responsibility to arrange for a
knowledgeable UNIX System Administrator/Oracle Database Administrator to take
care of the system, back ups, updates and periodic security audits.

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<PAGE> 1
Exhibit 10.4

AMERICA'S HOME PAGE, INC.

1999 STOCK OPTION PLAN

A. PURPOSE AND SCOPE

The purposes of this 1999 America's Home Page, Inc. Stock Option Plan
are to encourage stock ownership by key management employees of America's Home
Page, Inc., a Delaware corporation (the "Company"), or its Affiliates, to
provide an incentive for employees to expand and improve the profits and
prosperity of the Company, and to assist the Company in attracting and retaining
qualified employees through the grant of Options to purchase shares of the
Company's common stock.

B. DEFINITIONS

Unless otherwise required by the context herein:

1. "Affiliate" shall mean any corporation controlling, controlled
by, or under common control with the Company.

2. "Board" shall mean the Board of Directors of the Company.

3. "Cause", as used in connection with the termination of a
Participant's employment, shall mean (i) with respect to any
Participant employed under a written contract with the Company
or an Affiliate of the Company which contract includes a
definition of "cause," "cause" as defined in such contract and
(ii) with respect to any other Participant, the failure to
perform adequately in carrying out such Participant's
employment responsibilities, including any directives from the
Board, or engaging in such behavior
<PAGE> 2
in his personal or business life, as to lead the Committee in
its reasonable judgment to determine that it is in the best
interests of the Company to terminate his employment.

4. "Code" shall mean the Internal Revenue Code of 1986, as
amended, or any future Federal income tax law.

5. "Committee" shall mean the Compensation Committee of the Board
or any other committee of the Board designated by the Board to
administer this Plan composed of not less than two (2) members
of the Board, each of whom are not eligible to participate in
this Plan and who have not been eligible to participate in the
Plan for one year prior to serving on the Committee. In the
event the Company has issued any class of common stock
required to be registered under Section 12 of the Exchange
Act, the Committee shall be composed of "outside directors" as
described in Section 162(m) of the Code, and the Committee
shall be so constituted so as to comply with the disinterested
administration requirements under Rule 16b-3 of the Exchange
Act. Members of the Committee shall service at the pleasure of
the Board.

6. "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

7. "Fair Market Value" shall mean with respect to the Stock, as
of any date, (i) the last reported sales price on the New York
Stock Exchange, or, if not reported for the New York Stock
Exchange on the Composite Tape, or, in case no such reported
sale takes place on such day, the average of the reported
closing bid and asked quotations on the New York Stock
Exchange; (ii) if the Stock are not listed on the New York
Stock Exchange or no such quotations are available, the
closing price of the Stock as reported

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<PAGE> 3
by the National Market System, or similar organization, or, if
no such quotations are available, the average of the high bid
and low asked quotations as quoted in the National Association
of Securities Dealers' Automated Quotation System, or similar
organization; or (iii) in the event that there shall be no
public market for the Stock, the fair market value of the
Stock as determined (which determination shall be conclusive)
in good faith by the Committee, based upon the value of the
Company as a going concern, as if such Stock were publicly
owned stock, but without any discount with respect to minority
ownership.

8. "Option" shall mean a right to purchase Stock, granted
pursuant to the Plan.

9. "Option Price" shall mean the purchase price per share of
Stock subject to an Option, as determined in Section F below.

10. "Participant" shall mean an employee of the Company to whom an
Option is granted under the Plan.

11. "Plan" shall mean this America's Home Page, Inc. 1995 Amended
and Restated Stock Option Plan.

12. "Stock" shall mean the common stock of the Company, par value
$.001 per share.

C. STOCK TO BE OPTIONED

Subject to the provisions of Section L of the Plan, the maximum number
of shares of Stock that may be optioned or sold under the Plan is 2,800,000
shares of Stock. If any Option is canceled, terminates, or expires for any
reason without having been exercised in full, the Stock subject thereto shall

-3-
<PAGE> 4
again be available for all purposes of the Plan. Options on not more than 10% of
Stock reserved for issuance under the Plan may be awarded to any individual
Participant.

D. ADMINISTRATION

The Plan shall be administered by the Committee. Two members of the
Committee shall constitute a quorum for the transaction of its business. The
Committee shall be responsible to the Board for the operation of the Plan. The
interpretation and construction of any provision of the Plan by the Committee
shall be final. No member of the Board or the Committee shall be liable for any
action or determination made by him in good faith. The Committee has discretion
to (i) determine the employees to whom and at the time or times at which Options
may be granted (subject to the provisions of this Plan), (ii) determine the
number of shares of Stock of the Company to be subject to each Option, (iii) in
the case of each option awarded, determine whether the same shall be an
incentive stock option (as described below) or an option which does not qualify
as an incentive stock option (a non-qualified option), (iv) prescribe the form
or forms of the instruments evidencing any Options awarded under the Plan, (v)
prescribe the vesting period (which may be immediate) with respect to any Option
and to accelerate the vesting of any Option previously granted for any reason,
and (vi) prescribe such other terms and conditions, consistent with the terms of
this Plan, as the Committee deems appropriate.

E. ELIGIBILITY

The Committee may grant Options to any key management employee
(including any officer of the Company) or any other employee of the Company, or
an Affiliate of the Company who has

-4-
<PAGE> 5
contributed to or is expected to contribute materially to the success of the
Company or its Affiliates. Options may be granted by the Committee at any time,
and from time to time, to new or current Participants, and may include or
exclude previous Participants, the Committee, shall determine. Options granted
under this Plan need not contain similar provisions, even if granted at the same
time. Either incentive stock options ("ISO's") to purchase common stock of the
Company within the meaning of Section 422A of the Code, or any non-qualified
options to purchase common stock of the Company may be granted under the Plan.

F. OPTION PRICE

The Option Price for all Options which are non-qualified stock options
shall be the price determined by the Committee, but in no event shall it be less
than 85% of the Fair Market Value at the time the Option is granted. The Option
Price for each Option which is intended to qualify as an ISO shall be 100% of
the fair market value of the Stock at the time the Option is granted (110% if
the Participant owns at least 10% of the Stock immediately before the ISO is
granted).

G. TERMS AND CONDITIONS OF OPTIONS

Options granted pursuant to the Plan shall be authorized by the
Committee and shall be evidenced by agreements in such form as the Committee,
shall from time to time approve. Such agreements shall comply with and be
subject to the following terms and conditions:

1. Employment Agreement. The Committee may, in its discretion, include
in any Option granted under the Plan, a condition that the Participant
shall agree to remain in the employ of, and

-5-
<PAGE> 6
to render services to, the Company for a period of time (specified in
the agreement) following the date the Option is granted. No such
agreement shall impose upon the Company or any of its subsidiaries,
however, any obligation to employ the Participant for any period of
time.

2. Time and Method of Payment. The Option Price shall be paid in full
at the time an Option is exercised under the Plan, by delivery of any
combination of cash or Stock having a Fair Market Value equal to the
Option Price. Promptly after the exercise of an Option and the payment
of the full Option Price, the Participant shall be entitled to the
issuance of a stock certificate evidencing his ownership of such Stock.
A Participant shall have none of the rights of shareholder until shares
of Stock are issued to him, and no adjustment will be made for
dividends or other rights for which the record date is prior to the
date such stock certificate is issued.

3. Number of Shares. Each agreement shall state the total number of
shares of Stock to which the Option pertains.

4. Option Period and Limitations on Exercise of Options. The agreement
shall specify a term of years during which the Option shall be
exercisable ("Term"). However, the Term of any Option may not be longer
than ten years from the date of grant (5 years if the Participant is a
10% or more owner of the Company and the Option is intended to be an
ISO). The Board may, in its discretion, provide that an Option may not
be exercised in whole or in part for any period or periods of time
specified in the agreement. Except as provided in the agreement, an
Option may be exercised in whole or in part at any time during its
Term.

