INTELLIGENT LIFE CORP, S-1/A, 1999-04-16

INTELLIGENT LIFE CORP
S-1/A, 1999-04-16
BUSINESS SERVICES, NEC

Previous: BILTMORE GROUP OF LOUISIANA LLC, SB-2/A, 1999-04-16

Next: EQUISTAR CHEMICALS LP, S-4, 1999-04-16

<PAGE>

As filed with the Securities and Exchange Commission on April 15, 1999

Registration No. 333-74291
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------

Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
INTELLIGENT LIFE CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Florida 7375 65-0423422
(State or other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification Number)
Incorporation or Classification Code
Organization) Number)
---------------
11811 U.S. Highway One, Suite 101
North Palm Beach, Florida 33408
(561) 627-7330
(Address, Including Zip Code and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
---------------
William P. Anderson, III
President and Chief Executive Officer
Intelligent Life Corporation
11811 U.S. Highway One, Suite 101
North Palm Beach, Florida 33408
(561) 630-1200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
---------------
Copies to:
John F. Sandy Smith, Esq. Kevin Keogh, Esq.
Grant W. Collingsworth, Esq. White & Case LLP
Morris, Manning & Martin, L.L.P. 1155 Avenue of the Americas
1600 Atlanta Financial Center New York, New York 10036-2787
3343 Peachtree Road, N.E. (212) 819-8200
Atlanta, Georgia 30326
(404) 233-7000
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") please check the following box. [_]

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

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

If this form is a post-effective amendment filed pursuant to Rule 462(d)
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 Maximum
Maximum Aggregate Amount of
Title of Each Class of Securities Amount Offering Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4,025,000
Common Stock, $0.01par value............ Shares $13 $52,325,000 $14,547(3)
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(1) Includes 525,000 shares subject to the underwriters' over-allotment option.

(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.

(3) Includes $12,788 previously paid.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

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

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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 we are not soliciting offers to buy these +
+securities, in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED , 1999

PROSPECTUS

3,500,000 Shares

[COMPANY LOGO]

Common Stock

-----------

Intelligent Life Corporation is the leading provider of independent and
objective research regarding consumer banking and credit products. We are also
a significant publisher of original editorial content relating to personal
finance matters. We provide this information through our internet sites
Bankrate.com, theWhiz.com, Consejero.com and CPNet.com and in print through
Bank Rate Monitor and Consumer Mortgage Guide.

[LOGO] [LOGO] [LOGO] [LOGO]

This is our initial public offering. We anticipate that the initial public
offering price will be between $11 and $13 per share. We have applied to list
the common stock on the Nasdaq National Market under the symbol "ILIF."

-----------

See "Risk Factors" beginning on page 7 for a discussion of material factors
that you should consider before you invest in the common stock being sold with
this prospectus.

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.

-----------

<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Public Offering Price........................................... $ $
Underwriting Discounts and Commissions.......................... $ $
Proceeds to Intelligent Life Corporation........................ $ $
</TABLE>

The underwriters may purchase up to an additional 525,000 shares of common
stock from Intelligent Life Corporation at the public price less underwriting
discounts solely to cover over-allotments.

The underwriters are severally underwriting the shares being offered. The
underwriters are offering the shares when, as and if delivered to and accepted
by them, subject to various prior conditions, including their right to reject
orders in whole or in part. The underwriters expect to deliver the shares
against payment in New York, New York on , 1999.

ING Baring Furman Selz LLC Warburg Dillon Read LLC

Online distribution by

E*TRADE Securities

-----------

This prospectus is dated , 1999.
<PAGE>

[Artwork]

[Heading of first page of artwork is entitled: "bankrate.com is Intelligent
Life's flagship site." Contains fifteen screenshots of the Company's web
sites. There is wording outside of the screenshots that describes the
screenshots and provides certain information about the Company. The
descriptions are as follows: "Our home page combines news, features and
overnight averages on the most popular yields and rates. Links lead to topical
home pages with more in depth information"; "Our extensive data includes a
credit card database with 7,000 entries accessed by a search engine";
"bankrate.com surveys 100 banks thrifts and credit unions to track online
banking fees"; "Articles and background information supplement surveys"; "A
proprietary bank rating system keeps readers informed about financial strength
of banks"; "Rate and news links lead to a topical home page, a search page and
then to a listing of the rates in a specified market"; "'How to' information
promotes money management skills"; "Co-branded partners include many leading
online information"; and "Bank Rate Monitor en espanol provides our banking
and credit research and editorial information for Spanish speakers."]

[Heading of second page of artwork is entitled: "Consejero.com targets a
Spanish-speaking audience." Page contains six screenshots of the Company's web
sites. There is wording outside of the screenshots that provides a description
of the screenshot and provides certain information about the Company. The
descriptions are as follows: "Consejero.com reaches a worldwide Spanish-
speaking audience with news and financial information"; "Consejero.com
includes stories from Spain, major Latin American countries, and the U.S."; "
"'What better way to see what's going on at your friends' schools than by
reading their campus newspapers? This site links to the best.' Yahoo! Internet
Life Magazine, September 1997"; and "In partnership with college newspapers,
CPNet helps students get a good start in life. The site debuted in September
1995, and is now a leading index of online student newspapers."]

[Heading of third page of artwork is entitled: "Intelligent Life examines
personal finance." Contains five screenshots of the Company's web sites. There
is wording outside of the screenshots that describes the screenshots and
provides certain information about the Company. The descriptions are as
follows: "Intelligent Life, the leading provider of research regarding
consumer banking and credit products, offers original online editorial content
relating to personal finance issues"; "bankrate.com attracts consumers who are
more affluent"; "Mortgage rates and news are the most popular destinations";
"State averages arm borrowers with information to locate the best rate";
"theWhiz.com contains financial advice to help the average person manage her
life"; "theWhiz.com contains financial advice to help the average person
manage her life"; "Finding and keeping a job is the foundation for a good
financial future"; and "The cost of life provides a humorous and entertaining
look at everyday purchases...."

<PAGE>

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed
information and financial statements and notes thereto appearing elsewhere in
this prospectus. Immediately prior to completion of this offering, all
outstanding shares of our Series A Preferred Stock and Series B Preferred Stock
will be converted into shares of common stock. All information contained in
this Prospectus gives effect to this conversion. The information in this
Prospectus assumes that the underwriter's over-allotment option will not be
exercised. See "Description of Capital Stock" on page 48 and "Underwriting" on
page 53.

The Company

Overview

.mortgage and home equity loans;

.credit cards;

.automobile loans;

.checking accounts;

.ATM fees; and

.yields on savings instruments.

We are currently using the resources of Bankrate.com to create new online
publications that provide personal finance information to additional targeted
audiences. These publications include:

. theWhiz.com, which targets an audience that is younger, more female and
more ethnically diverse than typical personal finance publications;

.Consejero.com, which targets a Spanish-speaking audience;

.CPNet.com, which targets the college market; and

.Garzarelli.com, a subscription-based service.

The "Business and Finance Report" compiled by Media Metrix, Inc. for the
quarter ended December 31, 1998 indicated that we had 1.3 million unique
visitors, compared to 1.1 million for the quarter ended September 30, 1998.
Unique visitors are the number of different web users that visited our sites
over the course of the reporting period.

3
<PAGE>

Our Opportunity

We believe many purchasers of financial products and services are relatively
uninformed with respect to these products and services and often rely upon
personal relationships when making such purchases. As the sale of many of these
products and services moves to the web, where there is little personal contact,
we believe that consumers will seek sources of independent, objective
information such as Bankrate.com to facilitate and support their buying
decisions. Additionally, we believe that as consumers are becoming more
proactive managers of their financial affairs, there is an increasing demand
for financial information from a larger proportion of the population concerning
a broader range of financial issues than in the past. Our publications are
targeted to fulfill the market need for personal and consumer finance
information.

We use our comparative data regarding financial products and related
editorial content to create a unique web-based service designed to enable our
audience to keep abreast of personal finance developments and better manage
their financial affairs. As a result, we believe we can assemble a loyal base
of users made up of targeted audiences that are attractive to advertisers.

Strategy

Our objective is to create a series of online publications that are trusted
sources of editorial content for consumers in the area of personal finance.
Elements of our strategy include:

.Increase Awareness of Our Publications;

.Expand Existing Publications;

.Grow Distribution Relationships;

.Add New Publications; and

.Provide High Value Added Solutions to Advertisers.

Background

Intelligent Life commenced internet operations in 1995. In 1997, following
the hiring of William P. Anderson, III, our President and Chief Executive
Officer, our online activities became our principal focus. Mr. Anderson was
formerly the Chief Financial Officer of H&R Block, Inc. and President and Chief
Executive Officer of Block Financial Corporation, a subsidiary of H&R Block,
Inc., engaged in consumer lending, software and online financial service
delivery. Since commencing online operations, we have developed substantial
online business capabilities, and now create and host a significant number of
web sites and sell and deliver advertising relating to all of these sites. As a
result of having developed this infrastructure, we believe we are well-
positioned to grow our business. Our focus on online activities has resulted in
a corresponding growth in online publishing revenue.

[graph]

Mar 31, Jun 30, Sep 30, Dec 31, Mar 31,
1998 1998 1998 1998 1999
------- ------- ------- ------- -------
Publishing Revenue 328 446 817 992 1369

In connection with our growth, we incurred net losses of approximately
$2,782,000, $956,000 and $672,000 for the years ended June 30, 1998, 1997 and
1996 and a net loss of $2,095,000 for the six months ended December 31, 1998.

Intelligent Life was incorporated in Florida in 1993 and acquired the assets
of its predecessor at that time. Our principal executive office is located at
11811 U.S. Highway One, Suite 101, North Palm Beach, Florida 33408 and our
telephone number is (561) 627-7330.

4
<PAGE>

The Offering

<TABLE>
<S> <C>
Common stock offered by
Intelligent Life............... 3,500,000 shares
Common stock outstanding after
this offering.................. 13,440,988 shares
Use of proceeds................. For expansion of our business, including
marketing and promotional expenditures,
investment in editorial and content
production resources, and possible future
acquisitions, and for general corporate
purposes, including working capital. See "Use
of Proceeds" on page 14.
Proposed Nasdaq Stock Market
symbol......................... ILIF
</TABLE>

The common stock outstanding after this offering (1) excludes (a) 787,500
shares of common stock issuable upon the exercise of options outstanding at
April 15, 1999, at a weighted average exercise price of $2.50 per share and
72,500 shares of common stock options to be granted upon completion of this
offering with an exercise price equal to the initial public offering price;
and, (b) 525,000 shares of common stock that may be sold by Intelligent Life
pursuant to the Underwriters' over-allotment option, and (2) includes (a)
shares of common stock issuable upon the automatic conversion of all Series A
and Series B Preferred Stock outstanding at December 31, 1998 upon completion
of the offering; (b) shares of common stock issuable upon the automatic
conversion of Series B Preferred Stock that was issued on April 9, 1999 upon
conversion of a promissory note issued by Intelligent Life on March 9, 1999 for
$1 million; and (c) 189,238 shares of common stock resulting from the
reclassification of redeemable common stock upon cancellation of the put right
associated with such shares and upon forgiveness of a promissory note issued in
consideration for 454,170 shares of redeemable common stock (264,932 shares of
stock were reacquired). See "Management--Stock Option and Other Compensation
Plans" on page 44.

5
<PAGE>

Summary Financial and Operating Data

<TABLE>
<CAPTION>
Six Months
Year Ended June 30, Ended December 31,
---------------------------------- ----------------------------
1996 1997 1998 1997 1998
---------- ---------- ---------- ------------- -------------
in thousands, except share in thousands, except share
and per share data and per share data
<S> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Online publishing
revenue................ $ 70 $ 485 $ 1,282 $ 508 $ 1,809
Print publishing and
licensing revenue...... 1,558 2,058 2,559 1,180 1,660
---------- ---------- ---------- ------------- -------------
Total revenue.......... 1,628 2,543 3,841 1,688 3,469
Loss from operations.... (619) (879) (2,828) (939) (2,287)
Net loss................ (672) (956) (2,782) (904) (2,095)
Conversion of
nonredeemable
convertible series A
preferred stock to
redeemable............. -- -- -- -- (4,438)
Net Loss applicable to
common stock........... (672) (956) (2,782) (904) (6,533)
Basic and diluted net
loss per share......... $ (0.13) $ (0.20) $ (0.72) $ (0.24) $ (1.63)
Weighted average shares
outstanding used in
basic and diluted per
share calculation(1)... 5,000,000 4,743,590 3,846,200 3,846,200 4,018,700
</TABLE>

<TABLE>
<CAPTION>
As of
December 31, 1998
--------------------------------------
in thousands
Pro forma
Actual Pro forma (2) As Adjusted(3)
-------- ------------- --------------
<S> <C> <C> <C>
Balance Sheet Data:
Cash and cash
equivalents............ $ 1,633 $2,633 $40,923
Working capital......... 658 1,658 39,948
Total assets............ 3,099 4,099 42,389
Long-term liabilities... 263 263 263
Redeemable convertible
preferred stock........ 12,198 -- --
Total stockholders'
equity (deficit)....... (10,985) 2,213 40,503
</TABLE>
- --------

(1) Weighted average shares outstanding do not include outstanding stock
options, redeemable common stock and convertible preferred stock because
such securities are anti-dilutive for each of the periods presented.

(2) This column includes the impact of (a) the issuance of 5,359,350 shares of
common stock issuable upon conversion of all Series A and Series B
Preferred Stock outstanding at December 31, 1998 to common stock upon
completion of the offering; (b) the issuance of 339,200 shares of common
stock issuable upon automatic conversion of Series B Preferred Stock that
was issued on April 9, 1999 upon conversion of a promissory note issued by
Intelligent Life on March 9, 1999 for $1 million; and (c) the
reclassification of 189,238 shares of common stock reclassified from
redeemable common stock upon cancellation of the put right associated with
such shares and upon forgiveness of a promissory note issued in
consideration for 454,170 shares of redeemable common stock (264,932 shares
of stock were reacquired).

(3) This column contains pro forma balance sheet data that has been adjusted to
give effect to the sale by Intelligent Life of the 3,500,000 shares of
common stock offered hereby at an assumed initial public offering price of
$12 per share and the receipt of the estimated net proceeds therefrom. See
"Use of Proceeds" on page 14 and "Capitalization" on page 15.

6
<PAGE>

RISK FACTORS

An investment in our common stock involves a high degree of risk. In
addition to the other information in this prospectus, you should carefully read
and consider the following risk factors before investing in our common stock.

We Have a History of Losses

We incurred net losses of approximately $2,782,000, $956,000 and $672,000
for the years ended June 30, 1998, 1997 and 1996 and a net loss of $2,095,000
for the six months ended December 31, 1998. We had an accumulated deficit of
approximately $10,745,000 as of December 31, 1998. We anticipate that we may
incur operating losses in the future due to a high level of planned
expenditures. Although our revenue has grown rapidly in recent periods, such
growth may not continue and may not lead to profitability.

Our Success Depends Upon Internet Advertising Revenue

We expect to derive more than half of our revenues for the foreseeable
future through the sale of advertising space on our internet web pages. Any
factors that limit the amount advertisers are willing to spend on advertising
on our web sites could have a material adverse effect on our business. These
factors may include:

. lack of standards for measuring web site traffic or effectiveness of web
site advertising;

. lack of established pricing models for internet advertising;

. failure of traditional media advertisers to adopt internet advertising;

. introduction of alternative advertising sources; and

. lack of significant growth in web site traffic.

The internet is a new medium for advertising and its effectiveness is
unproven. Demonstrating the effectiveness of advertising on our web sites is
key to our success in generating advertising revenue. Currently, there are no
widely accepted standards to measure the effectiveness of internet advertising,
and we cannot be certain that such standards will develop sufficiently to
support our growth through internet advertising.

Currently, a number of different pricing models are used to sell advertising
on the internet. Pricing models are typically either CPM-based (cost per
thousand) or performance-based. We predominantly utilize the CPM model, which
is based upon the number of advertisement impressions. The performance-based,
or per click, model is payable on each individual click even though it may take
multiple advertisement impressions to generate one click. We cannot predict
which pricing model, if any, will emerge as the industry standard. Therefore,
it is difficult for us to project our future advertising rates and revenues.
For instance, banner advertising, which is currently our primary source of
online revenue, may not be an effective advertising method in the future. If we
are unable to adapt to new forms of internet advertising and pricing models,
our business could be adversely affected.

Financial services companies account for a majority of our advertising
revenues. We will need to sell advertising to customers outside of the
financial services industry in order to significantly increase our revenues. To
date, relatively few advertisers from industries other than the technology and
financial services industries have devoted a significant portion of their
advertising budgets to internet advertising. If we do not attract advertisers
from other industries, our business could be adversely affected.

Our Success Depends Upon Interest Rate Activity and Mortgage Refinancing

Approximately 90% and 75% of our advertisement views and page views,
respectively, are attributable to the Bankrate.com site. Given the profile of
the site's visitor traffic and its prominence as a leading source of interest
rate information, visitor traffic to this site increases with interest rate
movements and decreases with

7
<PAGE>

interest rate stability. Factors that have caused significant visitor
fluctuations in the past have been Federal Reserve actions and general market
conditions affecting home mortgage interest rates. Approximately 40% of visits
to Bankrate.com are to its mortgage pages. Accordingly, the level of traffic to
Bankrate.com is heavily dependent on interest rates and mortgage refinancing
activity. A slowdown in mortgage refinancings could have a material adverse
effect on our business.

We believe that as we continue to develop web sites of broader interest, the
percentage of overall site traffic seeking mortgage information will decline.
To accelerate the growth of traffic to our other sites, we are working with our
syndication partners to program web sites other than Bankrate.com more
intensively, and we are promoting these sites aggressively. We cannot assure
you that we will be successful in these efforts.

Our Success Depends Upon Establishing and Maintaining Distribution Arrangements

Our business strategy includes the distribution of our content through the
establishment of co-branded web pages with high-traffic business and personal
finance sections of online services and web sites, such as America Online,
Yahoo! and Money.com. A co-branded site is typically a custom version of
Bankrate.com with the graphical look and feel of the distribution partner and
the partner's navigation. Providing access to these co-branded web pages is a
significant part of the value we offer to our advertisers. We compete with
other internet content providers to maintain our current relationships with
distribution partners and establish new relationships. In addition, as we
expand our personal finance content, some of our distribution partners may
perceive us as a competitor. As a result, they may be unwilling to promote
distribution of our banking and credit content. We cannot assure you that our
distribution arrangements will attract a sufficient number of users to support
our current advertising model. In January 1999, 44% of our traffic originated
from co-branded sites. Our business could be adversely affected if we do not
establish and maintain distribution arrangements on favorable economic terms.

Our Success Depends Upon Increasing Brand Awareness of our Web Sites

Although Intelligent Life and its predecessors have been in business since
1976, we commenced our internet operations by introducing Bankrate.com in 1995.
Due to the limited operating history of our internet operations, it is
important that we develop brand awareness of our web sites in order for them to
be attractive to advertisers. The importance of our brand recognition will
increase as competition in the internet advertising market increases. As a
result, developing and maintaining awareness of our web sites by promoting our
brand names is critical to maintaining our growth. As competing web sites
become established on the internet, the cost of developing brand awareness
increases significantly.

Successfully promoting and positioning our web sites and brand names will
depend largely on the effectiveness of our marketing efforts and our ability to
develop favorable traffic patterns to our web sites. Therefore, we may need to
increase our financial commitment to creating and maintaining brand awareness
among users. We intend to use a portion of the proceeds of this offering to
increase our marketing efforts and promote our brand awareness. If we fail to
successfully promote our web sites and brand names or if we incur significant
expense in doing so, it could have a material adverse effect on our business.