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<PAGE> 7
H. TERMINATION OF EMPLOYMENT

If a Participant is terminated by the Company or any Affiliate for
Cause, his Options shall terminate immediately. Except as provided in Section I,
if a Participant's cessation of employment with the Company or an Affiliate is
due to any reason other than a termination for Cause, the Participant may, at
any time within ninety (90) days after such cessation of employment, exercise
his Options to the extent that he was entitled to exercise them on the date of
cessation of employment, provided further, that in no event shall any Option be
exercisable after the expiration of its Term. The Committee may cancel an Option
during the three month period referred to in this paragraph if the Participant
engages in employment or activities which are, in the opinion of the Committee,
directly or indirectly in competition with, or contrary to the best interests of
the Company. The Committee may extend the exercise period (but not later than
the expiration of the Term) in its sole discretion.

I. RIGHTS IN EVENT OF DEATH OR DISABILITY

If a Participant dies while employed by the Company or within three
months after cessation of employment other than a termination for Cause, or if a
Participant retires due to disability (as determined by the Committee), without
having fully exercised his Options, the Participant or the duly appointed
executor or administrator of the Participant's estate shall have the right to
exercise such Options within 180 days of the date of the Participant's death or
disability retirement to the extent that such deceased or disabled Participant
was entitled to exercise the Options on the date of his death or disability
retirement; provided, however, that in no event shall the Option be exercisable
after the expiration of its Term.

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<PAGE> 8
The Committee may extend the exercise period (but not later than the expiration
of the Term) in its sole discretion.

J. NO OBLIGATIONS TO EXERCISE OPTION

The granting of an Option shall impose no obligation upon the
Participant to exercise such Option.

K. NONASSIGNABILITY

No Option shall be transferable other than by will or by the laws of
descent and distribution, and during a Participant's lifetime, an Option shall
be exercisable only by the Participant or, in the case of incapacity, the legal
guardian of the Participant's estate.

L. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN

The aggregate number of shares of Stock available for Options under the
Plan, the stock subject to any Option, and the Option Price, shall all be
proportionately adjusted for any increase or decrease in the number of issued
and outstanding shares of Stock subsequent to the effective date of the Plan
resulting from (1) a subdivision or consolidation of shares or any other capital
adjustment, (2) the payment of a stock dividend, or (3) other increase or
decrease in such shares effected without receipt of consideration by the
Company. If the Company shall be the surviving corporation in any merger or
consolidation, any Option shall pertain, apply, and relate to the securities to
which a holder of the number of shares of Stock subject to the Option would have
been entitled after the merger or consolidation. Upon

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<PAGE> 9
dissolution or liquidation of the Company, or upon a merger or consolidation in
which the Company is not the surviving corporation, all Options outstanding
under the Plan shall terminate; provided, however, that each Participant (and
each other person entitled under Section I to exercise an Option) shall have the
right, for thirty (30) days prior to such dissolution or liquidation, or such
merger or consolidation, to exercise such Participant's Options in whole or in
part, but only to the extent that such Options are otherwise exercisable under
the terms of the Plan.

M. AMENDMENT AND TERMINATION

The Board, by resolution, may terminate, amend, or revise the Plan with
respect to any Stock as to which Options have not been granted. Neither the
Board nor the Committee may, without the consent of the holder of an Option,
alter or impair any Option previously granted under the Plan, except as
authorized herein. Unless sooner terminated, the Plan shall remain in effect
until December 31, 2009. Termination of the Plan shall not affect any Option
previously granted.

N. AGREEMENT AND REPRESENTATION OF PARTICIPANTS

As a condition to the exercise of any portion of an Option, the Company
may require the person exercising such Option to represent and warrant at the
time of such exercise that any shares of Stock acquired at exercise are being
acquired only for investment and without any present intention to sell or
distribute such shares, if, in the opinion of counsel for the Company, such a
representation is required under the Securities Act of 1933 or any other
applicable law, regulation, or rule of any governmental agency.

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<PAGE> 10
O. RESERVATION OF SHARES OF STOCK

The Company, during the term of this Plan, will at all times reserve
and keep available, and will seek or obtain from any regulatory body having
jurisdiction any requisite authority necessary to issue and to sell the number
of shares of Stock that shall be sufficient to satisfy the requirements of this
Plan. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority deemed necessary by counsel for the Company for the
lawful issuance and sale of its Stock hereunder shall relieve the Company of any
liability in respect of the failure to issue or sell Stock as to which the
requisite authority has not been obtained.

P. EFFECTIVE DATE OF PLAN

The Plan shall be effective from the date that the Plan is approved by
the Board, but any Options granted under this Plan after Board adoption shall be
conditioned upon approval of a majority of the stockholders of each class of
stock entitled to vote thereon. Nothing in this Section P shall be deemed to
impair any Options granted under this Plan.

The Plan was adopted by its Shareholders and Directors on
_________________________.

-10-

<PAGE> 1
Exhibit 10.5

AMERICA'S HOME PAGE, INC.

STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

SECTION 1. PURPOSE. The purpose of this Stock Option Plan for
Non-Employee Directors (the "Plan") is to attract and retain persons of
exceptional ability to serve as members of the Board of Directors of America's
Home Page, Inc. (the "Company"), and to align the interests of the Company's
non-employee directors with that of the stockholders in enhancing the value of
the Company's capital stock.

SECTION 2. ADMINISTRATION. The Plan shall be administered by the Board
of Directors of the Company (the "Board") or such committee of the Board that is
designated by the Board to administer the Plan (the "Administrator"). Such
committee shall be constituted to permit the Plan to comply with Rule 16(b) of
the Securities Exchange Act of 1934 (the "Exchange Act") or any successor rule.
The Administrator shall have responsibility finally and conclusively to
interpret the provisions of the Plan and to decide all questions of fact arising
in its application. No member of the Administrator shall be liable for any
action or determination made in good faith with respect to the Plan. The
Administrator may delegate to an officer or officers of the Company the
authorization to execute and deliver on behalf of the Company any document or
instrument required to be delivered under this Plan.

SECTION 3. TYPE OF OPTIONS. Options granted pursuant to the Plan shall
be nonstatutory options which are not intended to meet the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

SECTION 4. ELIGIBILITY. Directors of the Company who are not employees
of the Company or any of its affiliates ("Non-employee Directors") and who are
appointed or elected to the Board on or after the date this Plan is approved by
a majority of the shareholders of the Company shall be eligible to participate
in the Plan. Each eligible Non-employee Director to whom stock options are
granted shall be a participant ("Participant") under the Plan.

SECTION 5. SHARES AVAILABLE UNDER THE PLAN. Subject to adjustment as
provided in Section 10 below, an aggregate of 150,000 shares of common stock of
the Company, par value $.001, (the "Common Stock") shall be available for
issuance pursuant to the provisions of the Plan. Such shares may be authorized
and unissued shares or may be shares issued and thereafter acquired by the
Company. If an option granted under the Plan shall expire or terminate for any
reason without having been exercised in whole or in part, the unpurchased shares
subject to such option shall again be available for subsequent option grants
under the Plan.
<PAGE> 2
SECTION 6. AUTOMATIC GRANT OF OPTIONS.

6.1 Each eligible Non-Employee Director serving on the Board
as of the date of closing of the Company's initial public offering shall receive
an option to purchase shares of Common Stock with an exercise price equal to
the initial public offering price. The grant shall provide for an option to
purchase 15,000 shares of Common Stock per Director.

6.2 On an annual basis thereafter, each Non-Employee Director
in office on the date of the adjournment of the annual meeting of stockholders
of the Company shall be granted as of such date automatically and without
further action by the Board an option to purchase 7,500 shares of Common
Stock.

SECTION 7. TERMS AND CONDITIONS OF OPTIONS

7.1 Exercise of Options.

(a) Each option granted under Section 6.1 of the Plan shall be
100% vested as of the date of grant. Each option granted under Section 6.2 of
the Plan shall be exercisable at the rate of one-third (1/3) per year commencing
on the first anniversary of the date of grant, subject to the provisions of
Section 9 hereof.

(b) Notwithstanding the provisions of paragraph (a) above, an
option granted to any Participant under Section 6.2 of the Plan shall become
immediately exercisable in full upon the first to occur of:

(i) the death of the Participant, in which case
the option may be exercised by the Participant's executor or
administrator, or if not so exercised, by the legatees or
distributees of his or her estate or by such other person or
persons to whom the Participant's rights under the option
shall pass by will or by the applicable laws of descent and
distribution;

(ii) such time as the Participant ceases to be a
director of the Company by reason of his or her permanent
disability as determined in good faith by the Board or the
Administrator;

(iii) such time as the Participant ceases to be a
director of the Company as a result of retirement from the
Board of Directors on or after attaining age 65; or

-2-
<PAGE> 3
(iv) such time as a Participant ceases to be
eligible to participate in this Plan by reason of his or her
becoming an employee of the Company or any of its
subsidiaries.

(c) Options granted under the Plan shall expire ten years from
the date on which the option is granted, unless terminated earlier in accordance
with the Plan; provided, however, that in the event a Participant ceases to be a
director of the Company by reason of an event described in Section 7.1(b), any
option granted to such Participant hereunder shall expire eighteen months from
the date the Participant ceases to be a director of the Company, but in no event
later than the day preceding the tenth anniversary of the date of the grant of
such option.

(d) In the event that the Participant ceases to be a director
of the Company for any reason other than those specified in paragraph 7.1(b):

(i) if prior to the time a Participant's option
becomes fully exercisable, such option will terminate on the
date the Participant ceases to be a director of the Company
with respect to the shares as to which the option is not then
exercisable without further obligation or action on the part
of the Company.

(ii) if after a Participant's option has become
exercisable in whole or in part, such option shall remain
exercisable in whole or in part, as the case may be, in
accordance with the terms hereof for a period of three months
from the date the Participant ceases to be a director, but in
no event later than the day preceding the tenth anniversary of
the date of grant of such option.

7.2 Exercise Price. The exercise price of each share of Common Stock
subject to an option shall be the "Fair Market Value" of a share of Common Stock
on the date the option is granted. "Fair Market Value" for purposes of the Plan
shall mean as of any date, (i) the last reported sales price on the New York
Stock Exchange, or, if not reported for the New York Stock Exchange on the
Composite Tape, or, in case no such reported sale takes place on such day, the
average of the reported closing bid and asked quotations on the New York Stock
Exchange; (ii) if the Common Stock is not listed on the New York Stock Exchange
or no such quotations are available, the closing price of the Common Stock as
reported by the National Market System, or similar organization, or, if no such
quotations are available, the average of the high bid and low asked quotations
as quoted in the National Association of Securities Dealers' Automated Quotation
System, or similar organization; or (iii) in the event that there shall be no
public market for the Common Shares, the fair market value of the Common Stock
as determined (which determination shall be conclusive) in good faith by the
Board or the Administrator, based upon the value of the Company as a going
concern, as if such Common Stock was publicly owned stock, but without any
discount with respect to minority ownership. Under no circumstances shall Fair
Market Value be less than the par value of the Common Stock.

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<PAGE> 4
7.3 Payment of Exercise Price; Tax Withholding.

(a) Subject to the terms and conditions of the Plan and the
documentation of the options pursuant to Section 7.5 hereof, an option granted
hereunder shall, to the extent then exercisable, be exercisable in whole or in
part by giving written notice to the Company's Secretary stating the number of
shares with respect to which the option is being exercised, accompanied by
payment in full for such shares; provided, however, that there shall be no such
exercise at any one time for fewer than one hundred (100) shares, except that if
fewer than one hundred (100) shares are then purchasable by the person
exercising the option, then said person may exercise for all of the remaining
shares.

(b) Options granted under the Plan may be paid for by delivery
of cash in an amount equal to the exercise price of such options, or by delivery
to the Company of shares of Common Stock already owned by the Participant having
a Fair Market Value equal in amount to the exercise price of the option being
exercised or by any combination of such methods of payment.

(c) The Participant shall pay the Company in an amount of cash
sufficient to cover withholding required by law for any federal, state, local or
foreign taxes in connection with an exercise of options herewith. A Participant
may also elect, in lieu of paying cash, to deliver shares of Common Stock or to
direct the Company to withhold shares of Common Stock purchased upon exercise of
an option (to be valued at Fair Market Value as of the exercise date) to satisfy
any required tax withholding and the Board shall determine the timing and other
terms and conditions in which the use of shares of Common Stock to satisfy tax
withholding may take place.

7.4 Rights as a Shareholder. Except as specifically provided by the
Plan, the grant of an option will not give a Participant any rights as a
shareholder of the Company. The Participant will obtain such rights, subject to
any limitations imposed by the Plan, only upon actual receipt of the certificate
or certificates representing the Common Stock.

7.5 Documentation of Option Grants. Option grants shall be evidenced by
written instruments prescribed by the Board or the Administrator from time to
time. The instruments may be in the form of agreements to be executed by both
the Participant and the president or any vice president of the Company or in the
form of certificates, letters or similar instruments, which need not be executed
by the Participant but acceptance of which will evidence agreement to the terms
of the grant.

7.6 Nontransferability of Options. No option granted under the Plan
shall be assignable or transferable by the Participant to whom it is granted,
either voluntarily or by operation of law, except (a) by will or the laws of
descent and distribution or (b) during the

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<PAGE> 5
lifetime of the Participant, to the Participant's spouse, lineal ancestors or
lineal descendants or to trusts or family partnerships for the benefit of the
foregoing ("Permitted Transferees"). During the life of the Participant, the
option shall be exercisable only by the Participant or a transferee who is a
Permitted Transferee (or in the event of incapacity, by the person or persons
properly appointed to act on his or her behalf).

7.7 Approvals. The effectiveness of the Plan is subject to the approval
by affirmative vote of a majority of the shares of the Common Stock present in
person or by proxy and entitled to vote at an annual or special meeting of the
stockholders. In the event that the Plan is not approved by the stockholders,
the Plan and any options granted hereunder shall be void and of no effect.

The Company's obligation to sell and deliver shares of Common Stock
under the Plan is subject to the approval of any governmental authority required
in connection with the authorization, issuance or sale of the Common Stock.

SECTION 8. REGULATORY COMPLIANCE AND LISTING

(a) The issuance or delivery of any shares of Common Stock
subject to exercisable options hereunder may be postponed by, the Board for such
period as may be required to comply with any applicable requirements under
Federal securities laws, any applicable listing requirements of any national
securities exchange or any requirements under any law or regulation applicable
to the issuance or delivery of such shares. The Company shall not be obligated
to issue or deliver any such shares if the issuance or delivery thereof would
constitute a violation of any provision of any law or of any regulation of any
governmental authority or any rule of any national securities exchange.