Our Markets are Highly Competitive

We compete for internet advertising revenues with a number of finance-
related web sites, such as MarketWatch.com, CNNfn.com and Quicken.com, and
traditional publishers and distributors of personal finance content such as
MSNBC, CNN, Money Magazine and USA Today. In addition, new competitors may
easily enter this market as there are few barriers to entry. Many of our
existing competitors, as well as a number of potential new competitors, have
longer operating histories, greater name recognition, larger customer bases and
significantly greater financial, technical and marketing resources than us.
Many competitors, such as Quicken.com, also have complementary products or
services that drive traffic to their web sites. Increased

8
<PAGE>

competition could result in lower web site traffic, advertising rate
reductions, reduced margins or loss of market share, any of which would
adversely affect our business. We cannot be certain that we will be able to
compete successfully against current or future competitors.

Our Web Sites May Encounter Technical Problems and Service Interruptions

In the past, our web sites have experienced significant increases in traffic
in response to interest rate movements and other business or financial news
events. The number of our users has continued to increase over time, and we are
seeking to further increase our user base. As a result, our internet servers
must accommodate spikes in demand for our web pages in addition to potential
significant growth in traffic. Our web sites have in the past and may in the
future experience slower response times or fail to respond at all as a result
of increased traffic. These delays and interruptions resulting from failure to
maintain internet service connections to our site could frustrate users and
reduce our future web site traffic, which could have a material adverse effect
on our business.

All of our communications and network equipment is located at our corporate
headquarters in North Palm Beach, Florida. Any system failure at this location
could lead to interruptions or delays in service for our web sites, which could
have a material adverse effect on our business. Our operations are dependent
upon our ability to protect our systems against damage from fires, hurricanes,
earthquakes, power losses, telecommunications failures, break-ins, computer
viruses, hacker attacks and other events beyond our control. Although we
maintain business interruption insurance, it may not adequately compensate us
for losses that may occur due to failures of our systems.

We Rely on the Protection of Our Intellectual Property

Our intellectual property consists of the content of our web sites and print
publications. We rely on a combination of copyrights, trademarks, trade secret
laws and our user policy and restrictions on disclosure to protect our
intellectual property. We may also enter into confidentiality agreements with
our employees and consultants and seek to control access to and distribution of
our proprietary information. Despite these precautions, it may be possible for
other parties to copy or otherwise obtain and use the content of our web sites
or print publications without authorization. A failure to protect our
intellectual property in a meaningful manner could have a material adverse
effect on our business.

Because we license some of our data and content from other parties, we may
be exposed to infringement actions if such parties do not possess the
neccessary proprietary rights. Generally, we obtain representations as to the
origin and ownership of licensed content and obtain indemnification to cover
any breach of any such representations. However, such representations may not
be accurate and such indemnification may not be sufficient to provide adequate
compensation for any breach of such representations.

Any future infringement or other claims or prosecutions related to our
intellectual property could have a material adverse effect on our business. Any
such claims, with or without merit, could be time-consuming, result in costly
litigation and diversion of technical and management personnel or require us to
introduce new content or trademarks, develop new technology or enter into
royalty or licensing agreements. Such royalty or licensing agreements, if
required, may not be available on acceptable terms, if at all.

We May Face Liability for Information on our Web Sites

Much of the information published on our web sites relates to the
competitiveness of financial institutions' rates, products and services. We may
be subjected to claims for defamation, negligence, copyright or trademark
infringement or other theories relating to the information we publish on our
web sites. These types of claims

9
<PAGE>

have been brought, sometimes successfully, against online services as well as
print publications. Our insurance may not adequately protect us against these
types of claims.

Future Government Regulation of the Internet is Uncertain and Subject to Change

As internet commerce continues to evolve, increasing regulation by federal
or state agencies or foreign governments may occur. Such regulation is likely
in the areas of user privacy, pricing, content and quality of products and
services. Additionally, taxation of internet use or electronic commerce
transactions may be imposed. Any regulation imposing fees for internet use or
electronic commerce transactions could result in a decline in the use of the
internet and the viability of internet commerce, which could have a material
adverse effect on our business.

Our Ownership is Heavily Concentrated In Our Management

Our officers and directors will beneficially own approximately 68% of
Intelligent Life's outstanding common stock after this offering. Peter C.
Morse, our largest shareholder, will beneficially own approximately 41% of
Intelligent Life's outstanding common stock after this offering. As a result,
our officers and directors will be able to exercise control over all matters
requiring shareholder approval. In particular, these controlling shareholders
will have the ability to elect all of our directors and approve or disapprove
significant corporate transactions. This control could be used to prevent or
significantly delay another company or person from acquiring or merging with
us.

Our Rapid Growth May Strain Our Operations

Since we began our internet operations in 1995, we have expanded our
operations significantly, and we intend to continue to do so. Our future
expansion may place a significant strain on our management. To manage the
expected growth of our operations and personnel, we must expand and improve our
existing management, operational and financial systems. If we fail to expand
and improve these systems in a timely manner, this failure could have a
material adverse effect on our business.

We Have New Managers in Key Positions

We have recently added key managerial, technical and operations personnel.
For example, our President and Chief Executive Officer was hired in 1997, our
Senior Vice President--Administration was hired in 1998, and our Senior Vice
President--Marketing was hired in 1999. We are also significantly increasing
our employee base. These new personnel must integrate themselves into our daily
operations and work effectively as a team in order for us to be successful. We
cannot be certain that this will occur in all instances.

Our Success Depends Upon Management and Key Employees

Our success depends largely upon retaining the continued services of our
executive officers and other key management and developing personnel as well as
hiring and training additional employees.We have a number of key employees on
whom we depend and who may be difficult to replace. In particular, we rely on
William P. Anderson, III, our President and Chief Executive Officer. All of our
employees are employed by the Vincam Group under an employee leasing contract.
This contract has a one-year term and there can be no assurance of its renewal.
In addition to William P. Anderson, III, such key employees include Sara
Campbell Taylor, Peter W. Minford, G. Cotter Cunningham and Robert DeFranco. A
failure to retain our current key employees or to hire enough qualified
employees to sustain our growth could have a material adverse effect on our
business.

Our Articles of Incorporation and Bylaws, as well as Florida Law, May Prevent
or Delay a Future Takeover

Our Articles of Incorporation and Bylaws may have the effect of delaying or
preventing a merger or acquisition, or making such a transaction less desirable
to a potential acquirer, even when shareholders may

10
<PAGE>

consider the acquisition or merger favorable. For example, our Articles of
Incorporation and Bylaws provide that:

. the board of directors has the authority, without shareholder approval,
to issue up to 10,000,000 shares of preferred stock and to determine the
rights (including voting rights) associated with such preferred stock
(which issuance may adversely affect the market price of the common stock
and the voting rights of the holders of common stock);

. the board of directors is classified and directors have three-year terms;

. cumulative voting for the election of directors is prohibited;

. approval by 66 2/3% of the shareholders is required for material
amendments to the Articles of Incorporation or Bylaws; and

. certain procedures must be followed before matters can be proposed by
shareholders for consideration at shareholder meetings.

Florida law also contains "control share acquisition" and "affiliate
transaction" provisions that may also delay, prevent, or discourage an
acquisition of or merger with Intelligent Life. See "Description of Capital
Stock--Material Provisions of Florida Law" on page 50.

We Have Broad Discretion in the Use of Proceeds from this Offering

The net proceeds from the sale of the common stock will become part of our
general working capital upon completion of this offering, and we may use these
funds in a variety of ways, including increasing our sales and marketing
activities, increasing our content development activities and pursuing
strategic acquisitions and partnerships. We will have considerable discretion
in the application of the net proceeds of this offering to these uses. In
addition, the timing of our use of the net proceeds will depend on a number of
factors, including the amount of our future revenues.

We May Encounter Difficulties with Future Acquisitions

A part of our business strategy is to acquire web sites and other content
providers that will be complementary to our current activities. Any
acquisitions may present a number of potential risks that could result in a
material adverse effect on our business. These risks include the following:

. failure to integrate the technical operations and personnel in a timely
and cost-effective manner;

. failure to retain key personnel of the acquired company; and

. assumption of unexpected material liabilities.

In addition, we cannot assure you that we will be able to identify suitable
acquisition candidates that are available for sale at reasonable prices. We may
finance future acquisitions using some or all of the proceeds of this offering.
We may also finance future acquisitions with debt financing, which would
increase our debt service requirements, or through the issuance of additional
common or preferred stock, which could result in dilution to our shareholders.
We cannot assure you that we will be able to arrange adequate financing on
acceptable terms.

Our Results of Operations May Fluctuate Significantly

Our results of operations may fluctuate significantly in the future as a
result of several factors, many of which are beyond our control. These factors
include:

. changes in fees paid by advertisers;

. traffic levels on our web sites, which can fluctuate significantly as a
result of financial news events;

. changes in the demand for internet products and services;

. changes in fee or revenue-sharing arrangements with our distribution
partners;

. our ability to enter into or renew key distribution agreements;

. the introduction of new internet advertising services by us or our
competitors;

11
<PAGE>

. changes in our capital or operating expenses as we expand our operations;
and

. general economic conditions.

Our future revenues and results of operations may be difficult to forecast
due to these factors. As a result, we believe that period-to-period comparisons
of our results of operations may not be meaningful, and you should not rely on
past periods as indicators of future performance. In future periods, our
results of operations may fall below the expectations of securities analysts
and investors, which could adversely affect the trading price of the common
stock.

Our Stock Price May be Volatile in the Future

We cannot predict whether a trading market for our common stock will develop
or how liquid that market might become. The initial public offering price for
our common stock has been determined by negotiations between us and ING Baring
Furman Selz LLC and may not be indicative of prices that will prevail in the
trading market. The stock prices and trading volume of internet-related
companies have been extremely volatile of late. Accordingly, our stock prices
after this offering may be volatile as well. In addition, in the past,
following periods of downward volatility in the market price of a company's
securities, it has often resulted in class action litigation against such
companies. Downward volatility of our stock prices could lead to class action
litigation resulting in substantial costs and a diversion of our management's
attention and resources.

Future Sales of Shares Eligible for Future Sale Could Adversely Affect Stock
Price in the Future

Sales of significant amounts of common stock in the public market after this
offering, or the perception that such sales may occur, could materially
adversely affect the market price of the common stock.

We will have 13,440,988 shares of common stock outstanding after this
offering. Of these shares, the 3,500,000 shares offered hereby will be eligible
for immediate sale in the public market without restriction, except shares
purchased by our "affiliates" within the meaning of Rule 144 under the
Securities Act.

The remaining 9,940,988 shares are held by existing stockholders and are
"restricted securities" within the meaning of Rule 144 under the Securities
Act. Restricted securities may be sold in the public market only if registered
or if the sale transaction qualifies for an exemption from registration under
the Securities Act. Our directors and officers and certain of our existing
stockholders have agreed that they will not sell, directly or indirectly, any
common stock without the prior consent of ING Baring Furman Selz LLC for a
period of 180 days from the date of this prospectus. As a result, additional
shares may become available for sale to the public as follows: 878,750 and
339,200 shares may be eligible for sale pursuant to Rule 144 on November 25,
1999 and March 9, 2000, respectively; and 8,723,038 shares may be eligible for
sale pursuant to Rule 144 upon the expiration of lock-up agreements 180 days
after the date of this prospectus. Certain holders of these shares,
representing approximately 9,683,988 shares of common stock, have the right,
subject to restrictive conditions, to include their shares in future
registration statements relating to our securities and/or to cause us to
register certain shares of common stock owned by them.

In addition, we have outstanding options to purchase 787,500 shares of
common stock, 46,748 of which will be vested and upon exercise will be eligible
for sale in the public market beginning 180 days after the date of this
prospectus. In addition, we are granting options upon completion of this
offering to a broad base of employees which are exercisable for an aggregate of
72,500 shares of common stock at the initial offering price.

New Investors in Intelligent Life Will Incur Immediate and Substantial Dilution

If you purchase common stock in this offering, you will incur immediate and
substantial dilution in net tangible book value per share in the amount of
$8.99. Further dilution may result if options to purchase shares of common
stock are exercised by option holders in the future.

12
<PAGE>

We May Experience Year 2000 Problems

The Year 2000 computer problem refers to the potential for system and
processing failures of date-related data as a result of computer-controlled
systems using two digits rather than four to define the applicable year. For
example, software programs that have time-sensitive components may recognize a
date represented as "00" as the year 1900 rather than the year 2000. This could
result in system failure, causing disruptions to our operations.

We may be affected by Year 2000 issues related to non-compliant internal
systems developed by us or by third-party vendors. We have received
certifications from our third-party vendors that such systems are Year 2000
compliant. We are not currently aware of any material systems that contain
embedded chips that are not Year 2000 compliant, or that we will not be able to
bring into compliance in a timely fashion. We plan to complete final testing of
all our systems for Year 2000 compliance by May 30, 1999. We intend to take
steps to bring into compliance any system we find not to be Year 2000 compliant
based upon our final test phase. Failure of our systems to be Year 2000
compliant could result in an inability of users to view our sites, which would
have a material adverse effect on our business. Such failures could also
require substantial time and effort on the part of management.

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus contain forward-looking
information. These statements are found in the sections entitled "Prospectus
Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business." They
include statements concerning:

. our business strategy;

. liquidity and capital expenditures;

. use of proceeds of the offering;

. future sources of revenues;

. expansion of our on-line publications;

. trends in internet activity generally;

. trends in government regulation; and

. payment of dividends.

You can identify these statements by forward-looking words such as "expect,"
"believe," "goal," "plan," "intend," "estimate," "may" and "will" or similar
words. You should be aware that these statements are subject to known and
unknown risks, uncertainties and other factors, including those discussed in
the section entitled "Risk Factors," that could cause the actual results to
differ materially from those suggested by the forward-looking statements.

USE OF PROCEEDS

The net proceeds to Intelligent Life from the sale of the 3,500,000 shares
of common stock offered hereby are estimated to be approximately $38,289,650
($44,148,650 if the underwriters exercise their over-allotment option in full),
assuming an initial public offering price of $12 per share and after deducting
estimated underwriting discounts and commissions and estimated expenses payable
by Intelligent Life in connection with the offering.

We intend to use the net proceeds from the offering primarily as working
capital for expansion of our business, including marketing and promotional
expenditures, investment in editorial and content production

13
<PAGE>

resources, and possible future acquisitions, and for general corporate
purposes. We currently have no specific agreements, commitments or
understandings with respect to any acquisition. The amounts we actually use for
each purpose may vary significantly and are subject to change at our discretion
depending upon certain factors, including economic or industry conditions,
changes in the competitive environment and strategic opportunities that may
arise. In addition, we believe that it is important to create a public market
for our common stock to facilitate future access to public market funds and
provide the availability of a publicly-traded stock if we decide to issue
common stock in connection with future acquisitions. Pending application of the
net proceeds as described above, we intend to invest the net proceeds of the
offering in short-term, investment-grade, interest-bearing securities.

DIVIDEND POLICY

We have never declared or paid cash dividends on our capital stock and we do
not anticipate declaring or paying any cash dividends for the foreseeable
future. We currently expect to retain all earnings, if any, for investment in
our business. Our Board of Directors has broad discretion as to whether to pay
dividends. Any determination whether to pay dividends will depend on a number
of factors, including our results of operations, financial position and capital
requirements, general business conditions, restrictions imposed by financing
arrangements, if any, legal and regulatory restrictions on the payment of
dividends and other factors that our Board of Directors deems relevant.

14
<PAGE>

CAPITALIZATION

The following table sets forth at December 31, 1998: (1) the capitalization
of the Company; (2) the pro forma capitalization of the company giving effect
to (a) conversion of all Series A and Series B Preferred Stock outstanding at
December 31, 1998 to common stock upon completion of the offering; (b) common
stock issuable upon automatic conversion of Series B Preferred Stock that was
issued on April 9, 1999 in conversion of a promissory note issued by the
Company on March 9, 1999 for $1 million; and (c) the reclassification of
redeemable common stock upon cancellation of the put right associated with such
shares and upon forgiveness of a promissory note issued in consideration for
454,170 shares of redeemable common stock (264,932 shares of stock were
reacquired); and (3) the pro forma capitalization of the Company as adjusted to
give effect to the sale of the shares of Common Stock offered hereby and the
application of the net proceeds. This table should be read in conjunction with
our financial statements and the notes thereto appearing elsewhere in this
prospectus.

<TABLE>
<CAPTION>
As of
December 31, 1998
-----------------------------
in thousands
Pro forma
Pro As
Actual forma Adjusted
-------- -------- ---------
<S> <C> <C> <C>
Current portion of capital lease obligations.... $ 113 $ 113 $ 113
======== ======== ========

Capital lease obligations, long term............ $ 263 $ 263 $ 263
Redeemable Convertible Series A Preferred Stock,
noncumulative, par value $.01 per share,
liquidation value $65 per share, stated at
redemption value--90,000 shares authorized,
89,612 shares issued and outstanding actual;
and no shares issued or outstanding, pro forma
and pro forma as adjusted...................... 10,216 -- --
Redeemable Convertible Series B Preferred Stock,
par value $.01 per share, liquidation value
$114 per share, stated at redemption value --
30,000 shares authorized; 17,575 shares issued
and outstanding actual; and no shares issued or
outstanding, pro forma and pro forma as
adjusted....................................... 1,983 -- --
Redeemable common stock, par value $.01 per
share, redemption value $0.52 per share --
454,170 shares issued and outstanding actual;
and no shares issued or outstanding, pro forma
and pro forma as adjusted...................... 236 -- --
Loan receivable for redeemable common stock..... (236) -- --

Stockholders' equity (deficit):
Preferred stock, 10,000,000 shares authorized
and undesignated, none issued, pro forma as
adjusted..................................... -- -- --
Common stock, $.01 par value; 100,000,000
shares authorized, 4,053,200 shares issued
and outstanding actual, 9,940,988 pro forma
and 13,440,988 pro forma as adjusted(1)...... 41 99 134
Additional paid-in capital...................... -- 13,246 51,501
Unamortized stock compensation expense.......... (281) (60) (60)
Accumulated deficit............................. (10,745) (11,072) (11,072)
-------- -------- --------
Total stockholders' equity (deficit)........ (10,985) 2,213 40,503
-------- -------- --------
Total capitalization...................... $ 1,477 $ 2,476 $ 40,766
======== ======== ========
</TABLE>
- --------

(1) Excludes: 3,000,000 shares of common stock presently reserved for issuance
upon exercise of options granted under the 1997 and 1999 Equity
Compensation Plans of which options to purchase 787,500 shares of common
stock issuable upon the exercise of options outstanding at April 15, 1999,
at a weighted average exercise price of $2.50 per share and 72,500 shares
of common stock exercisable upon options to be granted upon completion of
this offering at the initial public offering price. See "Management --Stock
Option and Other Compensation Plans" on page 44.