(b) No discretion concerning decisions regarding the Plan
shall be afforded to a person who is not a "disinterested person" within the
meaning of Section 16 of, and Rule 16b-3 promulgated under, the Securities
Exchange Act of 1934, as amended (the "1934 Act"). Section 4 and 6 hereof shall
not be amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act, or the rules
thereunder. Should any provision of this paragraph require modification or be
unnecessary to comply with the requirements of Section 16 or Rule 16b-3 under
the 1934 Act, the Board may waive such provision and/or amend this Plan to add
to or modify the provisions hereof accordingly.

SECTION 9. CHANGE IN CONTROL. Notwithstanding anything to the contrary
in the Plan, the following shall apply to all outstanding options granted under
the Plan:

(a) Definitions - The following definitions shall apply to
this Section:

-5-
<PAGE> 6
A "Change in Control" shall mean:

(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the 1934 Act) of the beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the 1934 Act) of 50% or more
of the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Voting Securities");
provided, however, that the following acquisitions shall not
constitute a Change of Control: (A) any acquisition directly
from the Company or any of its subsidiaries, (B) any
acquisition by the Company or any of its subsidiaries, (C) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any of its
subsidiaries, (D) any acquisition by any corporation with
respect to which, following such acquisition, more than 50%
of, respectively, the then outstanding shares of common stock
of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then
beneficially owned, directly or indirectly, by individuals,
entities or groups who were the beneficial owners,
respectively, of at least 50% of the Outstanding Voting
Securities immediately prior to such acquisition in
substantially the same proportions as their ownership,
immediately prior to such acquisition, of the Outstanding
Voting Securities, or (E) the acquisition by any individual,
entity or group which on the date this Plan was adopted by the
Board owned 50% or more of the Outstanding Voting Securities.

(ii) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, with
respect to which all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of
the Outstanding Voting Securities immediately prior to such
reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than 50% of the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may
be, of the corporation resulting from such reorganization,
merger or consolidation in substantially the same proportions
as their ownership, immediately prior to such reorganization,
merger or consolidation, of the Outstanding Voting Securities;
or

(iii) Approval by the shareholders of the Company of
(A) a complete liquidation or dissolution of the Company or
(B) the sale or other disposition of all or substantially all
of the assets of the Company other than to a corporation, with
respect to which following such sale or other disposition,
more than 50% of, respectively, the then outstanding shares of
common stock of such corporation

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<PAGE> 7
and the combined voting power for the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of
the Outstanding Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion
as their ownership, immediately prior to such sale or other
disposition, of the Outstanding Voting Securities.

"CIC Price" shall mean the higher of (1) the highest price
paid for a share of Common Stock in the transaction or series of transactions
pursuant to which a Change in Control of the Company shall have occurred, or (2)
the highest reported sales price of a share of Common Stock during the 60 day
period immediately preceding the date upon which the event constituting a Change
in Control shall have occurred.

(b) Acceleration of Vesting and Payment of Stock Options.

(i) Upon the occurrence of an event constituting a
Change in Control, all stock options outstanding on such date
shall become 100% vested and shall be purchased from the
Participant by the Company in cash as soon as may be
practicable. Upon such purchase, such stock options shall be
cancelled.

(ii) The purchase price for the stock options to be
paid by the Company shall be determined by multiplying the
number of such options by the difference between the exercise
price per share and the CIC Price, if higher.

(iii) Notwithstanding the foregoing subsections (i)
and (ii), if the exercise price of a stock option exceeds the
CIC Price, such stock option shall be 100% vested but shall
not be cancelled.

SECTION 10. ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION. In the
event of a stock dividend, stock split or combination of shares,
recapitalization or other change in the Company's capitalization, or other
distribution with respect to holders of the Common Stock (other than normal cash
dividends), automatic adjustment shall be made in the number and kind of shares
as to which outstanding options or portions thereof then unexercised shall be
exercisable and in the available shares set forth in Section 5 hereof, such that
the proportionate interest of the option holder shall be maintained as before
the occurrence of such event. Such adjustment in outstanding options shall be
made with a corresponding adjustment in the option price per share and without a
change in the total price applicable to the unexercised portion of such options.
Automatic adjustment shall also be made in the number and kind of shares subject
to options subsequently granted under the Plan.

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<PAGE> 8
SECTION 11. NO RIGHT TO REELECTION. Nothing in the Plan shall be deemed
to create any obligation on the part of the Board to nominate any Non-employee
Director for reelection by the Company's shareholders, nor confer upon any
Non-employee Director the right to remain a member of the Board for any period
of time, or at any particular rate of compensation.

SECTION 12. AMENDMENT AND TERMINATION.

(a) Except as provided in Section 8(b), the Board shall have
the right to amend, modify or terminate the Plan at any time and from time to
time; provided, however, that unless required by law, no such amendment or
modification shall (a) affect any right or obligation with respect to any grant
theretofore made; (b) in any manner affect the requirements set forth in Section
8(b) hereof, or (c) unless previously approved by the shareholders, increase the
number of shares of Common Stock available for grants as provided in Section 5
hereof other than an adjustment pursuant to Section 10 hereof. In addition, no
such amendment or modification shall, unless previously approved by the
shareholders (where such approval is necessary to satisfy then applicable
requirements of federal securities laws, the Code or rules of any stock exchange
on which the Company's Common Stock is listed) (i) in any manner affect the
eligibility requirements set forth in Section 4 hereof, (ii) increase the number
of shares of Common Stock subject to any option, (iii) change the purchase price
of the shares of Common Stock subject to any option, (iv) extend the period
during which options may be granted under the Plan, or (v) materially increase
the benefits to Participants under the Plan.

(b) Unless earlier terminated by the Board, or the shares
reserved under the Plan shall have all been committed for options granted
pursuant to the Plan, the Plan shall terminate on December 31, 2009; provided,
however, that options which are granted on or before this date shall remain
exercisable in accordance with their respective terms after the termination of
the Plan.

SECTION 13. SUCCESSORS AND ASSIGNS. The Plan shall be binding on all
successors and permitted assigns of a Participant, including but not limited to,
the estate of such Participant, the executor, administrator or trustee of such
estate, and the guardian or legal representative of the Participant.

SECTION 14. GOVERNING LAW. The validity, construction and effect of the
Plan and any action taken or relating to the Plan shall be determined in
accordance with the laws of the State of Arizona and applicable Federal law.

SECTION 15. SEVERABILITY. Whenever possible, each provision of this
Plan will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Plan is held to be invalid, illegal
or unenforceable in any respect under any

-8-
<PAGE> 9
applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
but this Plan will be reformed, construed and enforced in such jurisdiction as
if such invalid, illegal or unenforceable provision had never been contained
herein.

America's Home Page, Inc.

By:
--------------------------------
Its:
-------------------------------

This Stock Option Plan for Non-Employee Directors was adopted by the Board on
_________________ and approved by Unanimous Consent of the Stockholders on
_________________.

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<PAGE> 1
Exhibit 10.6

AMERICA'S HOME PAGE, INC.