15
<PAGE>

DILUTION

As of December 31, 1998, the pro forma net tangible book value of
Intelligent Life was approximately $2,208,830, or $0.22 per share of common
stock. Pro forma net tangible book value per share represents the amount of
Intelligent Life's total tangible assets less total liabilities, divided by the
number of shares of common stock outstanding, giving pro forma effect to the
(a) automatic conversion of all Series A and Series B Preferred Stock
outstanding at December 31, 1998 to common stock upon completion of the
offering; (b) 339,200 shares of common stock issuable upon the automatic
conversion of Series B Preferred Stock that was issued on April 9, 1999 upon
conversion of a promissory note issued by the Company on March 9, 1999 for $1
million; and (c) 189,238 shares of common stock reclassified from redeemable
common stock upon cancellation of the put right associated with such shares and
upon forgiveness of a promissory note issued in consideration for
454,170 shares of redeemable common stock (264,932 shares of stock were
reacquired). After giving effect to the sale by Intelligent Life of the
3,500,000 shares of common stock offered hereby at an assumed initial public
offering price of $12 per share and the application of the estimated net
proceeds therefrom after deducting the underwriting discounts and estimated
offering expenses, the adjusted net tangible book value of Intelligent Life at
December 31, 1998, would have been approximately $40,498,830, or $3.01 per
share of common stock. This represents an immediate increase in such net
tangible book value of $2.79 per share to existing shareholders and an
immediate decrease in net tangible book value of $8.99 per share to new
investors. The following table illustrates this unaudited per-share dilution to
new investors:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............... $12.00
Net tangible book value per share as of December 31, 1998... $0.22
Increase in net tangible book value per share attributable
to new investors........................................... $2.79
-----
Adjusted net tangible book value per share after the
offering..................................................... $ 3.01
------
Dilution per share to new investors........................... $ 8.99
======
</TABLE>

The following table sets forth, as of December 31, 1998, (giving pro forma
effect to the transactions discussed above) the number of shares of common
stock previously issued by Intelligent Life, the total consideration reflected
in the accounts of Intelligent Life and the average price per share to the
existing shareholders and new investors, assuming the sale by Intelligent Life
of 3,500,000 shares of common stock at an assumed initial public offering price
of $12 per share, before deducting estimated underwriting discounts and
commissions and offering expenses:

<TABLE>
<CAPTION>
Shares Purchased Total Consideration
------------------ ------------------- Average Price
Number Percent Amount Percent Per Share
---------- ------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing shareholders.. 9,940,988 74.0% $ 9,300,242 18.1% $0.94
New investors.......... 3,500,000 26.0 42,000,000 81.9 $12.0
---------- ----- ----------- -----
Total................ 13,440,988 100.0% $51,300,242 100.0%
========== ===== =========== =====
</TABLE>

Assuming full exercise of the underwriters' over-allotment option, the
percentage of shares held by existing shareholders would be decreased to 71.2%
of the total number of shares of common stock to be outstanding after the
offering, and the number of shares held by new shareholders would be increased
to shares, or 28.8% of the total number of shares of common stock to be
outstanding after the offering.

The foregoing tables and other information excludes shares of common stock
issuable upon exercise of options held by certain officers, directors and
employees of Intelligent Life.

As of April 15, 1999, there were outstanding options to acquire
approximately 787,500 shares of common stock at exercise prices ranging from
$1.30 to $2.97 per share and a weighted average exercise price of $2.50 per
share and 72,500 shares of common stock options to be granted upon completion
of this offering at the initial public offering price. The exercise of these
options will have the effect of increasing the net tangible book value dilution
of new investors in this offering. See "Shares Eligible for Future Sale" on
page 51.

16
<PAGE>

SELECTED FINANCIAL DATA

Our selected financial data set forth below should be read in conjunction
with our financial statements, including the notes thereto, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
beginning on page 18 of this prospectus. The statement of operations data for
the years ended June 30, 1994 and 1995, and the balance sheet data as of June
30, 1994 and 1995, are derived from unaudited financial statements not included
in this prospectus. The statement of operations data for the years ended
June 30, 1996 and 1997, and the balance sheet data as of June 30, 1996 and
1997, are derived from, and are qualified by reference to, the financial
statements included elsewhere in this prospectus, which have been audited by
Thomas & Clough Co., P.A. The statement of operations data for the year ended
June 30, 1998, and the balance sheet data as of June 30, 1998 are derived from,
and are qualified by reference to, the financial statements included elsewhere
in the prospectus, which have been audited by KPMG LLP. The statement of
operations data for the six-month periods ended December 31, 1997 and 1998 and
the balance sheet data as of December 31, 1998 are derived from unaudited
financial data. In the opinion of our management, the unaudited financial
statements have been prepared on a basis consistent with the financial
statements which appear elsewhere in this prospectus, and include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the financial position and results of operations for such
unaudited periods. Historical results are not necessarily indicative of results
to be expected in the future.

<TABLE>
<CAPTION>
Six Months Ended
Year Ended June 30, December 31,
---------------------------------------------------------- ----------------------
1994 1995 1996 1997 1998 1997 1998
---------- ---------- ---------- ---------- ---------- ---------- ----------
in thousands, except share and per share data in thousands,
except share
and per share data
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenue:
Online publishing...... $ 0 $ 0 $ 70 $ 485 $ 1,282 $ 508 $ 1,809
Print publishing and
licensing............. 871 1,109 1,558 2,058 2,559 1,180 1,660
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total revenue......... 871 1,109 1,628 2,543 3,841 1,688 3,469
Cost of operations:
Online publishing...... 0 0 16 582 862 321 979
Print publishing and
licensing............. 668 884 971 1,186 1,962 957 1,101
Sales.................. 0 0 98 90 665 117 817
Marketing.............. 14 23 34 1 145 18 305
Product research....... 258 274 508 721 1,216 493 916
General and
administrative........ 288 404 522 768 1,663 695 871
Depreciation and
amortization.......... 95 69 98 74 67 25 98
Stock based
compensation.......... 0 0 0 0 89 0 669
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total cost of
operations........... 1,323 1,654 2,247 3,422 6,669 2,627 5,756
---------- ---------- ---------- ---------- ---------- ---------- ----------
Loss from operations.... (452) (545) (619) (879) (2,828) (939) (2,287)
Other income (expense).. (13) (410) (53) (77) 46 35 192
---------- ---------- ---------- ---------- ---------- ---------- ----------
Loss before income
taxes.................. (465) (955) (672) (956) (2,782) (904) (2,095)
Income taxes............ -- -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net loss................ (465) (955) (672) (956) (2,782) (904) (2,095)
Conversion of
nonredeemable
convertible Series A
Preferred Stock to
redeemable............. -- -- -- -- -- -- (4,438)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net loss applicable to
common stock........... $ (465) $ (955) $ (672) $ (956) $ (2,782) $ (904) $ (6,533)
========== ========== ========== ========== ========== ========== ==========
Basic and diluted net
loss per share......... $ (0.10) $ (0.19) $ (0.13) $ (0.20) $ (0.72) $ (0.24) $ (1.63)
Weighted average shares
outstanding used in
basic and diluted per-
share calculation...... 4,824,170 5,000,000 5,000,000 4,743,590 3,846,200 3,846,200 4,018,700
</TABLE>

<TABLE>
<CAPTION>
As of June 30, As of
-------------------------------------- December 31,
1994 1995 1996 1997 1998 1998
----- ------- ------- ------ ------ ------------
in thousands in thousands
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash
equivalents.............. $ 0 $ (4) $ 0 $1,763 $ 910 $ 1,633
Working capital........... (424) (597) (1,649) 887 164 658
Total assets.............. 695 273 311 2,193 1,768 3,099
Obligations under capital
leases, long term........ 379 700 0 0 14 263
Redeemable preferred
stock.................... -- -- -- -- -- 12,198
Total stockholders' equity
(deficit)................ (140) (1,096) (1,508) 1,035 657 (10,985)
</TABLE>

17
<PAGE>

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

The following discussion should be read in conjunction with the financial
statements and related notes contained in this prospectus. The following
discussion contains forward-looking statements that involve risks and
uncertainties. Intelligent Life's fiscal year ends on June 30. The fiscal year
ended June 30, 1996 is referred to as fiscal 1996, the fiscal year ended June
30, 1997 is referred to as fiscal 1997 and the fiscal year ended June 30, 1998
is referred to as fiscal 1998.

Overview

Intelligent Life is the leading provider of independent, objective research
regarding consumer banking and credit products and a significant publisher of
original editorial content relating to personal finance matters. We provide
this information through our internet sites Bankrate.com, theWhiz.com,
Consejero.com and CPNet.com and in print through Bank Rate Monitor and
Consumer Mortgage Guide. Our online operations are the principal focus of our
activities today. Prior to 1995, our principal businesses were the publication
of print newsletters and syndication of bank and credit product research to
newspapers and magazines. In 1995, we introduced the Consumer Mortgage Guide,
which is an advertisement for newspapers consisting of product and rate
information in tabular form from local mortgage companies that pay a weekly
fee for inclusion in the table.

In fiscal 1996, we commenced our online operations by displaying our
research through an internet site, Bankrate.com. By putting our information
online, we were able to create new revenue opportunities through the sale of
graphical and hyperlink advertising associated with our rate and yield tables.
In fiscal 1997, we determined that we would concentrate principally on our
online operations. Since that time, we have significantly expanded the scope
and depth of Bankrate.com and made investments in four new online
publications: theWhiz.com, Bankrate.com en Espanol, Consejero.com and
CPNet.com. These new publications accounted for 12% of total online revenues
for the fiscal year ended June 30, 1998 and 2% for the six months ended
December 31, 1998.

In order to focus on our online activities, we have reduced the number of
print newsletters we publish from five to three and eliminated active
marketing of our print publications. We have also ceased marketing Consumer
Mortgage Guide as a separate product. We now provide this product to
newspapers as a part of a broader relationship that is primarily directed
toward online activities.

We believe that recognition of our research as the leading source of
independent, objective information on banking and credit products is essential
to our success. As a result, we have sought to maximize distribution of our
research to gain brand recognition as a research authority. We are currently
seeking to increase traffic to Bankrate.com in order to build our brand
awareness and reach among online users.

The following are descriptions of the revenue and expense components of our
statement of operations:

Online publishing revenue represents the sale of advertising,
sponsorships and hyperlinks in connection with our web sites. Such
advertising is sold to advertisers according to the cost per thousand
impressions, or CPM, the advertiser receives. The amount of advertising we
sell is a function of (1) the number of advertisements we have per page,
(2) the number of visitors viewing our pages, and (3) the capacity of our
sales force. Revenue from advertising sales is invoiced monthly based on
the expected number of advertisement impressions, or number of times that
an advertisement is viewed. Revenue is recognized monthly based on the
percentage of impressions received to the total number of impressions
purchased. Revenue for impressions that have been invoiced but not
delivered is deferred. Hyperlinks to

18
<PAGE>

various third-party web sites are sold for a fixed monthly fee, which is
recognized as revenue in the month earned. For our revenue sharing
distribution arrangements with online partners, revenue is recorded on a
gross basis, with partner payments being included in online publishing
costs.

Print publishing and licensing revenue represents advertising revenue
from the sale of advertising in Consumer Mortgage Guide rate tables,
newsletter subscriptions, and licensing of research information. We charge
a commission for placement of Consumer Mortgage Guide in a print
publication. Advertising revenue and commission income is recognized when
Consumer Mortgage Guide runs in the publication. Revenue from our
newsletters is recognized ratably over the period of the subscription,
which is generally up to one year. Revenue from the sale of research
information is recognized ratably over the contract period.

Online publishing costs represent expenses directly associated with the
creation of online publishing revenue. These costs include contractual
revenue sharing obligations resulting from our distribution arrangements
(partner payments), editorial costs, and allocated overhead. Partner
payments are made to distribution partners for visitors directed to our web
sites. These costs increase with gains in traffic to our sites. Editorial
costs relate to writers and editors who create original content for our
online publications and associates who build web pages. These costs have
increased as we have added online publications and co-branded versions of
our sites under distribution arrangements. These sites must be maintained
on a daily basis.

Print publishing and licensing costs represent expenses directly
associated with print publishing revenue. These costs include contractual
revenue sharing obligations with newspapers related to Consumer Mortgage
Guide, personnel costs, printing and allocated overhead.

Sales costs represent direct selling expenses, principally for online
advertising, and include sales commissions, personnel costs and allocated
overhead.

Marketing costs represent expenses associated with expanding brand
awareness of our products and services to consumers and include
advertising, including banner advertising, marketing and promotion costs.

Product research costs represent expenses related to gathering data on
banking and credit products and include compensation and benefits,
facilities costs, telephone costs and computer systems expenses.

General and administrative costs represent compensation and benefits for
administration, advertising management, accounting and finance, facilities
expenses, professional fees and non-allocated overhead.

Depreciation and amortization represents the cost of capital asset
acquisitions spread over their expected useful lives. These expenses are
spread over three to seven years and are calculated on a straight line
basis.

Stock based compensation represents expenses associated with stock
grants to our officers and employees as additional compensation for their
services.

Other income (expense) is comprised of interest income and expense and
gains and losses on the sale of assets.

Results of Operations

We have compared our financial results for the year ended June 30, 1996,
1997 and 1998 as well as the six months ended December 31, 1997 and 1998.

19
<PAGE>

The following tables displays our results of operations expressed as a
percentage of total revenues:

<TABLE>
<CAPTION>
Year Ended June Six Months Ended
30, December 31,
--------------------- -------------------
1996 1997 1998 1997 1998
----- ----- ----- -------- --------
<S> <C> <C> <C> <C> <C>
Revenue:
Online publishing........... 4.3 % 19.1 % 33.4 % 30.1 % 52.1 %
Print publishing and
licensing.................. 95.7 80.9 66.6 69.9 47.9
----- ----- ----- -------- --------
Total revenue.............. 100.0 100.0 100.0 100.0 100.0
Cost of operations:
Online publishing........... 1.0 22.9 22.4 19.0 28.2
Print publishing and
licensing.................. 59.6 46.6 51.1 56.7 31.7
Sales....................... 6.0 3.5 17.3 6.9 23.6
Marketing................... 2.1 0.0 3.8 1.1 8.8
Product research............ 31.2 28.4 31.7 29.2 26.4
General and administrative.. 32.1 30.3 43.3 41.2 25.1
Depreciation and
amortization............... 6.0 2.9 1.7 1.5 2.8
Stock based compensation.... 0.0 0.0 2.3 0.0 19.3
----- ----- ----- -------- --------
Total cost of operations..... 138.0 134.6 173.6 155.6 165.9
----- ----- ----- -------- --------
Loss from operations......... (38.0) (34.6) (73.6) (55.6) (65.9)
Other income (expense)....... (3.3) (3.0) 1.2 2.1 5.5
----- ----- ----- -------- --------
Net loss................... (41.3)% (37.6)% (72.4)% (53.5)% (60.4)%
===== ===== ===== ======== ========
</TABLE>

Six Months Ended December 31, 1998 Compared to Six Months Ended December 31,
1997

Revenues

Total revenue increased to $3,469,000 for the six months ended December 31,
1998 from $1,688,000 for the six months ended December 31, 1997, representing a
106% increase.

Online publishing revenue increased to $1,809,000 for the six months ended
December 31, 1998 from $508,000 for the six months ended December 31, 1997,
representing a 256% increase. This increase was due primarily to a higher level
of advertising sales and higher advertising rates. The higher advertising sales
were facilitated by an increase in advertising inventory resulting from an
increase in the number of distribution arrangements as well as higher overall
internet traffic.

Print publishing and licensing revenue increased to $1,660,000 for the six
months ended December 31, 1998 from $1,180,000 for the six months ended
December 31, 1997, representing a 41% increase. This increase resulted from
higher advertising sales for Consumer Mortgage Guide.

Cost of Operations

Online publishing costs increased to $979,000 for the six months ended
December 31, 1998 from $321,000 for the six months ended December 31, 1997,
representing a 205% increase. The increase was due to greater revenue sharing
obligations and personnel costs related to expanded online publishing
operations.

Print publishing and licensing costs increased to $1,101,000 for the six
months ended December 31, 1998 from $957,000 for the six months ended December
31, 1997, representing a 15% increase. The increase resulted from higher
payments to newspapers principally because of higher revenues from Consumer
Mortgage Guide.

Sales costs increased to $817,000 for the six months ended December 31, 1998
from $117,000 for the six months ended December 31, 1997, representing a 598%
increase. The increase was primarily the result of an

20
<PAGE>

increase in sales personnel, opening of sales offices in California and New
York and implementation of a more aggressive sales commission structure.

Marketing costs increased to $305,000 for the six months ended December 31,
1998 from $18,000 for the six months ended December 31, 1997. The increase
resulted from hiring a public relations firm to promote our online activities,
creating and producing sales materials for online advertising and purchasing
banner advertising to test the effectiveness of using such advertising to
increase visitors to Bankrate.com.

Product research costs increased to $916,000 for the six months ended
December 31, 1998 from $493,000 for the six months ended December 31, 1997,
representing a 86% increase. The increase resulted from additional personnel
relating to an expanded number of products in which we conduct research and
additional quality control personnel.

General and administrative costs increased to $871,000 for the six months
ended December 31, 1998 from $695,000 for the six months ended December 31,
1997, representing a 25% increase. The increase was principally related to
expenses incurred to allow for anticipated growth, including additional
compensation and benefits for new personnel, facilities costs and professional
costs.

Depreciation and amortization increased to $98,000 for the six months ended
December 31, 1998 from $25,000 for the six months ended December 31, 1997,
representing a 292% increase. The increase was mainly attributable to higher
expenses for software, computer systems and components.

Stock-based compensation increased by $669,000 as a result of shares issued
in conjunction with the hiring of our President and Chief Executive Officer and
stock issued to Christy Heady, as part of an employment agreement with the
Company entered into in conjunction with the purchase of theWhiz.com.

In December 1998, we sold one of our print publications, Bank Advertising
News, resulting in a gain of $186,000 which is included in other income
(expense). The sale was the result of management's assessment that this
publication no longer fit our strategy.

Year Ended June 30, 1998 Compared to Year Ended June 30, 1997

Revenues

Total revenue increased to $3,841,000 in fiscal 1998 from $2,543,000 in
fiscal 1997, representing a 51% increase.

Online publishing revenue increased to $1,282,000 in fiscal 1998 from
$485,000 in fiscal 1997, representing a 164% increase. This increase was due to
more advertisements being sold, higher advertising rates and an increase in
inventory available for sale. A change of site design for Bankrate.com to allow
for a larger number of advertisements per page also contributed to the revenue
growth.

Print publishing and licensing revenue increased to $2,559,000 in fiscal
1998 from $2,058,000 in fiscal 1997, representing a 24% increase. The increase
resulted primarily from growth in the number of newspapers participating in
Consumer Mortgage Guide and a gain in the amount of associated advertising
sold.

Cost of Operations

Online publishing costs increased to $862,000 in fiscal 1998 from $582,000
in fiscal 1997, representing a 48% increase. The increase resulted from higher
partner payments and additional editorial staff.

Print publishing and licensing costs increased to $1,962,000 in fiscal 1998
from $1,186,000 in fiscal 1997, representing a 65% increase. The increase was
substantially a result of higher payments to newspapers given the higher level
of Consumer Mortgage Guide revenues.

21
<PAGE>

Sales costs increased to $665,000 in fiscal 1998 from $90,000 in fiscal
1997, representing a 639% increase. The increase was due to additional sales
staff, higher commissions resulting from increased revenues and higher
commission rates for our online sales staff.

Marketing costs increased to $145,000 in fiscal 1998 from $1,485 in fiscal
1997. The increase was due to the hiring of a public relations firm to promote
our expanded online activities and the costs of creating and producing sales
materials for online advertising. Additional costs were incurred in fiscal 1998
when we purchased such advertising to test its effectiveness in increasing
visitors to Bankrate.com.

Product research costs increased to $1,216,000 in fiscal 1998 from $721,000
in fiscal 1997, representing a 69% increase. The increase was principally
related to the addition of 20 local markets in which we conducted research and
an expansion in the number of products for which we gathered data.

General and administrative costs increased to $1,663,000 in fiscal 1998 from
$768,000 in fiscal 1997, representing a 117% increase. The increase was
principally related to the hiring of new senior management, expansion of office
space and additional professional fees.

Depreciation and amortization decreased to $67,000 in fiscal 1998 from
$74,000 in fiscal 1997, representing a 9% decrease.

Year Ended June 30, 1997 Compared to Year Ended June 30, 1996

Revenues

Total revenue increased to $2,543,000 in fiscal 1997 from $1,628,000 in
fiscal 1996, representing a 56% increase.

Online publishing revenue increased to $485,000 in fiscal 1997 from $70,000
in fiscal 1996, representing a 593% increase. In fiscal 1996, Intelligent Life
initiated its online publishing operations. In fiscal 1997, Intelligent Life
conducted online publishing operations for the full year.

Print publishing and licensing revenue increased to $2,058,000 in fiscal
1997 from $1,558,000 in fiscal 1996, representing a 32% increase. The increase
was primarily due to the growth of Consumer Mortgage Guide's activities.