INDEPENDENT CONTRACTOR STOCK OPTION PLAN
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I

ESTABLISHMENT............................................................................................1

ARTICLE II
DEFINITIONS .............................................................................................1

ARTICLE III

ADMINISTRATION ..........................................................................................4
3.1 Committee Structure and Authority...............................................................4

ARTICLE IV

STOCK SUBJECT TO PLAN ...................................................................................6
4.1 Number of Shares................................................................................6
4.2 Release of Shares...............................................................................7
4.3 Restrictions on Shares..........................................................................7
4.4 Stockholder Rights..............................................................................7
4.5 Anti-Dilution...................................................................................7

ARTICLE V

ELIGIBILITY..............................................................................................8
5.1 Eligibility.....................................................................................8

ARTICLE VI

GRANT OF STOCK OPTIONS ..................................................................................9
6.1 General.........................................................................................9
6.2 Grant and Exercise..............................................................................9
6.3 Terms and Conditions............................................................................9
6.4 Exercise Upon Death............................................................................10
6.5 Other Termination..............................................................................10
6.6 Cashing Out of Option..........................................................................10
</TABLE>

(i)
<PAGE> 3
<TABLE>
<CAPTION>
<S> <C>
ARTICLE VII

PROVISIONS APPLICABLE TO STOCK ACQUIRED UNDER THE PLAN .................................................11
7.1 Transfer of Shares.............................................................................11
7.2 Limited Transfer During Offering...............................................................11

ARTICLE VIII

MISCELLANEOUS ..........................................................................................11
8.1 Amendments and Termination.....................................................................11
8.2 General Provisions.............................................................................12
8.3 Rights with Respect to Continuance of Distribution Agreement...................................13
8.4 Delay..........................................................................................13
8.5 Headings.......................................................................................14
8.6 Severability...................................................................................13
8.7 Successors and Assigns.........................................................................14
8.8 Effectiveness of Plan and Stock Option Grants..................................................14
</TABLE>

(ii)
<PAGE> 4
AMERICA'S HOME PAGE, INC.
INDEPENDENT CONTRACTOR STOCK OPTION PLAN

ARTICLE I

ESTABLISHMENT

The America's Home Page, Inc. Independent Contractor Stock Option Plan
("Plan") is hereby established by America's Home Page, Inc. ("Company"). The
purpose of the Plan is to grant equity compensation to consultants, service
providers and other independent contractors ("Independent Contractors") who
perform services for the Company or its "Affiliates" (as hereinafter defined),
to give Independent Contractors an incentive to provide quality service and
thereby increase the value number of the Company and its Affiliates and to
promote the identification of the interests of such Independent Contractors with
those of the stockholders of the Company.

ARTICLE II

DEFINITIONS

For purposes of the Plan, the following terms are defined as set forth
below:

"AFFILIATE" means any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated association or other
entity (other than the Company) that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the
Company including, without limitation, any member of an affiliated group of
which the Company is a common parent corporation as provided in Section 1504 of
the Code.

"AGREEMENT" or "OPTION AGREEMENT" means, individually or collectively,
any agreement entered into pursuant to the Plan pursuant to which a Stock Option
is granted to a Participant.

"BOARD OF DIRECTORS" or "BOARD" means the Board of Directors of the
Company.

"CAUSE" means (a) any act or omission which permits the Company to
terminate its relationship immediately with an Independent Contractor which is
the Participant or in which the Participant has an ownership interest; (b) any
act of gross negligence or willful misconduct on the part of the Participant or
the Independent Contractor in which the Participant has an ownership interest
which has, or in the opinion of the Committee may have, an adverse affect on the
Company's customer accounts or the business of the Company or an Affiliate; or
(c) any failure to cure a breach of the obligations of the Participant or the
Independent Contractor in
<PAGE> 5
which the Participant has an equity interest under its Independent Contractor
Agreement within ten (10) days after the Company or an Affiliate has given
written notice of such breach to the Participant or the Participant's
Independent Contractor.

"CODE" or "INTERNAL REVENUE CODE" means the Internal Revenue Code of
1986, as amended, final Treasury Regulations thereunder and any subsequent
Internal Revenue Code.

"COMMISSION" means the Securities and Exchange Commission or any
successor agency.

"COMMITTEE" means the Compensation Committee of the Board, or such
other committee of the Board appointed by the Board of Directors to administer
the Plan, as further described in the Plan.

"COMMON STOCK" means the shares of the Common Stock, $0.001 par value,
of the Company whether presently or hereafter issued, and any other stock or
security resulting from adjustment thereof as described hereinafter or the
common stock of any successor to the Company which is designated for the purpose
of the Plan.

"COMPANY" means America's Home Page, Inc., a Delaware corporation, and
includes any successor or assignee corporation or corporations into which the
Company may be merged, changed or consolidated; any corporation for whose
securities the securities of the Company are exchanged; and any assignee of or
successor to substantially all of the assets of the Company.

"EFFECTIVE DATE" means ____________, 1999.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

"FAIR MARKET VALUE" means the value determined on the basis of the good
faith determination of the Committee, without regard to whether the Common Stock
is restricted or represents a minority interest, pursuant to the applicable
method described below:

(a) if the Common Stock is listed on a national securities
exchange or quoted on the Nasdaq National Market ("NASDAQ"), the closing price
of the Common Stock on the relevant date, as reported by the principal national
exchange on which such shares are traded (in the case of an exchange) or by the
NASDAQ, as the case may be;

(b) if the Common Stock is not listed on a national securities
exchange or quoted on the NASDAQ, but is actively traded in the over-the-counter
market, the average of the closing bid and asked prices for the Common Stock on
the relevant date, or the most recent preceding date for which such quotations
are reported; and

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<PAGE> 6
(c) if, on the relevant date, the Common Stock is not publicly
traded or reported as described in (a) or (b), the value determined in good
faith by the Committee.

"GRANT DATE" means the date that as of which a Stock Option is granted
pursuant to the Plan.

"INDEPENDENT CONTRACTOR" means a Person providing consulting, advisory,
or other services to the Company or any of its Affiliates pursuant to an
Independent Contractor Agreement, and which Person is not an employee or
Non-Employee Director of the Company or any of its Affiliates.

"INDEPENDENT CONTRACTOR AGREEMENT" means a written agreement between
the Company or one or more of its Affiliates and a Person engaging such Person
to be an Independent Contractor.

"NON-EMPLOYEE DIRECTOR" has the meaning set forth in Rule 16b-3, or any
successor definition adopted by the Commission, provided the person is also an
"outside director" under Section 162(m) of the Code.

"NON-QUALIFIED STOCK OPTION" means an Option to purchase Common Stock
in the Company granted under the Plan other than an incentive stock option
within the meaning of Section 422 of the Code.

"OPTION PERIOD" means the period during which the Option will be
exercisable in accordance with the Option Agreement and Article VI.

"OPTION PRICE" means the price at which the Common Stock may be
purchased under an Option as provided in Section 6.3.

"PARTICIPANT" means a Person who satisfies the eligibility conditions
of Article V and to whom a Stock Option has been granted by the Committee under
the Plan, and if a Representative is appointed for a Participant, then the term
"PARTICIPANT" means such appointed Representative, successor Representative, or
spouse as the case may be.

"PERSON" means an individual, corporation, limited liability company,
partnership, joint venture, trust or other entity.

"PLAN" means the America's Home Page, Inc. Independent Contractor Stock
Option Plan, as herein set forth and as may be amended from time to time.

"REPRESENTATIVE" means (a) the person or entity acting as the executor
or administrator of a Participant's estate pursuant to the last will and
testament of a Participant or pursuant to the laws of the jurisdiction in which
the Participant had the Participant's primary residence at the

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<PAGE> 7
date of the Participant's death; (b) the person or entity acting as the guardian
or temporary guardian of a Participant; (c) the person or entity which is the
beneficiary of the Participant upon or following the Participant's death; or (d)
the person or entity acting as the receiver or trustee on behalf of a
Participant which is not a natural person.

"RULE 16b-3" means Rule 16b-3, as promulgated under the Exchange Act,
as amended from time to time, or any successor thereto.

"SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

"STOCK OPTION" means a Non-Qualified Stock Option granted under this
Plan.

"TERMINATION" means the termination of the Distribution Agreement and
the end of the Independent Contractorship relationship for whatever reason
between the Company or one or more of its Affiliates and the Participant or the
Independent Contractor in which the Participant has an ownership interest.

ARTICLE III

ADMINISTRATION

3.1 Committee Structure and Authority. The Plan will be administered by
the Committee. In the absence of appointment of the Committee or a successor
committee of the Board, the entire Board of Directors will constitute the
Committee. A majority of the Committee will constitute a quorum at any meeting
thereof (thereof (including telephone conference) and the acts of a majority of
the members present, or acts approved in writing by a majority of the entire
Committee without a meeting, will be the acts of the Committee for purposes of
this Plan. The Committee may authorize any one or more of its members or an
officer of the Company to execute and deliver documents on behalf of the
Committee. A member of the Committee will not exercise any discretion respecting
himself, herself or any entity in which such member holds an ownership interest
under the Plan. The Board will have the authority to remove, replace or fill any
vacancy of any member of the Committee upon notice to the Committee and the
affected member. Any member of the Committee may resign upon notice to the
Board. The Committee may allocate among one or more of its members, or may
delegate to one or more of its agents, such duties and responsibilities as it
determines.

Among other things, the Committee will have the authority, subject to
the terms of the Plan:

(a) to select those Persons to whom Stock Options may be
granted from time to time;

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<PAGE> 8
(b) to determine the number of shares of Common Stock to be
covered by each Stock Option granted hereunder;

(c) to determine the terms and conditions of any Stock Option
granted hereunder (including, without limitation, the Option Price, the Option
Period, any exercise restriction or limitation and any exercise acceleration,
forfeiture or waiver regarding any Stock Option and the shares of Common Stock
relating thereto); provided, however, that no Stock Option may be exercised
earlier than one (1) year from the Grant Date;

(d) to adjust the terms and conditions, at any time or from
time to time, of any Stock Option, subject to the limitations of Section 8.1;

(e) to determine to what extent and under what circumstances
Common Stock and other amounts payable with respect to the exercise of a Stock
Option will be deferred;

(f) to provide for the forms of Option Agreement to be
utilized in connection with the Plan;

(g) to determine what securities law requirements are
applicable to the Plan, Stock Options, and the issuance of shares of Common
Stock and to require of a Participant that appropriate action be taken with
respect to such requirements;

(h) to cancel, with the consent of the Participant or as
otherwise provided in the Plan or an Option Agreement, outstanding Stock
Options;

(i) to require as a condition of the exercise of a Stock
Option or the issuance or transfer of a certificate of Common Stock, the
withholding from a Participant of the amount of any federal, state or local
taxes as may be necessary in order for the Company or any other employer to
obtain a deduction or as may be otherwise required by law;

(j) to determine whether a Termination has occurred and what
effect such Termination has on a Participant;

(k) to determine the restrictions or limitations on the
transfer of Common Stock;

(l) to determine under what circumstances a Stock Option may
be transferred during the Participant's lifetime or existence and to impose
restrictions on such transfers;

(m) to determine whether a Stock Option is to be adjusted,
modified or purchased, or is to become fully exercisable, under the Plan or the
terms of an Option Agreement;

-5-
<PAGE> 9
(n) to determine the permissible methods of Stock Option
exercise and payment, including cashless exercise arrangements;

(o) to adopt, amend and rescind such rules and regulations as,
in its opinion, may be advisable in the administration of the Plan and to amend
or modify any Option Agreement accordingly; and

(p) to appoint and compensate agents, counsel, auditors or
other specialists to aid it in the discharge of its duties.

The Committee will have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it may,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any Stock Option issued under the Plan (and any Option Agreement) and
to otherwise supervise the administration of the Plan. The Committee's policies
and procedures may differ with respect to Stock Options granted at different
times.

Any determination made by the Committee pursuant to the provisions of
the Plan will be made in its sole discretion, and in the case of any
determination relating to a Stock Option, may be made at the time of the grant
of the Stock Option or, unless in contravention of any express term of the Plan
or an Option Agreement, at any time thereafter. All decisions made by the
Committee pursuant to the provisions of the Plan will be final and binding on
all persons, including the Company and Participants. No determination will be
subject to de novo review if challenged in court.

ARTICLE IV

STOCK SUBJECT TO PLAN

4.1 Number of Shares. Subject to the adjustment under Section 4.6, the
total number of shares of Common Stock reserved and available for distribution
pursuant to Stock Options under the Plan will be 150,000 shares of Common Stock
authorized for issuance on the Effective Date. Such shares may consist, in whole
or in part, of authorized and unissued shares or treasury shares.

4.2 Release of Shares. If any shares of Common Stock that have been
optioned cease to be subject to a Stock Option, if any shares of Common Stock
that are subject to any Stock Option are forfeited or if any Stock Option
otherwise terminates without issuance of shares of Common Stock being made to
the Participant, such shares, in the discretion of the Committee, may again be
available for distribution in connection with Stock Options under the Plan.

-6-
<PAGE> 10
4.3 Restrictions on Shares. Shares of Common Stock issued upon exercise
of a Stock Option will be subject to the terms and conditions specified herein
and to such other terms, conditions and restrictions as the Committee in its
discretion may determine or provide in the Option Agreement. The Company will
not be required to issue or deliver any certificates for shares of Common Stock,
cash or other property prior to the satisfaction of any applicable withholding
obligation in order for the Company or an Affiliate to obtain a deduction with
respect to the exercise of a Stock Option. The Company may cause any certificate
for any share of Common Stock to be delivered to be properly marked with a
legend or other notation reflecting the limitations on transfer of such Common
Stock as provided in this Plan or as the Committee may otherwise require. The
Committee may require any person exercising a Stock Option to make such
representations and furnish such information as it may consider appropriate in
connection with the issuance or delivery of the shares of Common Stock in
compliance with applicable law or otherwise. Fractional shares will not be
delivered, but will be rounded to the next lower whole number of shares.

4.4 Stockholder Rights. No Person will have any rights of a stockholder
as to shares of Common Stock subject to a Stock Option until, after proper
exercise of the Stock Option or other action required, such shares have been
recorded on the Company's official stockholder records as having been issued or
transferred. Upon exercise of the Stock Option or any portion thereof, the
Company will have thirty (30) days in which to issue the shares, and the
Participant will not be treated as a stockholder for any purpose whatsoever
prior to such issuance. No adjustment will be made for cash dividends or other
rights for which the record date is prior to the date such shares are recorded
as issued or transferred in the Company's official stockholder records, except
as provided herein or in an Option Agreement.

4.5 Anti-Dilution. In the event of any Company stock dividend, stock
split, combination or exchange of shares, recapitalization or other change in
the capital structure of the Company, corporate separation or division of the
Company (including, but not limited to, a split-up, spin-off, split-off or
distribution to Company stockholders other than a normal cash dividend), sale by
the Company of all or a substantial portion of its assets (measured on either a
stand-alone or consolidated basis), reorganization, a partial or complete
liquidation, or any other corporate transaction or event involving the Company
and having an effect similar to any of the foregoing, then the Committee may in
its discretion adjust or substitute, as the case may be, the number of shares of
Common Stock available for Stock Options under the Plan, the number of shares of
Common Stock covered by outstanding Stock Options, the exercise price per share
of outstanding Stock Options, and any other characteristics or terms of the
Stock Options as the Committee deems necessary or appropriate to reflect
equitably the effects of such changes to the Participants; provided, however,
that any fractional shares resulting from such adjustment will be eliminated by
rounding to the next lower whole number of shares with appropriate payment for
such fractional share as will reasonably be determined by the Committee.