Cost of Operations

Online publishing costs increased to $582,000 in fiscal 1997 from $16,000 in
fiscal 1996.The increase was primarily due to higher payments to distribution
partners resulting from growth of online publishing revenue.

Print publishing and licensing costs increased to $1,186,000 in fiscal 1997
from $971,000 in fiscal 1996, representing a 22% increase. The increase was
primarily due to higher payments to newspapers due to growth in Consumer
Mortgage Guide revenues.

Sales costs decreased to $90,000 in fiscal 1997 from $98,000 for fiscal
1996, representing an 8% decrease. The decrease was primarily due to reduced
sales costs while we were changing the focus of our operations.

Marketing costs decreased to $1,485 in fiscal 1997 from $34,000 in fiscal
1996.The decrease was due to suspension of marketing activities in anticipation
of increased online activities.

Product research costs increased to $721,000 in fiscal 1997 from $508,000 in
fiscal 1996, representing a 42% increase. The increase was due to conducting
research in a greater number of local markets.

General and administrative costs increased to $768,000 in fiscal 1997 from
$522,000 in fiscal 1996, representing a 47% increase. The increase was
principally related to recruiting costs associated with identifying

22
<PAGE>

and retaining a new President and Chief Executive Officer, implementing a new
accounting system and the costs associated with the acquisition of MoneyWhiz,
which subsequently became theWhiz.com.

Depreciation and amortization was $74,000 in fiscal 1997, compared to
$98,000 in fiscal 1996, representing a decrease of 24%. The decrease was
principally related to the elimination of amortization of certain subscription
costs and depreciation related to certain assets.

Quarterly Results of Operations

The following table presents certain unaudited quarterly statement of
operations data for each of our last ten quarters through the period ending
December 31, 1998. The information has been derived from our unaudited
financial statements. In the opinion of our management, the unaudited financial
statements have been prepared on a basis consistent with the financial
statements which appear elsewhere in this prospectus and include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the financial position and results of operations for such
unaudited periods. Historical results are not necessarily indicative of results
to be expected in the future.

<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------------------------------------------------------------
Sept. 30 Dec. 31 Mar. 31 June 30 Sept. 30 Dec. 31 Mar. 31 June 30 Sept. 30 Dec. 31
1996 1996 1997 1997 1997 1997 1998 1998 1998 1998
-------- ------- ------- ------- -------- ------- ------- ------- -------- -------
in thousands
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Online publishing...... $ 58 $ 88 $ 166 $ 173 $ 224 $ 284 $ 328 $ 446 $ 817 $ 992
Print publishing and
licensing............. 488 490 515 565 592 588 622 757 766 894
------ ------ ------ ------ ------ ------ ------ ------- ------- ------
Total revenue.......... 546 578 681 738 816 872 950 1,203 1,583 1,886
Cost of operations:
Online publishing...... 89 144 154 195 115 206 210 331 458 521
Print publishing and
licensing............. 288 277 278 343 448 510 536 468 495 606
Sales.................. 25 23 18 24 47 70 139 409 442 375
Marketing.............. 0 0 0 1 7 11 47 80 49 256
Product research....... 174 186 162 199 210 283 286 437 435 481
General and
administrative........ 99 88 93 488 284 411 422 546 426 445
Depreciation and
amortization.......... 13 17 20 24 4 21 21 21 42 56
Stock based
compensation.......... 0 0 0 0 0 0 0 89 409 260
------ ------ ------ ------ ------ ------ ------ ------- ------- ------
Total cost of
operations............ 688 735 725 1,274 1,115 1,512 1,661 2,381 2,756 3,000
------ ------ ------ ------ ------ ------ ------ ------- ------- ------
Loss from operations... (142) (157) (44) (536) (299) (640) (711) (1,178) (1,173) (1,114)
Other income (expense).. (15) (16) (31) (15) 18 17 8 3 5 187
------ ------ ------ ------ ------ ------ ------ ------- ------- ------
Net loss............... $ (157) $ (173) $ (75) $ (551) $ (281) $ (623) $ (703) $(1,175) $(1,168) $ (927)
====== ====== ====== ====== ====== ====== ====== ======= ======= ======
</TABLE>

Liquidity and Capital Resources

We have funded Intelligent Life using capital raised from shareholders. As
of December 31, 1998, we had working capital of $658,000 and cash and cash
equivalents of $1,633,000.

Cash used in operating activities during the six months ended December 31,
1998 was $1,207,000 and during the years ended June 30, 1998, 1997 and 1996 was
$2,761,000, $834,000 and $345,000, respectively. The cash used in operating
activities was for funding operating losses arising from the expansion of
Bankrate.com and the creation of four new online publications.

Cash used in investing activities during the six months ended December 31,
1998 was $27,000 and during the years ended June 30, 1998, 1997 and 1996 was
$407,000, $91,000 and $40,000, respectively. The cash used in investing
activities was primarily for purchases of computer equipment and office
furniture.

23
<PAGE>

Cash from financing activities during the six months ended December 31, 1998
was $1,957,000 and during the years ended June 30, 1998, 1997 and 1996 was
$2,316,000, $2,687,000 and $385,000, respectively. These financing activities
consisted primarily of issuances of preferred stock. In September 1997, we
completed a private placement of Series A Preferred Stock, totalling 42,308
shares resulting in gross proceeds of $2,750,000. In October 1997 and June
1998, we completed additional private placements of 24,228 shares of Series A
Preferred Stock, resulting in gross proceeds of $1,575,000. In November 1998,
we completed a private placement of 17,575 shares of Series B Preferred Stock,
resulting in gross proceeds of $1,982,000. Each share of Series A and Series B
Preferred Stock is convertible into 50 shares of common stock.

Peter C. Morse, a director of Intelligent Life and a principal stockholder,
made loans to Intelligent Life during the years ended June 30, 1997 and 1998 in
the amounts of $687,000 and $200,000, respectively. Interest rates for the
loans were between 6.5% and 7%. The loans have subsequently been contributed to
capital.

We have experienced a substantial increase in our capital expenditures,
which is consistent with our growth in operations and staffing. We anticipate
that capital expenditures will continue to increase for the foreseeable future.
Additionally, we will evaluate possible investments in our business, technology
and products. We believe our existing liquidity and capital resources, and the
proceeds resulting from the sale of common stock in this offering, will be
sufficient to satisfy our cash requirements for the next twelve months. To the
extent that such amounts are insufficient, we will be required to raise
additional funds through equity or debt financing. If adequate funds are not
available or are not available on acceptable terms, our ability to fund our
expansion, take advantage of unanticipated opportunities or otherwise respond
to competitive pressure would be significantly limited. There can be no
assurance that we will be able to raise such funds on favorable terms, or at
all.

Recent Accounting Pronouncements

In June 1997, SFAS No. 130, "Reporting Comprehensive Income," was issued and
was adopted by Intelligent Life as of July 1, 1998. SFAS 130 establishes
standards for reporting and display of comprehensive income and its components
in a full set of general-purpose financial statements. This statement requires
that an enterprise (1) classify items of other comprehensive income by their
nature in financial statements and (2) display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of statements of financial position.
Comprehensive income is defined as the change in equity during the financial
reporting period of a business enterprise resulting from non-owner sources.
Comprehensive income equals the net loss for all periods presented.

In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise
with Related Information," was issued. SFAS No. 131 establishes standards for
the way public business enterprises report information about operating segments
in annual financial statements and requires those enterprises to report
selected information about operating segments in interim financial reports
issued to stockholders. SFAS No. 131 is effective for financial statements for
periods beginning after December 31, 1997. Intelligent Life will determine the
applicability of SFAS No. 131 and apply it in the future if necessary.

In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," was issued. SFAS No. 133 establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. SFAS
No. 133 requires that changes in the derivative's fair value be recognized
currently in the statement of operations unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results on the hedged item in
the statement of operations, and requires that a company formally document,
designate, and assess the effectiveness of transactions that receive hedge
accounting. SFAS No. 133 is effective for fiscal years beginning after June 15,
1999. A company may also implement the provision of SFAS No. 133 as of the
beginning of any fiscal quarter after issuance. SFAS No. 133 cannot be applied
retroactively, and must be applied to (1) derivative instruments and (2)
certain derivative instruments embedded in hybrid contracts that were issued
acquired, or substantively modified after December 31, 1997. Intelligent Life
has not yet adopted SFAS No. 133 and presently does not have any derivative
instruments.

24
<PAGE>

Income Taxes

Intelligent Life's effective tax rate differs from the statutory federal
income tax rate, primarily as a result of the uncertainty regarding Intelligent
Life's ability to utilize its net operating loss carryforwards. Due to the
uncertainty surrounding the timing or realization of the benefits of its net
operating loss carryforwards in the future tax returns, Intelligent Life has
placed a valuation allowance against its otherwise recognizable deferred tax
assets. At December 31, 1998, Intelligent Life had approximately $5,300,000 of
net operating loss carryforwards for tax reporting purposes available to offset
future taxable income. Intelligent Life's net operating loss carryforwards
expire from 2012 through 2018 The Tax Reform Act of 1986 imposes substantial
restrictions on the utilization of net operating losses and tax credits in the
event of an "ownership change" of a corporation. Due to the change in
Intelligent Life's ownership interests in the third quarter of 1997, future
utilization of Intelligent Life's net operating loss carryforwards will be
subject to certain limitations or annual restrictions. See note 7 of the notes
to the financial statements appearing elsewhere in this prospectus.

Impact of Year 2000 Computer Issues

The Year 2000 computer problem refers to the potential for system and
processing failures of date-related data as a result of computer-controlled
systems using two digits rather than four to define the applicable year. For
example, software programs that have time-sensitive components may recognize a
date represented as "00" as the year 1900 rather than the year 2000. This could
result in a system failure causing disruptions to our operations.

To determine the Year 2000 readiness of our Company, we have conducted an
initial remediation phase, which included the utilization of a third-party
consultant hired exclusively for Year 2000 review. We intend to complete the
final testing phase by May 30, 1999.

Our internal information technology and non-information technology systems
are generally licensed from third parties rather than being internally
developed. We have received certifications from manufacturers of these systems
that they are Year 2000 compliant. In addition to these certifications, we are
independently testing all these systems through our third-party consultant and
our internal staff to ensure that they are Year 2000 compliant. We intend to
take steps to bring into compliance any system we find not to be Year 2000
compliant. We plan to complete testing of all such systems for Year 2000
compliance by May 30, 1999. Therefore, until final testing is completed, we
will not be able to make a final determination as to whether any of our systems
need to be revised or replaced. However, based upon our testing to date, we are
not currently aware of any Year 2000 compliance problem relating to our IT and
non-IT internal systems.

Our business is also dependent upon the computer-controlled systems of third
parties such as suppliers, customers and service providers. A systemic failure
outside of our control, such as a prolonged loss of internet,
telecommunications, electrical or telephone services could prevent users from
accessing our web sites which could have a material adverse effect on our
business. We have received written certifications from all material third
parties that their systems are Year 2000 compliant.

To date, we have spent approximately $200,000 on Year 2000 compliance
issues, including the purchase of hardware and the cost of a third-party
consultant. Based on our current assessment, we do not anticipate that
additional costs, if any, associated with remediating the Year 2000 issue will
have a material adverse effect on our business.

We do not currently anticipate having to develop a contingency plan for
handling a Year 2000 problem that is not detected and corrected prior to its
occurrence.

There is general uncertainty inherent in the Year 2000 computer problem. The
consequences of Year 2000 failures could have a material adverse effect on our
business. In particular, Year 2000 computer problems could also require
substantial time and effort on the part of management.

25
<PAGE>

BUSINESS

Overview

We are the leading provider of independent and objective research regarding
consumer banking and credit products. We are also a significant publisher of
original editorial content relating to personal finance matters. Since 1984, we
have provided this information to leading newspapers and magazines and through
our publication Bank Rate Monitor. Today, we publish our data online through
our principal web site, Bankrate.com, and through arrangements with more than
60 distribution (or syndication) partners such as Yahoo!, Quicken.com, America
Online and Money.com. Information is presented for over 120 geographic markets
and nationally and includes data regarding mortgage and home equity loans,
credit cards, automobile loans, checking accounts, ATM fees and yields on
savings instruments. Our unique information, which is compiled by 38
researchers, is accompanied by extensive editorial content designed to assist
consumers with their decision-making process. We believe Bankrate.com's
audience, which may search for information by product and geographic area using
this web site, represents a highly desirable group of target customers for our
advertisers. As a result, we believe we are able to obtain rates for
advertising on Bankrate.com that are generally higher than prevailing markets
rates for comparable advertisements.

We are currently using the resources of Bankrate.com to create new online
publications that provide personal finance information to additional targeted
audiences. These publications include: theWhiz.com, which targets an audience
that is younger, more female and more ethnically diverse than typical personal
finance publications; Consejero.com, which targets a Spanish-speaking audience;
CPNet.com, which targets the college market; and Garzarelli.com, a
subscription-based service. Our goal is to develop a broad base of loyal users
of our network of web sites who believe our information can improve their
personal financial lives.

The "Business and Finance Report" compiled by Media Metrix, Inc., for the
quarter ended December 31, 1998 indicated that we had 1.3 million unique
visitors, compared to 1.1 million for the quarter ended September 30, 1998.
Unique visitors are the number of different web users that visited our sites
over the course of the reporting period.

Our Opportunity

We believe many purchasers of financial products and services are relatively
uninformed with respect to these products and services, and often rely upon
personal relationships when making such purchases. We also believe many of
these products and services are not well explained, and alternatives are not
typically presented, when marketed to consumers through traditional media. As
the sale of many of these products and services moves to the web, where there
is little personal contact, we believe that consumers will seek sources of
independent, objective information such as Bankrate.com to facilitate and
support their buying decisions. Because of the interactive nature of the
internet, where web technology allows us to display extensive research on
financial products and services that was previously unavailable to consumers,
we believe we are able to provide a superior vehicle to educate consumers about
how to best select and purchase such products and services.

We believe consumers are becoming more proactive managers of their financial
affairs and, as a result, there is an increasing demand for financial
information from a larger proportion of the population concerning a broader
range of financial issues than in the past. Also, we believe the majority of
the financial information available on the web is oriented toward investment
advice and providing business news and financial market information, rather
than personal and consumer finance data. Our publications are targeted to
fulfill the market need for personal and consumer finance information.

By expanding our comparative data regarding financial products and related
editorial content, we are creating a unique web-based service designed to
enable our audience to keep abreast of personal finance developments and better
manage their financial affairs. As a result, we believe we can assemble a loyal
base of users made up of targeted audiences that are attractive to advertisers.

26
<PAGE>

We believe that advertising spending by financial products and services
components is growing relatively rapidly as compared to advertising spending in
other categories. According to Advertising Age, advertising spending by
financial products and services companies grew at an annual rate of 17% from
1996 to 1997.

We believe Intelligent Life will benefit significantly from the anticipated
growth in internet usage and spending on internet advertising, direct marketing
and electronic commerce. The following table highlights anticipated growth in
these areas.

Internet Growth in the United States

<TABLE>
<CAPTION>
1998 2000 2002
------ ------- -------
in millions
<S> <C> <C> <C>
Number of internet users........................... 67 92 123
Advertising spending............................... $1,873 $ 4,352 $ 7,672
Direct marketing spending.......................... $ 190 $ 632 $ 1,335
Electronic commerce................................ $7,100 $15,600 $37,500
</TABLE>
--------
Source: Jupiter Communications, LLC

Strategy

Our objective is to create a series of online publications that are trusted
sources of editorial content for consumers in the area of personal finance.
Elements of our strategy include:

Increase Awareness of Our Publications. We intend to aggressively promote
our online publications. Developing greater awareness of our brand names should
increase the value of our web sites to potential advertisers and distribution
partners. Historically, we have had relatively low levels of promotional
expenditures. With the proceeds of this offering, we anticipate increasing our
marketing efforts substantially.

Expand Existing Publications. We plan to expand and improve our existing
online publications by including additional editorial and research content.
Recent additions to Bankrate.com include information regarding 30-year jumbo
mortgages, VA mortgages, money market accounts, credit unions, Year 2000 issues
and bank ratings. We expect forthcoming additions will include new content in
the areas of investment and insurance on theWhiz.com and Consejero.com.

Grow Distribution Relationships. We intend to pursue new and expand existing
distribution relationships in order to increase site traffic and raise the
profile of our brand names. In particular, we intend to focus on increasing the
number of distribution relationships we have for theWhiz.com and Consejero.com.

Add New Publications. We intend to use our expertise in producing online
research and editorial content to develop new online publications similar in
concept to Bankrate.com in complementary areas such as property and casualty
insurance and tax planning. In addition to developing publications internally,
and in order to accelerate our growth, we intend to pursue acquisitions of
personal finance companies and products that will extend our network of web
sites.

Provide High Value Added Solutions to Advertisers. Delivering audiences to
our advertisers on a targeted demographic basis, segmented by geographic region
and product of interest, provides high value added marketing solutions to
advertisers. By expanding the breadth and depth of our online publications and
adding to our advertising inventory, we believe we will be able to expand the
scope of our services, thereby increasing sales to existing advertisers and
attracting new advertisers.

27
<PAGE>

Bankrate.com

Bankrate.com, our flagship web site, provides editorial and research
information on banking and credit products to assist consumers in making
informed financial decisions. Bankrate.com has its roots in our print
publications and content syndication activities, which have provided surveys
of interest rate data to consumers and institutions for over 16 years. Our
online surveys have been expanded to include data on 46 products collected
from more than 3,500 institutions nationwide. This information is gathered and
presented by metropolitan area, which provides more valuable information to
consumers than aggregated national information and allows advertisers to
target prospective customers geographically. Media Metrix, Inc., an
independent research firm, lists Bankrate.com as the business site with the
twenty-first and fifteenth highest volume of traffic during the third and
fourth calendar quarters, respectively, of 1998, with 1.1 million and 1.3
million unique visitors. We believe that Bankrate.com compares favorably to
other editorial sites in terms of pages viewed by a visitor during each visit
and the resulting time devoted to the site. Bankrate.com may be compared to
sites producing original editorial content on personal finance subjects during
the third and fourth calendar quarters of 1998 as follows:

Comparison of Personal Finance Editorial Sites in 1998

<TABLE>
<CAPTION>
Third Quarter Fourth Quarter
------------------------------- -------------------------------
Average Average
Unique Pages Unique Pages
Site Visitors(1) Reach(2) Viewed(3) Visitors(1) Reach(2) Viewed(3)
------------------------ ------------ -------- --------- ------------ -------- ---------
in thousands in thousands
<S> <C> <C> <C> <C> <C> <C>
Money (Pathfinder)...... 1,964 3.7% 5 1,783 3.3% 16
Bankrate.com............ 1,070 2.0 26 1,323 2.4 21
Forbes.................. 917 1.7 15 860 1.6 70
Business Week........... 680 1.3 15 897 1.7 6
Red Herring............. 652 1.2 3 436 0.8 9
Fortune (Pathfinder).... 592 1.1 17 828 1.5 10
Smart Money (Wall Street
Journal)............... 484 0.9 20 261 0.5 52
Kiplinger's............. 279 0.5 5 189 0.3 20
</TABLE>
--------

Source of Data: Media Metrix, Inc.

(1) Unique Visitors means the estimated number of different web users that
visited the site over the course of the reporting period.
(2) Reach means the number of unique web users that visited the site at
least once over the course of the reporting period, expressed as a
percentage of the total web audience.

(3) Average pages viewed means the average number of pages visited during
the reporting period per user. Page means a single screen view of
textual and graphical information.

28
<PAGE>

Bankrate.com is structured in channels, which are typically organized around
banking or credit products and include original content and research. The
following chart illustrates how Bankrate.com is structured:

[A screen of Bankrate.com's web site. A banner along with a navigation bar is
at the top of the page and a navigation bar is on the left side of the page.
Balloons are inserted throughout the page with text describing the channels,
the information presented on the page and the updating features of the home
page.]

29
<PAGE>

Users may search for information on the mortgage pages of Bankrate.com by
product of interest and geographic location.

[A screen of Bankrate.com's web site. An advertisement along with a navigation
bar is at the top of the page. A banner is on the left side of the page.
Balloons are inserted throughout the page with text explaining the page's
features.]

30
<PAGE>

Bankrate.com also includes pages in which distribution partners may preview
upcoming features to assist with planning advertising campaigns.

[A screen of Bankrate.com's web site. A banner along with a navigation bar is
at the top of the page and a navigation bar is on the left side of the page.
Text in a balloon explains how the site can be utilized].

31
<PAGE>

Bankrate.com also distributes electronic newsletters daily and weekly to
approximately 90,000 subscribers covering topics such as mortgages, credit
cards, banking, small businesses, CD rates and Federal Funds rates. We also
maintain message boards where visitors can post questions for members of the
Bankrate.com community to answer. Topics parallel the channels offered by
Bankrate.com.

Distribution Arrangements

A significant portion of the traffic to Bankrate.com, as well as our other
web sites, is attributable to the distribution (or syndication) arrangements we
have with other web site operators. In January 1999, approximately 44% of the
total traffic to Bankrate.com and our other web sites originated from the web
sites of our distribution partners.

Our distribution arrangements fall into two categories: (1) those in which
we establish a "co-branded" site with the distribution partner, and (2) those
in which we provide content to the distribution partner's web site together
with a hyperlink to our own site. We have found co-branding to be more
effective in driving traffic to our sites.

Co-branded sites are created pursuant to agreements with our distribution
partners. Generally, agreements relating to co-branded sites provide for us to
host, sell and serve advertisements to and collect revenues from the co-branded
sites. Under these agreements, distribution partners are typically paid 38%-40%
of revenues generated by the related co-branded sites.

Under distribution arrangements that do not include co-branded sites, we
contract to provide content in exchange for a fee. The content identifies
Bankrate.com as its source and typically includes a link to Bankrate.com. Our
content partners include Yahoo!, SecureTax.com, Microsoft's MoneyCentral, CNNfn
and Standard & Poor's.

32
<PAGE>

We believe our distribution network for personal finance information is one
of the broadest and deepest on the internet. Intelligent Life has distribution
relationships with the seven highest-volume business networks as of the fourth
calendar quarter of 1998, as identified by Media Metrix, Inc. According to
Media Metrix, business networks and sites reach about 49% of web users, and our
distribution partners include every financial site that reaches 4% or more of
web users. The table below lists parties with which we have distribution
agreements as of March 10, 1999:

Access Atlanta Fiera Inc.
America Online Forbes Providence Online
Quicken.com
AT&T Worldnet Go Carolinas RealTimes
Austin 360 Go Hamptons Roads Realtor.com
Auto-by-Tel Go PBI San Antonio Express
Auto Connect Hispanic Online San Diego Insider
Auto Site HomeFair ScarsdaleNet.com
Black Families Housenet.com SecureTax.com
Business Today Houston Chronicle Sign on San Diego
Business Week Enterprise Inman New Features Sign on San Diego en
Business Week Online Inside New Orleans Espanol
CarBuyer.com Intellichoice Smackem.com
CarPrices.com Kiplinger's Smart Money Magazine
Classified Ventures MarketWatch.com SoFla.com
CNNfn.com Microsoft Network Spring Street
Compare.net (Carpoint & Money Standard & Poor's
Compuserve Central) Tegris
Concerto Technologies Milwaukee Journal US News & World Report
Credit Info Corp Sentinel Yahoo! (Loan Center & Tax
Discover Omaha MindSpring Center)
Dollar Stretcher Money Magazine Your New House
Edmunds Monster Board YUPI Internet
Family Money Motley Fool Zack's
NandoNet ZDTV.com

Financial Product Research

Our research staff is made up of 38 people who track weekly comparative
information on 46 financial products and services, including checking accounts,
consumer loans, lines of credit, mortgages, certificates of deposit, savings
accounts, credit cards, money market accounts and online accounts. We cover
both personal and small business accounts offered through individual offices
and on the internet by banks, thrifts, credit unions, credit card issuers,
mortgage bankers and mortgage brokers. Over 150,000 items of data are gathered
each week for over 120 markets across the United States and Puerto Rico from
over 3,500 institutions. The information obtained includes not only rates and
yields but related data such as lock periods, fees, points, and loan sizes for
mortgages and grace period, late penalties, cash advance fees, minimum payments
and terms and conditions for credit cards.

We adhere to a strict methodology in developing our markets and our
institutional survey group. The market universe includes the 100 largest U.S.
markets, as defined by the U.S. Census Bureau's Metropolitan Statistical Area
categories, along with the largest market in each state that does not include
one of the largest 100 markets. We provide a comparative analysis of data by
market as well as on a national basis.

Institutions in the survey group include the largest banks and thrifts
within each market area based on total deposits. The number of institutions
tracked within a given market is based on product availability and number of
institutions in the market area. In each of the largest 50 markets, ten
institutions are tracked. In each of the smaller markets, four or more
institutions are tracked. The institutions included in the survey group are
verified, and adjusted if necessary, on a quarterly basis using FDIC data.
Credit unions are not included in the market

33
<PAGE>

survey group since product availability is based on membership. The largest 50
U.S. credit unions are tracked as a separate survey group for comparison
purposes.

All products included in our database have closely defined criteria so that
information provided by institutions is truly comparative in nature. Data
undergo three levels of quality control prior to being accepted for inclusion
in the database. The first level is automatically performed by our editing
software, which identifies unusual changes. The second level is visual
proofing, which is performed by a researcher who gathers rates from
institutions through surveys. The researcher reviews the surveys to determine
whether there have been any changes in the data on a weekly basis. If there has
been a change that is outside of a specified range, the researcher verifies
that the data is correct by calling the institution. Once the data are
verified, they are forwarded to a senior researcher for review. The third level
is a dedicated quality control staff consisting of senior researchers reviewing
each market to ensure that the data has been correctly updated and correctly
entered into our databank. The quality control staff reviews each market for
overall accuracy and consistency of all fees and related information disclosed
to consumers. Additionally, the staff reviews the comparability of products,
institutional accuracy and survey accuracy. In addition, anonymous shopping, in
which we place calls to institutions in order to obtain rate information
without identifying ourselves as Bankrate.com, is performed on a weekly basis
to validate data. Institutions providing invalid data are contacted by our
quality control staff to ensure that future information will be accurate.
Institutions listed in our tables on Bankrate.com who purchase hyperlinks to
their own sites or other advertising must comply with the same criteria for
product listings that apply to other institutions and quotes or they are
removed. No special offers are listed on our internet sites. All of our new
research employees are provided with a four-week program of classroom and on-
the-job training to ensure consistency of data-gathering and validation
techniques.

At the end of each weekly survey, data are archived as part of our 16 year
old cumulative historical data file. This file provides a unique resource for
our financial analysts and editorial team in developing trend graphs, charts
and narrative analysis.

Editorial Content

In addition to our research department, we maintain an editorial staff of
ten senior editors and 14 full-time reporters. We also have relationships with
freelance writers. Most of our editorial staff are experienced journalists with
newspaper or broadcast outlet experience. For example, the reporters and
editors of Bankrate.com have an average of ten years of experience. Our
editorial staff produces original online content such as "A good deal of credit
insurance may be bad for consumers" and "Do your homework before trying to buy
that foreclosed home." We believe the quality of our original content plays a
critical role in attracting visitors to our sites and co-branded partners to
Intelligent Life.

While the majority of the content within our web sites is original and
produced internally, we also include third-party content. This content is
acquired under advertising revenue-sharing agreements which allow us to
incorporate relevant information on our web site that would otherwise require
additional resources for us to produce. An example of this type of arrangement
is the incorporation in Bankrate.com of financial calculators created and owned
by SmartMoney.

Print Publications

We continue to sell traditional print publications to absorb part of the
cost of creating research and original content. These publications are as
follows:

Consumer Mortgage Guide. Consumer Mortgage Guide began publication in May
1995 and generates revenue through the sale of mortgage rate listings in major
metropolitan newspapers across the United States. We enter into agreements with
the newspapers under which the newspapers provide us with print space in which
we publish the mortgage rate listings at no charge. In turn, we sell
advertising with the listings and split revenue with the newspapers on a
percentage basis.

34
<PAGE>

Newsletters. We publish three newsletters: 100 Highest Yields and Jumbo
Flash Report, which target individual consumers, and Bank Rate Monitor, which
targets an institutional audience. These newsletters provide rate information
with minimal editorial content.

theWhiz.com

theWhiz.com provides original content about personal finance that is easy to
understand and entertaining. We believe traditional and online personal finance
publications and web sites target white males over 40 years old with relatively
high incomes, who are interested in investing. theWhiz.com is designed to
address the personal finance needs of a younger, more female and more
ethnically diverse audience. As with Bankrate.com, theWhiz.com is divided into
channels, each of which includes original editorial content. All of
theWhiz.com's stories are archived and easily accessible via our archive home
page and site map. The following chart illustrates how theWhiz.com is
structured.

[A screen of theWhiz.com's web site. A banner along with a navigation bar is at
the top of the page and a navigation bar is on the left side of the page.
Balloons are inserted throughout with text describing what is on the page].

35
<PAGE>

theWhiz.com also has a community section which encourages readers to
interact with other visitors, theWhiz.com's staff and financial experts. Our
"Talk to theWhiz" forum allows readers to get expert advice on questions like
"Can a credit repair agency help me with my student loan debt?" The questions
and answers are archived so that new readers can research their interests. If
the answer isn't there, readers can fill out an e-mail form and submit their
question.

Since theWhiz.com publishes content on personal finance and lifestyle topics
and is not intended simply to provide objective information, we expect to use
theWhiz.com as a platform for electronic commerce.

Other Online Publications

Consejero.com

Consejero.com provides personal finance information in Spanish and serves as
a consumer guide to understanding local and international financial issues.
Consejero.com features country-specific personal finance content for the United
States as well as Argentina, Brazil, Chile, Colombia, Costa Rica, Mexico,
Panama, Peru, Puerto Rico, Spain and Venezuela. Spanish is the second most
common language found on the internet today, yet we believe that little useful
content on financial topics in Spanish currently exists on the internet. We aim
to satisfy the need for such data and capitalize on the anticipated rapid
growth of internet use by people who speak Spanish.

Consejero.com provides twice-daily news and feature articles written by
established journalists working from major cities in Latin America and Spain.
The topics are picked from day-to-day issues consumers face in their particular
countries. The site also provides general and entertainment news acquired
through partnerships with traditional media. We also expect to add the
capability to conduct transactions with distribution partners.

Consejero.com also includes information provided by Bankrate.com en Espanol,
an extension of Bankrate.com. Bankrate.com en Espanol provides the same
information and many of the services of Bankrate.com in Spanish but with
supplementary articles and tables to facilitate understanding for those who may
not be familiar with U.S. financial products and terms yet must maneuver in a
mostly English-language financial system. Both Consejero.com and Bankrate.com
en Espanol intend to enter into distribution and co-branding agreements with
the small but growing number of internet companies that are emerging to serve
Spanish-speaking markets in the United States, Latin America and Europe, as
well as enter into partnership agreements to enhance our brand recognition and
content distribution.

CPNet.com

Through CPNet.com, our online network of college newspaper web sites, we
provide online content and advertising management to hundreds of college
newspapers across the country. CPNet.com content includes news articles and
feature articles covering events and issues of interest to college students.
Topics include current events, lifestyles and entertainment as well as topics
that reflect college life. In addition to creating advertising relationships
that will allow us to offer an integrated outlet for advertisers seeking to
reach the college market, this gives us the ability to develop user
relationships that allow us to cross-promote our publications to young
consumers. We believe that college students use the internet more than many
other segments of the population. We believe that this network will be highly
attractive to advertisers since very few online publications offer a mechanism
for national advertisements to reach college students with one advertisement
purchase. CPNet aims to fulfill this market need.

Garzarelli.com and Possible Future Publications

We intend to use our online expertise and relationships to launch new online
publications. In October 1998, we launched a new electronic subscription site
for Wall Street investment advisor Elaine Garzarelli called Garzarelli.com. We
are responsible for the site's design, electronic subscription fulfillment,
partner linking, site management and advertising sales. Ms. Garzarelli owns the
internet site address, selects the content of her site

36
<PAGE>

and has the sole authority to determine whether the content can be distributed
to other websites. The subscription revenues generated from Garzarelli.com are
divided between us and Ms. Garzarelli. We receive 17% of subscription revenues,
and she receives the remainder. We also receive 100% of all advertising
revenues from Garzarelli.com.

In addition, in March 1999 we entered into a letter of intent with MECA
Software, LLC to create a new personal finance destination site and transaction
platform using the name "Managing Your Money" and the internet address MYM.com.
MYM.com is expected to offer record-keeping tools and financial calculators as
well as editorial content regarding personal finance issues such as home
buying, investing and retirement planning.

Consumer Marketing

Our expenditures on marketing and promotion to date have been limited. We
have principally relied on our co-branded distribution network to increase
traffic to our web sites. This approach has been supplemented with public
relations activities and limited direct-response expenditures. In addition,
Intelligent Life's history of providing editorial content to newspapers and
broadcasters has earned it a high level of awareness among journalists. As a
result, Bankrate.com is often cited as an authority on banking and credit
products in an editorial context. We intend to use part of the proceeds of this
offering to further build consumer brand recognition of our web sites.

To date, our direct-response marketing has consisted of placing banner
advertising on third party web sites either by purchasing or bartering
advertising impressions. Our strategy is to purchase advertising at either a
fixed cost per clickthrough or at a low CPM. We believe that the advertising
proceeds from one of our visitors generally allow us to recover much of the per
visitor cost of placing our advertising. If the majority of this cost can be
recovered on an initial visit, we may build a substantial base of repeat users
at a low cost. We anticipate the majority of our future advertising and
promotional expenditures will be allocated to web-based advertising.

Advertising Sales

Our advertising sales staff consists of 14 salespeople and support staff.
Five salespersons are located in our North Palm Beach corporate headquarters,
with the remainder in our satellite offices in New York, Chicago and Los
Angeles. Each salesperson is responsible for a designated geographic area
covering the Southeast, Mid-Atlantic, New England, Great Lakes, Midwest, Great
Plains, Northwest or Southwest regions of the United States. Salespeople sell
advertising related to all of our publications. We believe our sales force is
highly effective. In recent months, our advertising revenue has increased
because we have been able to sell up to approximately 75% of our advertising
inventory.

Our salespeople present advertising solutions to potential advertisers using
inventory created by our own web sites and co-branded web sites. We believe
this combined network of sites enhances value for advertisers and direct
marketers by (1) alleviating the need to purchase a series of advertising
campaigns from numerous web publishers, (2) providing advertisers and direct
marketers with access to a wide variety of business and personal finance online
content, and (3) providing targeted access to internet users with desirable
demographics. Advertisers and direct marketers can enhance the effectiveness of
their campaigns by customizing advertising delivery on our networks within a
particular content channel or across an entire network.

Advertising Alternatives

Our advertisers can target prospective customers using three different
approaches:

. targeting specific geographic and product areas, for example,
mortgage rates in Atlanta;

. targeting specific product channels, for example, all borrowers
interested in the home equity channel; or

. general rotation throughout a particular site, such as Bankrate.com.

37
<PAGE>

Our most common graphical advertisement sizes are banners, which are
prominently displayed at the top of a page (486 x 60 pixels) and badges, which
are smaller than banners and less visible (125 x 125 pixels). Banners and
badges are offered for general rotation or specific sites. List prices, which
may vary depending upon the quantity of advertisements and the length of the
advertising campaign, for banner and badge advertisements with premium
placement may be as low as $30 CPM and as high as $90 CPM.

We also sell posters, which are oversize advertisements that contain more
information than traditional advertisements. We position posters on certain
pages so that they dominate the page. List prices average $75 CPM. Advertisers
may also purchase sponsorship positions on the Bankrate.com home page and the
main page for each product channel. The cost of the sponsorship is based on
banner rates for impressions received. Advertisers can also sponsor an entire
channel. In addition, we offer a reference bar above all rate tables. A
reference bar is an advertising feature that contains tab references for
consumers on such topics as insurance, credit reports, credit problems and
moving rates. Users who click on the tabs are taken to an advertiser's web site
for answers to their particular questions or needs. The cost of the
advertisement is based on banner rates for number of impressions.

Providing effective tools for managing advertising campaigns is essential to
maintaining advertising relationships. We use a state-of-the-art program under
license that allows our advertisers to monitor their spending on our web sites
in real-time for impressions received and clickthrough ratios generated.

Hyperlinks

Financial institutions that are listed in our rate tables have the
opportunity to hyperlink their listings. By clicking on the hyperlink, users
are taken to the institution's web site. A substantial benefit to advertisers
with the hyperlink rate listing is that the hyperlinks are in fixed placement
on the rate pages and are shown every time a user accesses a page. In contrast,
banner advertisements are rotated based on the number of impressions purchased.
Hyperlink fees are sold for three-month periods. The number of hyperlinked rate
listings that can be added to a rate page is limited only by the number of
institutions listed, while banner positions are limited by space available.
Listed rates for hyperlinks are $45 CPM.

Rate Alert E-Mail Sponsorships

We issue weekly updates on mortgage rates via e-mail to customers who have
requested this free service. Rate alerts are issued for credit card and savings
account updates on a less-frequent basis. Advertisers can sponsor the e-mails
with text listings that are hyperlinked to their web site. Banner
advertisements to be included with each e-mail are under development. The cost
for sponsoring a rate alert is $0.25 per subscriber.

Chat Room Sponsorships

We offer advertisers chat rooms in Bankrate.com and theWhiz.com in which
they may promote their spokespeople or products and acquire valuable real-time
feedback from consumers. In these chat rooms, a moderator from the
theWhiz.com's staff screens questions from visitors. The advertiser or host
then answers questions and receives "virtual focus group" feedback from users.
We generally charge advertisers $6,000 per session.

38
<PAGE>

Advertisers

We market to local advertisers targeting a specific audience in a city or
state and also to national advertisers targeting the entire country. No
advertiser accounts for more than 10% of our revenues. As of January 31, 1999,
we had approximately 192 advertisers. A representative sample of our national
advertisers includes:

<TABLE>
<S> <C>
Aames Home Loans Household Finance
American Express Intuit
American Home Loans M&I Mortgage
Auto-by-Tel Mackinac Savings
Capital One Microsoft
Countrywide Home Loans Mortgage Expo
Crestar Mortgage NationsBank
Downey Savings NetBank
First Mortgage Network NextCard
First Union Pacific Shore Funding
First USA Visa Providian Financial
Four Web sites Superior Bank
General Motors United Lending Group
</TABLE>

This sample represents a cross-section of significant advertisers from
different sectors of financial services and other industries.

Competition

Intelligent Life competes for advertising revenues across the broad category
of personal finance information provided in traditional media such as
newspapers, magazines, radio and television and in the developing market for
online financial publications. There are many competitors that have
substantially greater resources than Intelligent Life. Our online competition
includes the following:

. personal finance sections of general interest sites such as Yahoo! and
America Online;

. personal finance destination sites such as Quicken.com, MoneyCentral,
Forbes, Business Week, Fortune, Smart Money, Kiplinger's and Money.com;
and

. e-commerce sites that provide bank and credit product information such as
e-Loan and GetSmart.

Competition in the online segment is generally directed at growing users and
revenue using marketing and promotion to increase traffic to our web sites. We
believe that original content and objective product information differentiate
us from our competitors.

Operations

Our principal office in North Palm Beach, Florida is where our proprietary
web sites are hosted and all of our network operations are controlled. Internet
access is maintained through multiple T-1 connections with Cable & Wireless
PLC. The computer equipment used to operate our web sites is powered by
uninterruptible power supply units and a generator.

Proprietary Rights

Our proprietary intellectual property consists of our unique research and
editorial content. We rely primarily on a combination of copyrights,
trademarks, trade secret laws, our user policy and restrictions on disclosure
to protect this content.