In the event of a consolidation or merger or sale of all or
substantially all of the assets of the Company in which outstanding shares of
Common Stock are exchanged for securities, cash

-7-
<PAGE> 11
or other property of any other corporation or business entity (the
"Acquisition"), or in the event of a liquidation of the Company, the Board or
the board of directors of any corporation assuming the obligations of the
Company may, in its discretion, take any one or more of the following actions as
to outstanding Stock Options: (i) provide that such Stock Options shall be
assumed, or substantially equivalent Stock Options shall be substituted, by the
acquiring or succeeding corporation (or an affiliate thereof) on such terms as
the Board determines to be appropriate, (ii) upon written notice to
Participants, provide that all unexercised vested Stock Options will terminate
immediately prior to the consummation of such transaction unless exercised by
the Participant within a specified period following the date of such notice,
(iii) in the event of an Acquisition under the terms of which holders of the
Common Stock of the Company will receive upon consummation thereof a cash
payment for each share surrendered in the Acquisition (the "Acquisition Price"),
make or provide for a cash payment to Participants equal to the difference
between (A) the Acquisition Price times the number of shares of Common Stock
subject to vested outstanding Stock Options (to the extent then exercisable at
prices not in excess of the Acquisition Price) and (B) the aggregate exercise
price of all such outstanding vested Stock Options in exchange for the
termination of such Stock Options, and (iv) provide that all or any outstanding
Stock Options shall become exercisable or realizable in full prior to the
effective date of such Acquisition.

ARTICLE V

ELIGIBILITY

5.1 Eligibility. Except as herein provided, the Persons who will be
eligible to participate in the Plan and be granted Stock Options will those
Persons which are Independent Contractors and, if such Independent Contractors
are entities, to their stockholders, partners, members, joint venturers,
officers, or employees who are individuals and who provide the consulting,
advisory or other services to the Company or its Affiliates on behalf of the
Independent Contractor. Of those Persons described in the preceding sentence,
the Committee may, from time to time, select Persons to be granted Stock Options
and determine the terms and conditions with respect thereto. In making any such
selection and in determining the form of the Stock Option, the Committee may
give consideration to such factors deemed relevant by the Committee.

ARTICLE VI

GRANT OF STOCK OPTIONS

6.1 General. The Committee will have authority to grant Options under
the Plan at any time or from time to time. Stock Options granted under this Plan
shall be Non-Qualified

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<PAGE> 12
Stock Options. An Option will entitle the Participant to receive shares of
Common Stock upon exercise of such Option, subject to the Participant's
satisfaction in full of any conditions, restrictions or limitations imposed in
accordance with the Plan or an Option Agreement (the terms and provisions of
which may differ from other Option Agreements) including without limitation,
payment of the Option Price.

6.2 Grant and Exercise. The grant of a Stock Option will occur as of
the date the Committee determines. Each Option granted under this Plan will be
evidenced by an Option Agreement, in a form approved by the Committee, which
will embody the terms and conditions of such Option and which will be subject to
the express terms and conditions set forth in the Plan. Such Option Agreement
will become effective upon execution by the Participant. No Stock Options shall
be granted under this Plan after the tenth anniversary of the Effective Date of
this Plan.

6.3 Terms and Conditions. Stock Options will be subject to such terms
and conditions as will be determined by the Committee, including the following:

(a) Option Period. The Option Period of each Stock Option will
be fixed by the Committee; provided that no Stock Option will be
exercisable more than 10 years after the Grant Date.

(b) Option Price. The Option Price per share of the Common
Stock purchasable under an Option will be not less than the Fair Market
Value per share on the Grant Date.

(c) Exercisability. Stock Options will vest and become
exercisable over such period and on such vesting schedule as the
Committee may determine beginning on the first anniversary of the Grant
Date, and on each subsequent anniversary thereafter until fully vested
and exercisable. The Committee may, in its discretion, accelerate at
any time the exercisability of any Stock Option.

(d) Method of Exercise. Subject to the provisions of this
Article VI, a Participant may exercise vested Stock Options, in whole
or in part, at any time during the Option Period by the Participant's
giving written notice of exercise on a form provided by the Committee
(if available) to the Company specifying the number of shares of Common
Stock subject to the Stock Option to be purchased. Such notice will be
accompanied by payment in full of the purchase price by cash or check
or such other form of payment as the Company may accept. If approved by
the Committee, payment in full or in part may also be made (i) by
delivering Common Stock already owned by the Participant having a total
Fair Market Value on the date of such delivery equal to the Option
Price; (ii) by authorizing the Company to retain shares of Common Stock
which would otherwise be issuable upon exercise of the Option having a
total Fair Market Value on the date of delivery equal to the Option
Price; (iii) by the delivery of cash by a broker-

-9-
<PAGE> 13
dealer to whom the Participant has submitted a notice of exercise (in
accordance with Part 220, Chapter II, Title 12 of the Code of Federal
Regulations, so-called "cashless" exercise); or (iv) by any combination
of the foregoing. No shares of Common Stock will be issued until full
payment therefor has been made.

(e) Transferability of Options. The Committee, in its sole
discretion, may permit Stock Options granted to an individual
Participant to be transferred during the Participant's lifetime or
existence, subject to such conditions and limitations as the Committee
deems reasonable and proper, including transfers pursuant to a domestic
relations order which would be a "qualified domestic relations order"
as defined in Section 414(p) of the Code.

6.4 Exercise Upon Death. Unless otherwise provided in an Option
Agreement or determined by the Committee, if an individual Participant dies, any
unexpired and unexercised Stock Option held by such Participant will thereafter
be fully exercisable for a period of 90 days following the date of the
appointment of a Representative (or such other period or no period as the
Committee may specify) or until the expiration of the Option Period, whichever
period is the shorter.

6.5 Other Termination. Unless otherwise provided in an Option Agreement
or determined by the Committee, if there occurs a Termination with respect to a
Participant (but is not due to an event described in the immediately following
sentence), any Stock Option held by such Participant will thereupon terminate,
except that such Stock Option, to the extent then exercisable, may be exercised
for the lesser of (a) the 30-day period commencing with the date of such
Termination, or (b) until the expiration of the Option Period. If there occurs a
Termination with respect to a Participant due to Cause or if the Participant or
the Independent Contractor in which the Participant has an ownership interest
becomes bankrupt or insolvent or makes an assignment for the benefit of
creditors, the Option will terminate on the date of the Termination. The death
of a Participant after a Termination otherwise provided herein will not extend
the time permitted to exercise an Option.

6.6 Cashing Out of Option. Unless otherwise provided in the Option
Agreement, on receipt of written notice of exercise, the Committee may elect to
cash out all or part of the portion of any Stock Option to be exercised by
paying the Participant an amount, in cash or Common Stock, equal to the excess
of the Fair Market Value of the Common Stock that is subject to the Option over
the Option Price times the number of shares of Common Stock subject to the
Option on the effective date of such cash out.

ARTICLE VII

PROVISIONS APPLICABLE TO STOCK ACQUIRED UNDER THE PLAN

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<PAGE> 14
7.1 Transfer of Shares. Subject to the restriction in any Option
Agreement or any other transfer restriction contained in any agreement between a
Participant and the Company, a Participant may at any time make a transfer of
shares of Common Stock received pursuant to the exercise of a Stock Option. Any
transfer of shares received pursuant to the exercise of a Stock Option will not
be permitted or valid unless and until the transferee agrees to be bound by the
provisions of the Plan, and any provision respecting Common Stock under the
Option Agreement.

7.2 Limited Transfer During Offering. If there is an effective
registration statement under the Securities Act pursuant to which shares of
Common Stock are offered for sale in an underwritten offering, a Participant may
not, during the period requested by the underwriters managing the registered
public offering, effect any public sale or distribution of shares received
directly or indirectly pursuant to an exercise of a Stock Option.