Employees

As of April 15, 1999, we had 137 full-time employees, of which 40 were in
product and content development, 23 in sales and marketing, 40 in editorial and
21 in administration. We have never had a work stoppage and none of our
employees are represented under collective bargaining agreements. We consider
our

39
<PAGE>

employee relations to be good. Our employees are legally employed by Vincam
Human Resources, Inc., and work for us under an employee leasing arrangement.
See "Management--Employee Leasing" on page 45.

Properties

Our principal administrative, sales, marketing and research facilities are
located on approximately 14,000 square feet of leased office space in North
Palm Beach, Florida. We believe that our facilities are adequate to meet our
needs for the foreseeable future.

Legal Proceedings

Intelligent Life is not a party to any material legal proceeding.

40
<PAGE>

MANAGEMENT

Directors and Executive Officers

Our directors and executive officers and their ages as of the date of this
prospectus are as follows:

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
William P. Anderson,
III.................... 50 President, Chief Executive Officer and Director
Sara Campbell Taylor.... 41 Senior Vice President--Sales and Syndication
Peter W. Minford........ 41 Senior Vice President--Administration
G. Cotter Cunningham.... 36 Senior Vice President--Marketing
Bruns H. Grayson(1)..... 51 Director
Peter C. Morse(2)....... 52 Director
Randall E.
Poliner(1)(2).......... 43 Director
</TABLE>
--------

(1) Member of the Compensation Committee.

(2) Member of the Audit Committee.

William P. Anderson, III has served as President and Chief Executive Officer
of Intelligent Life and Director since July 1997. From its creation to June
1997, Mr. Anderson served as President and Chief Executive Officer of Block
Financial Corporation, a subsidiary of H&R Block, Inc. engaged in consumer
lending, software and online financial services delivery. From August 1992 to
September 1995, Mr. Anderson served as Chief Financial Officer of H&R Block,
Inc. From July 1973 to November 1991, Mr. Anderson worked at KPMG Peat Marwick
in various capacities including serving as partner-in-charge of the national
corporate finance practice within the management consulting department. Mr.
Anderson is a member of the Board of Directors of SecureTax.com, Inc., a
privately held company. Mr. Anderson holds a Bachelor of Mechanical Engineering
from Auburn University and an M.B.A. from Emory University.

Sara Campbell Taylor has served as Senior Vice President--Sales and
Syndication of Intelligent Life, responsible for advertising sales and
distribution arrangements, since May 1996. From January 1993 to June 1996, Ms.
Taylor served as Vice President--Asset Securitization for ABN Amro Securities,
Inc., an investment banking firm. Ms. Taylor specialized in mergers and
acquisitions, structured finance and asset valuation. Ms. Campbell holds a B.S.
in Finance from Pennsylvania State University.

Peter W. Minford has served as Senior Vice President--Administration of
Intelligent Life since February 1998. From August 1992 to February 1998, Mr.
Minford served as Senior Vice President-Administration at The Bank of Tampa.
Mr. Minford has held various senior management positions in commercial banking
for over 19 years including roles in credit administration, commercial lending,
general administration and operations. Mr. Minford holds a B.S. in Finance from
Florida State University and an M.B.A. from the University of South Florida.

G. Cotter Cunningham has served as Senior Vice President--Marketing of
Intelligent Life since February 1999. From August 1997 to January 1999, Mr.
Cunningham was Vice President of Valentine McCormick Ligibel, Inc., an
advertising agency specializing in new media. From August 1992 to July 1997,
Mr. Cunningham was Vice President of Block Financial Corporation, where he
created, launched and directed the CompuServe Visa and WebCare Visa credit card
programs. Mr. Cunningham holds a B.S. in Economics from the University of
Memphis and an M.B.A. from Vanderbilt University's Owen Graduate School of
Management.

Bruns H. Grayson has served as director of Intelligent Life since June 1997.
Since 1982, Mr. Grayson has been the managing partner of ABS Ventures, a series
of venture capital funds affiliated with BT Alex. Brown Incorporated. Mr.
Grayson is also a member of the Board of Directors of Anadigics, Inc., Dialog
Software, Inc., Formation Systems, Inc., i-Logix, Inc., Software Corporation of
America and Telogy Networks, Inc. Mr. Grayson holds a B.A. from Harvard
College, an M.A. from Oxford University and a J.D. from the University of
Virginia Law School. Mr. Grayson was a Rhodes Scholar in 1974.

41
<PAGE>

Peter C. Morse has served as a director of Intelligent Life since July 1993.
Mr. Morse served as our President and Chief Executive Officer from July 1993
until July 1997 and served as our Chairman from July 1997 until April 1999.
Since 1982, Mr. Morse has served as President of Morse Partners, Ltd., a
private equity firm that acquires operating companies and provides expansion
capital. From 1986 to 1990, Mr. Morse was Chairman of FAO Schwarz, the national
chain of children's gifts stores. Mr. Morse has also held senior positions at
Janney Montgomery Scott, Inc., an investment banking firm. Mr. Morse holds a
B.S.B.A. from Georgetown University and an M.B.A. from Columbia University.

Randall E. Poliner has served as a director of Intelligent Life since
November 1998. Since April 1993, Mr. Poliner has served as President of Antares
Capital Corporation, a private venture capital firm investing equity capital in
developmental and expansion stage companies. Mr. Poliner holds a Bachelor of
Electrical Engineering from the Georgia Institute of Technology, a M.S. from
Carnegie-Mellon University and an M.B.A. from Harvard Business School.

Terms of Directors

Concurrently with the effective date of this offering, the Board of
Directors will be divided into three classes, with members serving for
staggered three-year terms. The Board will be comprised of one Class I director
(Mr. Poliner), two Class II directors (Messrs. Anderson and Grayson) and one
Class III director (Mr. Morse). At each annual meeting of shareholders, a class
of directors will be elected for a three-year term to succeed the directors of
the same class whose terms are then expiring. The terms of the initial Class I
directors, Class II directors and Class III directors will expire upon the
election and qualification of successor directors at the 2000, 2001 and 2002
annual meetings of shareholders, respectively. There are no family
relationships between any of the directors or executive officers of Intelligent
Life.

Committees of the Board of Directors

The members of the Audit Committee are Peter C. Morse (Chairman) and Randall
E. Poliner. The Audit Committee reviews the scope and timing of our audit
services and any other services our independent auditors are asked to perform,
the auditor's report on our financial statements following completion of their
audit and their policies and procedures with respect to internal accounting and
financial control. In addition, the Audit Committee makes annual
recommendations to the Board of Directors for the appointment of independent
auditors for the following year.

The members of the Compensation Committee are Bruns H. Grayson (Chairman)
and Randall E. Poliner. The Compensation Committee reviews and evaluates the
compensation and benefits of all our officers, reviews general policy matters
relating to compensation and benefits of employees of Intelligent Life and
makes recommendations concerning these matters to the Board of Directors. The
Compensation Committee also administers our stock option plans.

Compensation of Directors

Neither employee nor non-employee directors receive compensation for
services performed in their capacity as directors. We reimburse each director
for reasonable out-of-pocket expenses incurred in attending meetings of the
Board of Directors and any of its committees.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or will be an executive officer
of Intelligent Life.

42
<PAGE>

Executive Compensation

The following table sets forth the total compensation for 1998 for our
President and Chief Executive Officer. No other executive officer of
Intelligent Life received total annual salary and bonuses for the fiscal year
ended June 30, 1998 in excess of $100,000.

Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation(1) Awards
---------------------------------
Restricted Stock All Other
Name and Principal Position Salary Bonus Awards Compensation
- --------------------------- --------------------------------- ------------
<S> <C> <C> <C> <C>
William P. Anderson, III........ $ 275,000 $ 0 $354,253(2) $30,852(3)
President and Chief Executive
Officer
</TABLE>
- --------
(1) In accordance with the rules of the Securities and Exchange Commission, the
compensation set forth in the table does not include compensation in the
form of perquisites or other personal benefits because such perquisites and
other personal benefits constituted less than the lesser of $50,000 or 10%
of the total annual salary and bonus for the named Executive Officer for
such year.

(2) Consists of the net value a restricted stock award of 454,170 shares of
common stock granted in exchange for a promissory note in the amount of
$236,168. No such shares were vested as of June 30, 1998. As of March 10,
1999, 189,238 shares had vested, and the remaining shares had been
reacquired by Intelligent Life. As a result of the reacquisition we
cancelled $137,765 of the note, and the remaining balance of the note,
$98,403, was forgiven. The fair market value of the common stock was $6.50,
which was based on the estimated values from the then most recent
transactions involving sales of Intelligent Life's stock. See "Certain
Transactions" on page 46.
(3) Consists of a one time payment for relocation expenses.

Stock Option and Other Compensation Plans

1997 Equity Compensation Plan. Our 1997 Equity Compensation Plan (the "1997
Plan") became effective on July 30, 1997. The aggregate number of shares
reserved for issuance under the Equity Compensation Plan is 1,500,000 shares.
The purpose of the Equity Compensation Plan is to provide incentives for key
employees, officers, consultants and directors to promote the success of
Intelligent Life, thereby benefiting shareholders and aligning the economic
interests of the participants with those of the shareholders. Awards granted
under the Equity Compensation Plan may be restricted stock, options intended to
qualify as "incentive stock options" or nonqualified stock options.

As of April 15, 1999, options to purchase 429,000 shares of common stock
were outstanding under the 1997 Plan at a weighted average exercise price of
$2.10 per share. No shares of common stock had been issued upon exercise of
options granted under the 1997 Plan.

As of the date of this prospectus, Intelligent Life is granting options upon
completion of this offering under the 1997 Plan to a broad base of employees
exercisable for an aggregate of 72,500 shares of common stock at the initial
public offering price.

1999 Equity Compensation Plan. Our 1999 Equity Compensation Plan (the "1999
Plan") became effective on March 10, 1999. The aggregate number of shares
reserved for issuance under the Equity Compensation Plan is 1,500,000 shares.
The purpose of the 1999 Plan is to provide incentives for key employees,
officers, consultants and directors to promote the success of Intelligent Life,
thereby benefiting shareholders and aligning the economic interests of the
participants with those of the shareholders. Awards granted under the Equity
Compensation Plan may be restricted stock, options intended to qualify as
"incentive stock options" or nonqualified stock options.

As of April 15, 1999, options to purchase 358,500 shares of common stock
were outstanding under the 1999 Plan at a weighted average exercise price of
$2.97 per share. No shares of common stock had been issued upon exercise of
options granted under the 1999 Plan.

Incentive Compensation Plan. We have adopted an incentive compensation plan
for our 1999 fiscal year. The plan is administered by the Compensation
Committee of the Board of Directors, which determines eligible

43
<PAGE>

participants, performance goals, measurement criteria, performance ratings and
amount and timing of payments. Awards under the plan are determined annually on
the basis of our performance over the year in relation to certain pre-
determined financial and operating goals. All awards are paid in full, in cash,
following the year of performance. Awards are granted under the plan at the
sole discretion of the Compensation Committee.

Employee Leasing

We lease all of our employees from Vincam Human Resources, Inc. The terms
under which we lease our employees are set forth in an agreement between Vincam
and us dated February 25, 1999.

Our agreement with Vincam is a co-employment arrangement, which allows
Vincam to assume some of our rights and responsibilities with respect to our
employees. All of our employees have submitted employment applications to
Vincam and have been approved for hire by Vincam but assigned to our worksite
to perform services under our direction and control. We transfer to Vincam's
payroll all employees identified to work at our workplace provided each such
employee accepts employment offered by Vincam. Vincam maintains workers'
compensation coverage and group health coverage for each employee.

Vincam assumes our rights as to the employees, including the right to hire,
fire, discipline and pay wages. We do, however, retain the right to reject the
assignment of any worker to our worksite by Vincam prior to assignment to our
worksite or during the course of the assignment. As a result, we retain control
over employees in a manner typically of an employer/employee relationship.
Additionally, we retain such discretion, supervision and control over the
employees as is necessary to conduct our business on a day-to-day basis. The
Agreement between Vincam and the Company is filed as an exhibit to the
registration statement of which this prospectus is a part.

The agreement has a one-year term. During this time, either party may
terminate the agreement by giving thirty days' written notice, unless
terminated for cause, which includes non-payment when due of any amount payable
under the agreement or breach of a material term. After the first year, the
agreement renews automatically on the date the agreement was originally entered
into for an additional year.

Employment Agreements

Mr. Anderson has entered into an employment agreement with Intelligent Life
effective as of March 10, 1999. Pursuant to this agreement, Mr. Anderson is
entitled to receive an annual base salary of $275,000 and is entitled to a
bonus as determined by the Board of Directors. In addition, Mr. Anderson is
eligible to participate in, and has been granted options to acquire 358,500
options under, Intelligent Life's 1999 Equity Compensation Plan. Under the
terms of the agreement, Mr. Anderson has assigned to Intelligent Life all of
his copyrights, trade secrets and patent rights that relate to the business of
Intelligent Life. Additionally, Mr. Anderson has agreed not to compete with
Intelligent Life during the term of his employment and for a period of two
years after termination of his employment. Mr. Anderson has also agreed not to
solicit customers and employees of Intelligent Life for a period of two years
following termination of his employment with Intelligent Life. In connection
with any termination of Mr. Anderson's employment, other than voluntary
termination, Mr. Anderson will be entitled to receive a severance payment equal
to the amount of his base salary and benefits for a 12-month period.

Limitation of Liability and Indemnification of Officers and Directors

Our Articles of Incorporation provide that the liability of our directors
for monetary damages is eliminated to the fullest extent permissible under
Florida law and that we may indemnify our officers, employees and agents to the
fullest extent permitted under Florida law.

Our Bylaws provide that we must indemnify our directors against all
liabilities to the fullest extent permitted under Florida law and that we must
advance all reasonable expenses incurred in a proceeding where the director was
either a party or a witness because he or she was a director.

Intelligent Life maintains a directors' and officers' liability insurance
policy in the amount of $1,000,000 per occurrence.

44
<PAGE>

CERTAIN TRANSACTIONS

We entered into three lease agreements with Bombay Holdings, Inc. for our
principal corporate offices and facilities. Bombay is wholly owned by Peter C.
Morse, a director of Intelligent Life. The leases include renewal options and
require Intelligent Life to pay a percentage of the common maintenance charges.
Rent expense paid to Bombay was $99,192 for the six months ended December 31,
1998 and $164,552, $85,591 and $83,858 for the fiscal years ended 1998, 1997
and 1996, respectively. We believe that the terms of the lease agreements are
no less favorable to us than those that could have been obtained from
unaffiliated third parties.

Mr. Morse made loans to Intelligent Life during the years ended June 30,
1997 and 1998 in the amounts of $687,000 and $200,000, respectively. Interest
rates for the loans were between 6.5% and 7%. The loans have subsequently been
contributed to capital.

In August 1997, Mr. Morse purchased 10,769 shares of Series A Preferred
Stock and 527 shares of Series B Preferred Stock from the Company at $65 and
$114 per share, respectively, which was the price paid by third parties in the
same transactions.

As part of a compensation package, we sold 454,170 shares of common stock to
William P. Anderson, III, our President and Chief Executive Officer, effective
when Mr. Anderson was hired in July 1997. In exchange for such shares,
Mr. Anderson executed a promissory note to us for $236,168, which was payable
over a ten-year term and bore interest at 6.42%. The aggregate fair market
value of such shares was $590,421, and accordingly, compensation expense was
recorded. These shares were subject to vesting provisions, which had lapsed as
to 189,238 shares as of March 10, 1999. On that date, Intelligent Life
reacquired 264,932 shares of unvested common stock from Mr. Anderson in
exchange for cancellation of $137,765 of Mr. Anderson's promissory note. The
remaining amount of the note, in the amount of $98,403, was forgiven.

On March 9, 1999, Intelligent Life issued Mr. Anderson options to acquire
358,500 shares of common stock at an exercise price of $2.97 per share. The
options are intended to qualify as incentive stock options. The options vest in
equal monthly installments over a three-year period.

On March 9, 1999, Intelligent Life issued a promissory note to Antares
Capital Fund II Limited Partnership. Randall E. Poliner, a director of
Intelligent Life, is President of the general partner of Antares. Pursuant to
the note, Antares loaned Intelligent Life $1,000,000 at an interest rate of 8%,
which was payable on April 9, 1999. The amount borrowed under the note is being
used for general corporate purposes. On April 9, 1999, in accordance with the
terms of the note, the principal amount plus interest was automatically
converted into 6,784 shares of Series B Preferred Stock at a conversion price
of $148.40 per share. Each share of Series B Preferred Stock will be converted
into 50 shares of common stock immediately prior to completion of this
offering. The aggregate value of the shares at conversion, assuming an initial
public offering price of $12, will be $4,070,400.

Our Board of Directors has adopted a resolution whereby all future
transactions with related parties, including any loans from us to our officers,
directors, principal stockholders or affiliates, must be approved by a majority
of the Board of Directors, including a majority of the independent and
disinterested members of the Board of Directors or a majority of the
disinterested stockholders and must be on terms no less favorable to us than
could be obtained from unaffiliated third parties.

45
<PAGE>

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial
ownership of our common stock as of the date of this prospectus and as adjusted
to reflect the sale by Intelligent Life of the common stock being offered
hereby, relating to: (1) each of our directors; (2) our President and Chief
Executive Officer; (3) all those known by us to be beneficial owners of more
than five percent of the outstanding shares of common stock; and (4) all of our
executive officers and directors as a group.

<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering (1) After Offering (1)
----------------------------- -----------------------------
Shares Percent Shares Percent
--------------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
Peter C. Morse.......... 5,514,800 55.5% 5,514,800 41.0%
200 Four Falls
Corporate Center, Suite
205
West Conshohocken,
Pennsylvania 19428
Robert H. Lessin(2)..... 1,276,900 12.8 1,276,900 9.5
826 Broadway
New York, New York
10003
Bruns H. Grayson(3)..... 1,264,950 12.7 1,264,950 9.4
1 South Street, Suite
2150
Baltimore, Maryland
21262
William P. Anderson, 209,154 2.1 209,154 1.6
III(4).................
11811 U.S. Highway One,
Suite 101
North Palm Beach,
Florida 33408
Randall E. Poliner(5)... 783,134 7.9 783,134 5.8
7900 Miami Lakes Drive
West
Miami Lakes, Florida
33016
All directors and
executive officers as a
group
(seven persons)(4)..... 9,098,938 91.3 9,098,938 67.6
</TABLE>
- --------

(1) For purposes of calculating the percentage beneficially owned, the number
of shares of common stock deemed outstanding prior to the offering includes
(1) 9,940,988 shares outstanding as of April 15, 1999 and (2) shares
issuable upon the exercise of options which may be exercised within 60 days
following April 15, 1999 ("Presently Exercisable Options"). The number of
shares of common stock deemed outstanding after this offering includes the
additional 3,500,000 shares that are being offered for sale in this
offering. Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission that deem shares to be
beneficially owned by any person or group that has or shares voting and
investment power with respect to such shares. Presently Exercisable Options
are deemed to be outstanding and to be beneficially owned by the person or
group holding such options for the purpose of computing the percentage
ownership of such person or group but are not treated as outstanding for
the purpose of computing the percentage ownership of any other person or
group.
(2) Includes shares owned by BRM Holdings LLC. Mr. Lessin is a control person
of BRM Holdings LLC and is the beneficial owner of such shares.
(3) Consists of shares owned by ABS Ventures IV, L.P. and ABX Fund, L.P. Mr.
Grayson is a managing member of Calvert Capital II L.L.C., the general
partner of such limited partnerships. Mr. Grayson disclaims beneficial
ownership of such shares.

(4) Includes 19,916 shares of common stock issuable upon exercise of stock
options that are exercisable within 60 days of April 15, 1999.
(5) Consists of shares owned by Antares Capital Fund II Limited Partnership and
ACF II Side Fund Limited Partnership. Mr. Poliner is President of Antares
Capital Partners II, Inc., the general partner of such limited
partnerships, and is a beneficial owner of such shares.

46
<PAGE>

DESCRIPTION OF CAPITAL STOCK

General

Our authorized capital stock consists of (1) 100,000,000 shares of common
stock, $.01 par value per share, and (2) 10,000,000 shares of preferred stock,
$.01 par value per share. As of April 15, 1999, we had issued and outstanding
9,940,988 shares of common stock (assuming the conversion of all outstanding
shares of preferred stock into shares of common stock). As of April 15, 1999,
the outstanding shares of our common stock were held by four shareholders and
shares of our Series A and Series B Preferred Stock were held by 15
shareholders. The following description of our capital stock is a summary and
is qualified in its entirety by the provisions of our Articles of Incorporation
and Bylaws, copies of which have been filed as exhibits to the registration
statement of which this prospectus is a part.

Common Stock

Holders of shares of common stock are entitled to one vote per share for the
election of directors and all matters to be submitted to a vote of Intelligent
Life's shareholders. Subject to the rights of any holders of preferred stock
which may be issued in the future, the holders of shares of common stock are
entitled to share ratably in such dividends as may be declared by the Board of
Directors and paid by Intelligent Life out of funds legally available therefor.
In the event of dissolution, liquidation or winding up of Intelligent Life,
holders of shares of common stock are entitled to share ratably in all assets
remaining after payment of all liabilities and liquidation preferences, if any.
Holders of shares of common stock have no preemptive, subscription, redemption
or conversion rights. The outstanding shares of common stock are, and the
shares of common stock to be issued by Intelligent Life in connection with this
offering will be, duly authorized, validly issued, fully paid and
nonassessable.

Preferred Stock

The Board of Directors is authorized, subject to certain limitations
prescribed by law, without further shareholder approval, to issue from time to
time up to an aggregate of 10,000,000 shares of preferred stock in one or more
series and to fix or alter the designations, preferences, rights and any
qualifications, limitations or restrictions on the shares of each such series
thereof, including the dividend rights, dividend rates, conversion rights,
voting rights, terms of redemption (including sinking fund provisions),
redemption price or prices, liquidation preferences and the number of shares
constituting any series or designations of such series. The issuance of
preferred stock may have the effect of delaying or preventing a change of
control of Intelligent Life.

Material Articles of Incorporation and Bylaw Provisions

Intelligent Life's Articles of Incorporation provide that special meetings
of shareholders may be called only by: (1) the Board of Directors; (2) the
Chairman of the Board of Directors (if one is so appointed); (3) the Chief
Executive Officer; (4) the President; or (5) holders of not less than 35% of
all votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. The Articles of Incorporation and Bylaws also provide
for a classified Board of Directors and permit removal of directors only for
cause. See "Management--Directors and Executive Officers" on page 42.

Intelligent Life's Bylaws establish an advance notice procedure for the
nomination, other than by or at the direction of the Board of Directors or a
committee thereof, of candidates for election as directors, as well as for
other shareholder proposals to be considered at shareholders' meetings. Notice
of shareholder proposals and director nominations must be given in writing to
the secretary of Intelligent Life before the meeting at which such matters are
to be acted upon or directors are to be elected. Such notice must be received
at the principal executive offices of Intelligent Life, with respect to
shareholder proposals and elections to be held at the annual meeting, not less
than 60 days before the date of the meeting at which the directors are to be
elected; however, if less than 70 days' notice or prior public disclosure of
the date of the scheduled meeting is given or made,

47
<PAGE>

notice by the shareholder, to be timely, must be delivered or received not
later than the close of business on the tenth day following the earlier of the
day on which notice of the date of the meeting is mailed to shareholders or
public disclosure of the date of such meeting is made.

Notice to Intelligent Life from a shareholder who intends to present a
proposal or to nominate a person for election as a director at a shareholders'
meeting must contain biographical information about the shareholder giving such
notice and, in the case of director nominations, all information that would be
required to be included in a proxy statement soliciting proxies for the
election of the proposed nominee (including such person's written consent to
serve as a director if so elected). If the presiding officer at the meeting
determines that a shareholder's proposal or nomination is not made in
accordance with the procedures set forth in the Articles of Incorporation, such
proposal or nomination, at the direction of such presiding officer, may be
disregarded. The notice requirement for shareholder proposals contained in the
Articles of Incorporation does not restrict a shareholder's right to include
proposals in Intelligent Life's annual proxy materials pursuant to rules
promulgated under the Exchange Act.

The Articles of Incorporation provide that directors may be removed only

. for cause; and

. only by the affirmative vote, at any annual or special meeting of the
shareholders, of not less than 66 2/3% of the total number of votes of
the then-outstanding shares of capital stock of Intelligent Life that
are entitled to vote generally in the election of directors, voting
together as a single class, (if notice of such proposed removal was
contained in the notice of such meeting).

"For cause" means (1) misconduct as a director of Intelligent Life or any
subsidiary of Intelligent Life which involves dishonesty with respect to a
material corporate activity or material corporate assets, or (2) conviction of
an offense punishable by one or more years of imprisonment (other than minor
regulatory infractions and traffic violations which do not materially and
adversely affect Intelligent Life).

The Board of Directors has the power to increase or decrease the authorized
number of directors, with or without shareholder approval. Newly created
directorships resulting from any increase in the number of directors or any
vacancy of the Board of Directors may be filled by the affirmative vote of a
majority of the remaining directors then in office or, if not filled by the
directors, by the shareholders.

The Articles of Incorporation provide that in discharging the duties of
their respective positions and in determining what is believed to be in the
best interests of Intelligent Life, the Board of Directors, any committee of
the Board of Directors and any individual director, in addition to considering
the effects of any action on Intelligent Life or its shareholders, may, to the
extent permitted by applicable Florida law, in his or her or their sole
discretion, consider the interests of the employees, customers, suppliers and
creditors of Intelligent Life and its subsidiaries, the communities in which
offices or other establishments of Intelligent Life and its subsidiaries are
located and all other factors such director(s) may consider pertinent.

The preceding provisions of the Articles of Incorporation may be changed
only upon the affirmative vote of holders of at least 66 2/3% of the total
number of the then-outstanding shares of capital stock of Intelligent Life that
are entitled to vote generally in the election of directors, voting together as
a single class.

The provisions of the Articles of Incorporation and Bylaws summarized in the
preceding paragraphs and the provisions of the Florida Business Corporations
Act ("FBCA") described under "Certain Provisions of Florida Law" contain
provisions that may have the effect of delaying or preventing a non-negotiated
merger or other business combination involving Intelligent Life. These
provisions are intended to encourage any person interested in acquiring
Intelligent Life to negotiate with and obtain the approval of the Board of
Directors in connection with the transaction. Certain of these provisions may,
however, discourage a future acquisition of Intelligent Life not approved by
the board of directors in which shareholders might receive a high value for
their shares or that a substantial number or even a majority of Intelligent
Life's shareholders might believe to be in their best interest. As a result,
shareholders who desire to participate in such a transaction may not have the
opportunity to do so. Such provisions could also discourage bids for the common
stock at a premium, as well as create a depressive effect on the market price
of the common stock.

48
<PAGE>

Material Provisions of Florida Law

Intelligent Life is subject to several anti-takeover provisions under
Florida law that apply to a public corporation organized under Florida law,
unless the corporation has elected to opt out of those provisions in its
articles of incorporation or bylaws. Intelligent Life has not elected to opt
out of those provisions. The FBCA prohibits the voting of shares in a publicly-
held Florida corporation that are acquired in a "control share acquisition"
unless the holders of a majority of the corporation's voting shares (exclusive
of shares held by officers of the corporation, inside directors or the
acquiring party) approve the granting of voting rights as to the shares
acquired in the control share acquisition. A "control share acquisition" is
defined as an acquisition that immediately thereafter entitles the acquiring
party to 20% or more of the total voting power in an election of directors.

The FBCA also contains an "affiliated transaction" provision that prohibits
a publicly-held Florida corporation from engaging in a broad range of business
combinations or other extraordinary corporate transactions with an "interested
shareholder" unless: (1) the transaction is approved by a majority of
disinterested directors before the person becomes an interested shareholder;
(2) the interested shareholder has owned at least 80% of the corporation's
outstanding voting shares for at least five years; or (3) the transaction is
approved by the holders of two-thirds of the corporation's voting shares other
than those owned by the interested shareholder. An interested shareholder is
defined as a person who together with affiliates and associates beneficially
owns more than 10% of the corporation's outstanding voting shares.

Registration Rights

The holders of 5,698,550 shares of common stock are entitled to require us
to prepare and file a registration statement to register such shares under the
Securities Act. We must prepare and file such a registration statement upon the
request of holders of the number of such shares having an anticipated aggregate
offering price of at least $15,000,000. Such request can be made at any time
following 180 days after the date of this prospectus. These holders are
entitled to demand such registration one time only. Such holders also have
certain Form S-3 demand registration rights.

In addition, the holders of such 5,698,550 shares of common stock and the
holders of an additional 3,985,438 shares of common stock are entitled to have
such shares included in a registration statement filed by Intelligent Life,
subject to certain restrictions, for an unlimited time. We are required to bear
the expense of such registrations except for any underwriting discounts and
commissions, which will be borne by the participating shareholders in
proportion to the number of shares sold.

Listing

Application has been made to include our common stock on the Nasdaq National
Market under the trading symbol "ILIF."

Transfer Agent and Registrar

The transfer agent for our common stock is SunTrust Bank, Inc.

49
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of our common stock in the public market could
adversely affect prevailing market prices of our common stock. Furthermore,
since a significant number of our shares will not be available for sale
following this offering because of certain contractual and legal restrictions
on resale described below, sales of substantial amounts of common stock in the
public market after these restrictions lapse could adversely affect the
prevailing market price and our ability to raise equity capital in the future.

Upon completion of this offering, we will have outstanding an aggregate of
13,440,988 shares of our common stock, assuming no exercise of the
underwriters' over-allotment option and no exercise of outstanding options. Of
these shares, the 3,500,000 shares sold in this offering will be freely
tradeable without restriction or registration under the Securities Act, unless
such shares are purchased by "affiliates" as that term is defined in Rule 144
under the Securities Act ("Affiliates"). The remaining 9,940,988 shares of
common stock are held by existing stockholders and are "restricted securities"
as that term is defined in Rule 144 under the Securities Act. Restricted
securities may be sold in the public market only if registered or if they
qualify for an exemption from registration, including those under Rule 144
promulgated under the Securities Act, Rule 144 is summarized below.

As a result of the contractual restrictions described below and the
provisions of Rule 144, the restricted securities could be available for sale
in the public market as follows:

. 1,217,950 shares may be eligible for sale in accordance with the
requirements of Rule 144 upon expiration of their respective one-year
holding periods, which will occur on November 25, 1999 as to 878,750
shares and will occur on March 9, 2000 as to 339,200 shares; and

. 8,723,038 shares may be eligible for sale in accordance with the
requirements of Rule 144 upon expiration of lock-up agreements, as
described below.

Lock-Up Agreements. All of our executive officers, those of our directors
who have legal right of disposition of shares of common stock and our
principal stockholders have signed lock-up agreements under which they agreed
not to transfer or dispose of, directly or indirectly, any shares of common
stock or any securities convertible into or exercisable or exchangeable for
shares of common stock, for a period of 180 days after the date of this
prospectus. Transfers or dispositions can be made sooner with the prior
written consent of ING Baring Furman Selz LLC.

Rule 144. In general, under Rule 144 as currently in effect, beginning 90
days after the date of this prospectus, a person who has beneficially owned
shares of our common stock for at least one year would be entitled to sell
within any three-month period a number of shares that does not exceed the
greater of:

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

. the average weekly trading volume of the common stock on the Nasdaq
National Market during the four calendar weeks preceding the filing of a
notice on Form 144 with respect to such sale.

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

Rule 144(k). Under Rule 144(k), a person who is not deemed to have been one
of our Affiliates at any time during the 90 days preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years,
including the holding period of any prior owner other than an Affiliate, is
entitled to sell such shares without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144. Therefore,
unless otherwise restricted, "144(k) shares" may be sold immediately upon the
completion of this offering.

50
<PAGE>

Rule 701. In general, under Rule 701 of the Securities Act as currently in
effect, any of our employees, consultants or advisors who purchases shares from
us in connection with a compensatory stock or option plan or other written
agreement is eligible to resell such shares 90 days after the effective date of
this offering in reliance on Rule 144, but without compliance with certain
restrictions, including the holding period, contained in Rule 144.

Registration Rights. Upon completion of this offering, the holders of
9,683,988 shares of our common stock, or their transferees, will be entitled to
require the registration of such shares under the Securities Act. See
"Description of Capital Stock--Registration Rights" on page 50. After such a
registration, these shares become freely tradeable without restriction under
the Securities Act.

Stock Options. Immediately after this offering, we intend to file a
registration statement on Form S-8 under the Securities Act covering 3,000,000
shares of common stock reserved for issuance under our 1997 and 1999 Equity
Compensation Plans. As of April 15, 1999, options to purchase 787,500 shares of
common stock were issued and outstanding. Upon the expiration of the lock-up
agreements describe above, at least 46,748 shares of common stock are expected
to be subject to vested options (based on options outstanding as of April 15,
1999). Such registration statement is expected to be filed and become effective
as soon as practicable after the effective date of this offering. Accordingly,
shares registered under such registration statement will, subject to vesting
provisions and Rule 144 volume limitations applicable to our Affiliates, be
available for sale in the open market immediately after the 180-day lock-up
agreements expire.

51
<PAGE>

UNDERWRITING

Subject to the terms and conditions of an underwriting agreement, dated
, 1999, the underwriters named below, who are represented by ING Baring
Furman Selz LLC and Warburg Dillon Read LLC, a subsidiary of UBS AG, have
severally agreed to purchase from Intelligent Life the number of shares of
common stock set forth opposite their names below.

<TABLE>
<CAPTION>
Number
Underwriters of Shares
------------ ---------
<S> <C>
ING Baring Furman Selz LLC.......................................
Warburg Dillon Read LLC, a subsidiary of UBS AG..................
----
Total..........................................................
====
</TABLE>

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

The underwriters propose initially to offer the shares of common stock 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.

The following table shows the underwriting discounts and commissions to be
paid to the underwriters by us in connection with this offering. These amounts
are shown assuming both no exercise and full exercise of the underwriters'
option to purchase additional shares of common stock.

<TABLE>
<CAPTION>
No Exercise Full Exercise
----------- -------------
<S> <C> <C>
Per share........................................ $ $
Total............................................ $ $
</TABLE>

Other expenses of this offering (including the registration fees and the
fees and expenses of the financial printer, counsel and accountants) payable by
us are expected to be approximately $ .

We have granted to the underwriters an option, exercisable within 30 days
after the date of this prospectus, to purchase, from time to time, in whole or
in part, up to an aggregate of 525,000 additional shares of common stock at the
public offering price less the underwriting discounts and commissions. The
underwriters may exercise such option solely to cover over-allotments, if any,
made in connection with this 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 in
the table 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 of any of those
liabilities.

Intelligent Life, along with our executive officers and directors and
certain of our existing stockholders, has agreed not to offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase or
otherwise transfer or dispose of,

52
<PAGE>

directly or indirectly, any shares of common stock or any securities
convertible into or exercisable or exchangeable for common stock or enter into
any swap or other arrangement that transfers all or a portion of the economic
consequences associated with the ownership of any shares of common stock for a
period of 180 days from the date of this prospectus without the prior written
consent of ING Baring Furman Selz LLC. Such consent may be given at any time
without public notice. In addition, during such period, we have also agreed
not to file any registration statement with respect to, and each of our
executive officers, directors and all of our stockholders that hold such
rights have agreed not to make any demand for, or exercise any right with
respect to, the registration of any shares of common stock or any securities
convertible into or exercisable or exchangeable for common stock without the
prior written consent of ING Baring Furman Selz LLC.

No action has been taken by us or the underwriters that would permit a
public offering of the shares of common stock offered hereby in any
jurisdiction other than the United States where action for that purpose is
required. The shares of common stock offered hereby 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 into whose possession this
prospectus comes 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 an offer to buy any shares of common stock offered hereby in any
jurisdiction in which such an offer or solicitation is unlawful.

ING Baring Furman Selz LLC has advised Intelligent Life that the
underwriters do not intend to confirm sales to any account over which they
exercise discretionary authority.

The underwriters and dealers may engage in passive market-making
transactions in the common stock in accordance with Rule 103 under Regulation
M promulgated by the SEC. In general, a passive market-maker may not bid for
or purchase shares of common stock at a price that exceeds the highest
independent bid. In addition, the net daily purchases made by any passive
market-maker generally may not exceed 30% of its average daily trading volume
in the common stock during a specified two-month prior period, or 200 shares,
whichever is greater. A passive market-maker must identify passive market-
making bids as such on the Nasdaq electronic inter-dealer reporting system.
Passive market-making may stabilize or maintain the market price of the common
stock above independent market levels. Underwriters and dealers are not
required to engage in passive market-making and may end passive market-making
activities at any time.

In connection with this offering, the underwriters may engage in
transactions on the Nasdaq National Market or the over-the-counter market or
otherwise that stabilize, maintain or otherwise affect the price of the common
stock. Specifically, the underwriters may overallot this offering, creating a
syndicate short position. In addition, the underwriters may bid for and
purchase shares of common stock in the open market to cover syndicate short
positions or to stabilize the price of the common stock. In addition, ING
Baring Furman Selz LLC, on behalf of the underwriters, may reclaim selling
concessions allowed to an underwriter or dealer if the underwriting syndicate
repurchases shares distributed by that underwriter or dealer. These activities
may stabilize or maintain the market price of the common stock above
independent market levels. The underwriters are not required to engage in
these activities and may end any of these activities at any time.

Prior to this offering, there has been no public market for the common
stock. As a result, the initial public offering price for the common stock has
been determined by negotiation between Intelligent Life and ING Baring Furman
Selz LLC. Among the factors considered in determining the public offering
price were:

. prevailing market conditions;

. Intelligent Life's results of operations in recent periods;

. the present stage of Intelligent Life's development;

. the market capitalizations and development stages of other companies that
we and the underwriters believe to be comparable to Intelligent Life; and

. estimates of Intelligent Life's growth potential.

53
<PAGE>

LEGAL MATTERS

The validity of the issuance of the shares of the common stock offered
hereby will be passed upon for us by Morris, Manning & Martin, L.L.P., Atlanta,
Georgia. Certain legal matters in connection with this offering will be passed
upon for the underwriters by White & Case LLP, New York, New York.

EXPERTS

The financial statements of Intelligent Life included in this prospectus to
the extent and for the periods indicated in their reports have been audited by
KPMG LLP and Thomas & Clough Co., P.A., independent public accountants and are
included herein in reliance upon the authority of these firms as experts in
accounting and auditing.

ADDITIONAL 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 shares of
common stock offered hereby. This prospectus is only a part of the registration
statement and does not contain all of the information included in the
registration statement. Further information with respect to Intelligent Life
and the common stock offered hereby can be found in the registration statement.
Statements made in this prospectus as to the contents of any contract,
agreement or other document are not necessarily complete. Such documents are
filed as exhibits to the registration statement, and all descriptions in this
prospectus are qualified in all respects by reference to the registration
statement. The registration statement and the exhibits and schedules thereto
may be inspected without charge at the public reference facilities maintained
by the Commission in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following regional offices of the Commission: Seven World Trade
Center, Room 1400, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024, at prescribed rates.
The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. In addition, Intelligent Life is required
to file electronic versions of these documents with the Commission through the
Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.
The Commission maintains an internet site at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. Information
concerning Intelligent Life is also available for inspection at the offices of
the Nasdaq Stock Market, Reports Section, 1735 K Street, N.W., Washington, D.C.
20006.