ARTICLE VIII

MISCELLANEOUS

8.1 Amendments and Termination. The Board may amend, alter, or
discontinue the Plan at any time, but no amendment, alteration or
discontinuation may be made which would (a) impair the rights of a Participant
under a Stock Option theretofore granted without the Participant's consent
except such an amendment made to cause the Plan to qualify for an exemption
provided by the Exchange Act or the rules promulgated thereunder. In addition,
no such amendment may be made without the approval of the Company's stockholders
to the extent such approval is required by law or agreement.

The Committee may amend the terms of any Stock Option theretofore
granted, prospectively or retroactively, but no such amendment may impair the
rights of any Participant without the Participant's consent, except such an
amendment made to cause the Plan or Stock Option to qualify for the exemption
provided by Rule 16b-3. The Committee may also substitute new Stock Options for
previously granted Stock Options, including previously granted Stock Options
having higher Option Prices but no such substitution may be made which would
impair the rights of the Participant under such Stock Options theretofore
granted without the Participant's consent.

Subject to the above provisions, the Board will have authority to amend
the Plan to take into account changes in law and tax and accounting rules, as
well as other developments, and to grant Stock Options which qualify for
beneficial treatment under such rules without stockholder approval.

8.2 General Provisions.

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<PAGE> 15
(a) Representation. The Committee may require each person
purchasing or receiving shares pursuant to a Stock Option to represent
to and agree with the Company in writing that such person is acquiring
the shares without a view to the distribution thereof. The certificates
for such shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer.

(b) No Additional Obligation. Nothing in the Plan will prevent
the Company or an Affiliate from adopting other or additional
compensation arrangements for its Independent Contractors or their
owners.

(c) Withholding. If the relationship between the Participant
and the Company is such that the exercise of a Stock Option will result
in the requirement that the Company withhold income tax in respect of
the exercise, then no later than the date as of which an amount first
becomes includable in the gross income of the Participant for income
tax purposes with respect to any Stock Option, the Participant will pay
to the Company (or other entity identified by the Committee), or make
arrangements satisfactory to the Company or other entity identified by
the Committee regarding the payment of, any Federal, state, local or
foreign taxes of any kind required by law to be withheld with respect
to such Stock Option or exercise thereof. Unless otherwise determined
by the Committee, withholding obligations may be settled with Common
Stock, including Common Stock that is part of the Stock Option that
gives rise to the withholding requirement, provided that any applicable
requirements under Section 16 of the Exchange Act are satisfied. The
obligations of the Company under the Plan, will be conditional on such
payment or arrangements, and the Company and its Affiliates will, to
the extent permitted by law, have the right to deduct any such taxes
from any payment otherwise due to the Participant.

(d) Representation. The Committee will establish such
procedures as it deems appropriate for a Participant to designate a
Representative to whom any amounts payable in the event of the
Participant's death are to be paid.

(e) Controlling Law. The Plan and all Stock Options made and
actions taken thereunder will be governed by and construed in
accordance with the laws of the State of Delaware (other than its law
respecting choice of law) except to the extent the General Corporation
Law of the State of Delaware would be mandatorily applicable. The Plan
will be construed to comply with all applicable law and to avoid
liability to the Company, an Affiliate or a Participant, including,
without limitation, liability under Section 16(b) of the Exchange Act.

(f) Offset. Any amounts owed to the Company or an Affiliate by
the Participant of whatever nature may be offset by the Company from
the value of any shares of Common Stock, cash or other thing of value
under this Plan or an Option Agreement to be transferred to the
Participant, and no shares of Common Stock or other

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<PAGE> 16
thing of value under this Plan or an Option Agreement will be
transferred unless and until all disputes between the Company and the
Participant have been fully and finally resolved and the Participant
has waived all claims to such against the Company or an Affiliate.

8.3 Rights with Respect to Continuance of Distribution Agreement.
Nothing in this Plan will be deemed to alter the relationship between the
Company or an Affiliate and a Participant, or the contractual relationship
between a Participant and the Company or an Affiliate if there is a Distribution
Agreement regarding such relationship. Nothing in this Plan will be construed to
constitute a contract to appoint or continue to maintain a Independent
Contractorship arrangement or agreement between the Company or an Affiliate and
a Participant. The Company or an Affiliate and each of the Participants continue
to have the right to terminate the Independent Contractorship relationship at
any time for any reason, except as provided in a Distribution Agreement. There
will be no inference as to the length of a Independent Contractorship
relationship hereby, and the Company or an Affiliate reserves the same rights to
terminate the Participant or the Participant's Independent Contractor as
provided in the Distribution Agreement.

8.4 Delay. If at the time a Participant incurs a Termination (other
than due to Cause), the Participant is subject to "short-swing" liability under
Section 16 of the Exchange Act, any time period provided for under the Plan or
an Option Agreement to the extent necessary to avoid the imposition of liability
will be suspended and delayed during the period the Participant would be subject
to such liability, but not more than six months and one day and not to exceed
the Option Period as provided in the Option Agreement. The Company will have the
right to suspend or delay any time period described in the Plan or an Option
Agreement if the Committee determines that the action may constitute a violation
of any law or result in liability under any law to the Company, an Affiliate or
a stockholder of the Company until such time as the action required or permitted
will not constitute a violation of law or result in liability to the Company, an
Affiliate or a stockholder of the Company. The Committee will have the
discretion to suspend the application of the provisions of the Plan required
solely to comply with Rule 16b-3 if the Committee determines that Rule 16b-3
does not apply to the Plan.

8.5 Headings. The headings in this Plan are for reference purposes only
and will not affect the meaning or interpretation of this Plan.

8.6 Severability. If any provision of this Plan is for any reason held
to be invalid or unenforceable, such invalidity or unenforceability will not
affect any other provision of this Plan, and this Plan will be construed as if
such invalid or unenforceable provision were omitted.

8.7 Successors and Assigns. This Plan will inure to the benefit of and
be binding upon each successor and assign of the Company. All obligations
imposed upon a Participant, and all rights granted to the Company hereunder,
will be binding upon the Participant's heirs, legal representatives and
successors.

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<PAGE> 17
8.8 Effectiveness of Plan and Stock Option Grants. This Plan and the
Stock Options granted hereunder are subject to approval of the Plan by the
stockholders of the Company. If the Plan has not been approved within twelve
(12) months of the adoption of the Plan by the Company's Board of Directors by
holders of a majority of the stock entitled to vote at a meeting of such
stockholders or by an action of the stockholders taken in accordance with the
General Corporation Law of the State of Delaware, the Plan and all Stock Options
previously granted thereunder shall be null and void.

Adopted by the Board of Directors on ____________, 1999

Approved by the written consent of the Stockholders of the Company on
____________, 1999

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<PAGE> 1
EXHIBIT 23.1

CONSENT OF PEDERSEN & HOUPT, P.C.

Pedersen & Houpt, P.C. hereby consents to all references made to it in the
Registration Statement on Form S-1 of America's Home Page, Inc., as filed with
the Securities and Exchange Commission on May , 1999.

/s/ Pedersen & Houpt, P.C.

Pedersen & Houpt, P.C.
Chicago, Illinois
May 11, 1999

<PAGE> 1
EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the use of our report dated May 5, 1999 in the Registration
Statement (Form S-1) and related Prospectus of America's Home Page, Inc. for the
registration of 3,248,750 shares of its common stock and 300,000,000 warrants to
purchase 10,000,000 additional shares of its common stock.

/s/ Ernst & Young LLP

Phoenix, Arizona
May 5, 1999

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 1-MO
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> MAR-16-1999
<PERIOD-END> MAR-31-1999
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0
0
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</TABLE>