54
<PAGE>

INTELLIGENT LIFE CORPORATION

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Financial Statements:

Reports of Independent Public Accountants................................. F-2

Balance Sheets as of June 30, 1997 and 1998 and December 31, 1998
(unaudited).............................................................. F-4

Statements of Operations for the Years Ended June 30, 1996, 1997 and 1998
and Six Months Ended December 31, 1997 (unaudited) and 1998 (unaudited).. F-5

Statements of Redeemable Stock and Stockholders' Equity (Deficit) for the
Years Ended June 30, 1996, 1997 and 1998 and Six Months Ended December
31, 1998 (unaudited)..................................................... F-6

Statements of Cash Flows for the Years Ended June 30, 1996, 1997 and 1998
and Six Months Ended December 31, 1997 (unaudited) and 1998 (unaudited).. F-7

Notes to Financial Statements (All information subsequent to June 30, 1998
is unaudited)............................................................ F-8
</TABLE>

F-1
<PAGE>

Independent Auditors' Report

The Board of Directors and Stockholders
Intelligent Life Corporation:

We have audited the accompanying balance sheet of Intelligent Life
Corporation as of June 30, 1998, and the related statements of operations,
redeemable stock and stockholders' equity (deficit), and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our 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 Intelligent Life
Corporation as of June 30, 1998, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

KPMG LLP

Miami, Florida
October 1, 1998

F-2
<PAGE>

Independent Auditors' Report

The Board of Directors and stockholders
Intelligent Life Corporation:

We have audited the accompanying balance sheet of Intelligent Life
Corporation (formerly, Bank Rate Monitor, Inc.), as of June 30, 1997, and the
related statements of operations, redeemable stock and stockholders' equity
(deficit), and cash flows for the two years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Intelligent Life
Corporation (formerly, Bank Rate Monitor, Inc.) as of June 30, 1997, and the
results of its operations and its cash flows for the two years then ended in
conformity with generally accepted accounting principles.

Thomas & Clough Co., P.A.

Palm Beach, Florida
July 23, 1998

F-3
<PAGE>

INTELLIGENT LIFE CORPORATION
BALANCE SHEETS

<TABLE>
<CAPTION>
June 30,
------------------------ December 31, December 31,
1997 1998 1998 1998
----------- ----------- ------------ ------------
(unaudited) (unaudited)
(pro forma)
(Note 10)
<S> <C> <C> <C> <C>
Assets
Cash and cash equiva-
lents................... $ 1,762,828 $ 910,427 $ 1,633,100 $ 2,633,100
Accounts receivable...... 311,410 346,461 563,383 563,383
Less: allowance for
doubtful accounts....... (31,346) (23,946) (24,847) (24,847)
----------- ----------- ------------ ------------
Total accounts
receivable............ 280,064 322,515 538,536 538,536
Other current assets,
including prepaid
expenses of $74,962
at December 31, 1998 ... 1,432 27,960 109,488 109,488
----------- ----------- ------------ ------------
Total current
assets.............. 2,044,324 1,260,902 2,281,124 3,281,124
Furniture, fixtures and
equipment, net ......... 142,490 505,275 813,659 813,659
Intangible assets, net of
accumulated amortization
of $146,496, $152,433
and $152,976 at June 30,
1997, June 30, 1998 and
December 31, 1998,
respectively............ 5,945 1,722 4,569 4,569
----------- ----------- ------------ ------------
Total assets......... $ 2,192,759 $ 1,767,899 $ 3,099,352 $ 4,099,352
=========== =========== ============ ============
Liabilities, Redeemable
Stock and Stockholders'
Equity (Deficit)
Liabilities:
Accounts payable....... $ 374,005 $ 205,791 $ 308,667 $ 308,667
Accrued expenses ...... 287,726 406,658 588,212 588,212
Deferred revenue....... 495,535 476,120 612,660 612,660
Current portion of
obligations under
capital leases ....... -- 8,011 113,405 113,405
----------- ----------- ------------ ------------
Total current
liabilities......... 1,157,266 1,096,580 1,622,944 1,622,944
Obligations under capital
leases, long term ...... -- 14,237 263,009 263,009
----------- ----------- ------------ ------------
Total liabilities.... 1,157,266 1,110,817 1,885,953 1,885,953
----------- ----------- ------------ ------------
Commitments and
contingencies
Redeemable Convertible
series A preferred
stock, noncumulative,
par value $.01 per
share, liquidation value
$65 per share, stated at
redemption value--90,000
shares authorized;
89,612 shares issued and
outstanding at
December 31, 1998; and
no shares issued
outstanding, pro forma
at December 31, 1998 ... -- -- 10,215,768 --
Redeemable Convertible
series B preferred
stock, noncumulative,
par value $.01 per
share, liquidation value
$114 per share, stated
at redemption value--
30,000 shares
authorized; 17,575
shares issued and
outstanding at
December 31, 1998; and
no shares issued
outstanding, pro forma
at December 31, 1998 ... -- -- 1,982,535 --
Redeemable Common Stock:
Redeemable common
stock, par value $.01
per share, redemption
value $0.52 per
share--454,170 shares
issued and outstanding
at June 30, 1998 and
December 31, 1998; and
no shares issued
outstanding, pro forma
at December 31, 1998.. -- 236,168 236,168 --
Loan receivable for
redeemable common
stock................. -- (236,168) (236,168) --
Stockholders' equity
(deficit):
Preferred Stock,
10,000,000 shares
authorized and
undesignated, pro
forma at December 31,
1998.................. -- -- -- --
Convertible series A
preferred stock,
noncumulative, par
value $.01 per share,
liquidation value $65
per share--90,000
shares authorized;
53,846 and 89,612
shares issued and
outstanding at
June 30, 1997 and
June 30, 1998,
respectively.......... 3,462,108 5,777,627 -- --
Common stock, par value
$.01 per share--
100,000,000 shares
authorized; 3,846,200,
3,846,200 and
4,053,200 shares
issued and outstanding
at June 30, 1997, June
30, 1998 and
December 31, 1998,
respectively and
9,940,988 shares
issued and
outstanding, pro forma
at December 31, 1998.. 38,462 38,462 40,532 99,410
Additional paid in
capital............... -- 354,253 -- 13,246,425
Unamortized stock
compensation expense.. -- (265,690) (280,690) (60,000)
Accumulated deficit.... (2,465,077) (5,247,570) (10,744,746) (11,072,436)
----------- ----------- ------------ ------------
Total stockholders'
equity (deficit).... 1,035,493 657,082 (10,984,904) 2,213,399
----------- ----------- ------------ ------------
Total liabilities,
redeemable stock and
stockholders' equity
(deficit)........... $ 2,192,759 $ 1,767,899 $ 3,099,352 $ 4,099,352
=========== =========== ============ ============
</TABLE>

See accompanying notes to financial statements.

F-4
<PAGE>

INTELLIGENT LIFE CORPORATION

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Six months ended
Year ended June 30, December 31,
----------------------------------- ------------------------
1996 1997 1998 1997 1998
---------- ---------- ----------- ----------- -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Revenue:
Online publishing .... $ 70,406 $ 484,511 $ 1,281,284 $ 507,717 $ 1,808,877
Print publishing and
licensing ........... 1,557,595 2,058,045 2,559,293 1,180,522 1,660,314
---------- ---------- ----------- ---------- -----------
Total revenue....... 1,628,001 2,542,556 3,840,577 1,688,239 3,469,191
---------- ---------- ----------- ---------- -----------
Cost of operations:
Online publishing..... 16,476 582,399 862,007 321,216 978,964
Print publishing and
licensing............ 971,331 1,185,969 1,961,714 957,447 1,100,693
Sales................. 97,640 89,848 665,007 117,300 817,403
Marketing............. 33,686 1,485 145,632 18,124 304,919
Product research...... 507,975 720,508 1,215,888 493,257 915,961
General and
administrative
expenses............. 522,056 767,957 1,663,728 695,191 871,057
Depreciation and
amortization......... 97,668 73,754 66,666 25,088 98,491
Stock based
compensation ........ -- -- 88,563 -- 669,000
---------- ---------- ----------- ---------- -----------
Total cost of
operations......... 2,246,832 3,421,920 6,669,205 2,627,623 5,756,488
---------- ---------- ----------- ---------- -----------
Loss from
operations......... (618,831) (879,364) (2,828,628) (939,384) (2,287,297)
Other income (expense):
Interest income....... -- 2,141 52,351 35,269 18,924
Interest expense...... (56,193) (85,870) (6,216) -- (12,433)
Other ................ 2,584 7,473 -- -- 185,588
---------- ---------- ----------- ---------- -----------
Other income--net... (53,609) (76,256) 46,135 35,269 192,079
Loss before income
taxes................ (672,440) (955,620) (2,782,493) (904,115) (2,095,218)
Income taxes ........... -- -- -- -- --
---------- ---------- ----------- ---------- -----------
Net loss............ $ (672,440) $ (955,620) $(2,782,493) $ (904,115) $(2,095,218)
Charge for conversion of
nonredeemable
convertible Series A
preferred stock to
redeemable ............ -- -- -- -- (4,438,141)
Net loss applicable to
common stock........... $ (672,440) $ (955,620) $(2,782,493) $ (904,115) $(6,533,359)
========== ========== =========== ========== ===========
Basic and diluted net
loss per share $ (.13) $ (.20) $ (.72) $ (.24) $ (1.63)
========== ========== =========== ========== ===========
Weighted average shares
outstanding used in
basic and diluted per-
share calculation...... 5,000,000 4,743,590 3,846,200 3,846,200 4,018,700
========== ========== =========== ========== ===========
Pro forma provision for
income taxes........... -- --
---------- ----------
Pro forma net loss...... $ (672,440) $ (955,620)
========== ==========
Pro forma net loss per
share.................. $ (.13) $ (.20)
========== ==========
</TABLE>

See accompanying notes to financial statements.

F-5
<PAGE>

INTELLIGENT LIFE CORPORATION

STATEMENTS OF REDEEMABLE STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
Redeemable Redeemable
Convertible Convertible Convertible
Series A Series B Series A
Preferred Stock Preferred Stock Redeemable Common Stock Preferred Stock
-------------------- ------------------- ------------------------------- --------------------
Note
Share Amount Shares Amount Shares Amount Receivable Shares Amount
------- ----------- ------- ---------- -------- --------- ---------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at July
1, 1995.......... -- $ -- -- $ -- -- $ -- $ -- -- $ --
Stockholder
loans
contributed to
capital......... -- -- -- -- -- -- -- --
Net loss........ -- -- -- -- -- -- -- -- --
------- ----------- ------- ---------- -------- --------- --------- ------- -----------
Balance at June
30, 1996......... -- $ -- -- $ -- -- $ -- $ -- -- $ --
Stockholder
loans
contributed to
capital......... -- -- -- -- -- -- -- -- --
Exchange of
common stock for
preferred stock
by principal
stockholder..... -- -- -- -- -- -- -- 23,076 1,499,940
Issuance of
preferred stock,
net of issuance
costs........... -- -- -- -- -- -- -- 30,770 1,962,168
Net loss........ -- -- -- -- -- -- -- -- --
Reclassification
of accumulated
deficit to
additional paid
in capital due
to change from S
corp status to C
corp ........... -- -- -- -- -- -- -- -- --
------- ----------- ------- ---------- -------- --------- --------- ------- -----------
Balance at June
30, 1997......... -- $ -- -- $ -- -- $ -- $ -- 53,846 $ 3,462,108
Issuance of
preferred stock,
net of issuance
costs........... -- -- -- -- -- -- -- 28,074 1,815,519
Stockholder
loans converted
to preferred
stock........... -- -- -- -- -- -- -- 7,692 500,000
Redeemable
common stock
issued.......... -- -- -- -- 454,170 236,168 (236,168) -- --
Compensation
expense relating
to common stock
vesting......... -- -- -- -- -- -- -- -- --
Net loss........ -- -- -- -- -- -- -- -- --
------- ----------- ------- ---------- -------- --------- --------- ------- -----------
Balance at June
30, 1998......... -- $ -- -- $ -- 454,170 $ 236,168 $(236,168) 89,612 $ 5,777,627
Issuance of
common stock
(Unaudited)..... -- -- -- -- -- -- -- -- --
Compensation
expense relating
to common stock
grants
(Unaudited)..... -- -- -- -- -- -- -- -- --
Issuance of
preferred stock,
net of issuance
costs
(Unaudited)..... -- -- 17,575 1,982,535 -- -- -- -- --
Conversion of
nonredeemable
convertible
series A
preferred stock
to redeemable
(Unaudited) .... 89,612 10,215,768 -- -- -- -- -- (89,612) (5,777,627)
Net loss
(Unaudited)..... -- -- -- -- -- -- -- -- --
------- ----------- ------- ---------- -------- --------- --------- ------- -----------
Balance at
December 31, 1998
(Unaudited)...... 89,612 $10,215,768 17,575 $1,982,535 454,170 $ 236,168 $(236,168) -- $ --
Conversion of
Series A and
Series B
preferred stock
to common stock
(Note 10)
(Unaudited)...... (89,612) (10,215,768) (17,535) (1,982,535) -- -- -- -- --
Issuance and
conversion of
promissory note
to Series B
preferred stock
and conversion of
Series B
preferred stock
to common stock
(Note 10)
(Unaudited)...... -- -- -- -- -- -- -- -- --
Forgiveness of
note receivable
for redeemable
common stock,
reclassification
of redeemable
common stock to
common stock,
cancellation of
the put right
associated with
such shares and
reacquisition of
forfeited shares
(Note 10)
(Unaudited)...... -- -- -- -- (454,170) (236,168) 236,168 -- --
------- ----------- ------- ---------- -------- --------- --------- ------- -----------
Balance at
December 31, 1998
(Unaudited) (pro
forma) (Note
10).............. -- -- -- -- -- -- -- -- $ --
======= =========== ======= ========== ======== ========= ========= ======= ===========
<CAPTION>
Common Stock Unamortized Total
-------------------- Additional Stock Stockholders'
Paid in Compensation Accumulated Equity
Shares Amount Capital Expense Deficit (Deficit)
----------- -------- ------------ ------------ ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Balance at July
1, 1995.......... 5,000,000 $50,000 $ 275,000 $ -- $ (1,420,537) $ (1,095,537)
Stockholder
loans
contributed to
capital......... -- -- 260,000 -- -- 260,000
Net loss........ -- -- -- -- (672,440) (672,440)
----------- -------- ------------ ------------ ------------- --------------
Balance at June
30, 1996......... 5,000,000 $50,000 $ 535,000 $ -- $ (2,092,977) $ (1,507,977)
Stockholder
loans
contributed to
capital......... -- -- 1,536,922 -- -- 1,536,922
Exchange of
common stock for
preferred stock
by principal
stockholder..... (1,153,800) (11,538) (1,488,402) -- -- --
Issuance of
preferred stock,
net of issuance
costs........... -- -- -- -- -- 1,962,168
Net loss........ -- -- -- -- (955,620) (955,620)
Reclassification
of accumulated
deficit to
additional paid
in capital due
to change from S
corp status to C
corp ........... -- -- (583,520) -- 583,520 --
----------- -------- ------------ ------------ ------------- --------------
Balance at June
30, 1997......... 3,846,200 $38,462 $ -- $ -- $ (2,465,077) $ 1,035,493
Issuance of
preferred stock,
net of issuance
costs........... -- -- -- -- -- 1,815,519
Stockholder
loans converted
to preferred
stock........... -- -- -- -- -- 500,000
Redeemable
common stock
issued.......... -- -- 354,253 (354,253) -- --
Compensation
expense relating
to common stock
vesting......... -- -- -- 88,563 -- 88,563
Net loss........ -- -- -- (2,782,493) (2,782,493)
----------- -------- ------------ ------------ ------------- --------------
Balance at June
30, 1998......... 3,846,200 $38,462 $ 354,253 $(265,690) $ (5,247,570) $ 657,082
Issuance of
common stock
(Unaudited)..... 207,000 2,070 266,930 (269,000) -- --
Compensation
expense relating
to common stock
grants
(Unaudited)..... -- -- 415,000 254,000 -- 669,000
Issuance of
preferred stock,
net of issuance
costs
(Unaudited)..... -- -- -- -- -- --
Conversion of
nonredeemable
convertible
series A
preferred stock
to redeemable
(Unaudited) .... -- -- (1,036,183) -- (3,401,958) (10,215,768)
Net loss
(Unaudited)..... -- -- -- -- (2,095,218) (2,095,218)
----------- -------- ------------ ------------ ------------- --------------
Balance at
December 31, 1998
(Unaudited)...... 4,053,200 $40,532 $ -- $(280,690) $(10,744,746) $(10,984,904)
Conversion of
Series A and
Series B
preferred stock
to common stock
(Note 10)
(Unaudited)...... 5,359,350 53,593 12,144,710 -- -- 12,198,303
Issuance and
conversion of
promissory note
to Series B
preferred stock
and conversion of
Series B
preferred stock
to common stock
(Note 10)
(Unaudited)...... 339,200 3,392 1,003,608 -- (7,000) 1,000,000
Forgiveness of
note receivable
for redeemable
common stock,
reclassification
of redeemable
common stock to
common stock,
cancellation of
the put right
associated with
such shares and
reacquisition of
forfeited shares
(Note 10)
(Unaudited)...... 189,238 1,893 98,107 220,690 (320,690) --
----------- -------- ------------ ------------ ------------- --------------
Balance at
December 31, 1998
(Unaudited) (pro
forma) (Note
10).............. 9,940,988 $99,410 $13,246,425 $ (60,000) $(11,072,436) $ 2,213,399
=========== ======== ============ ============ ============= ==============
</TABLE>

See accompanying notes to financial statements.

F-6
<PAGE>

INTELLIGENT LIFE CORPORATION

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Six months ended
Year ended June 30, December 31,
------------------------------------ -------------------------
1996 1997 1998 1997 1998
---------- ---------- ------------ ----------- ------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities:
Net loss............... $ (672,440) $ (955,620) $ (2,782,493) $ (904,115) $ (2,095,218)
Adjustments to
reconcile net loss to
net cash used in
operating activities:
Depreciation and
amortization.......... 97,669 73,754 66,666 41,578 98,491
Stock compensation
earned................ -- -- 88,563 -- 669,000
Changes in operating
assets and
liabilities:
Increase in accounts
receivable.......... (98,062) (109,793) (42,451) (5,228) (216,021)
Decrease (Increase)
in other current
assets.............. 2,401 7,480 (22,305) (255) (84,375)
Increase (Decrease)
in accounts
payable............. 163,640 59,238 (168,214) (272,167) 102,876
Increase in accrued
expenses............ 70,618 218,705 118,932 49,062 181,554
Increase (Decrease)
in deferred
revenue............. 90,747 (127,480) (19,415) (120,199) 136,540
---------- ---------- ------------ ---------- ------------
Total adjustments.. 327,013 121,904 21,776 (307,209) 888,065
---------- ---------- ------------ ---------- ------------
Net cash used in
operating
activities........ (345,427) (833,716) (2,760,717) (1,211,324) (1,207,153)
---------- ---------- ------------ ---------- ------------
Cash flows used in
investing activities:
Purchases of
equipment............. (39,643) (90,501) (407,203) (276,575) (26,875)
---------- ---------- ------------ ---------- ------------
Net cash used in
investing
activities........ (39,643) (90,501) (407,203) (276,575) (26,875)
---------- ---------- ------------ ---------- ------------
Cash flows from
financing activities:
Loans from
stockholders.......... 385,070 687,000 500,000 15,743 --
Principal payments on
capital lease
obligations........... -- -- -- -- (25,834)
Proceeds from issuance
of preferred stock.... -- 2,000,045 1,815,519 822,665 1,982,535
---------- ---------- ------------ ---------- ------------
Net cash provided
by financing
activities........ 385,070 2,687,045 2,315,519 838,408 1,956,701
---------- ---------- ------------ ---------- ------------
Net increase
(decrease) in cash
and cash
equivalents....... -- $1,762,828 (852,401) (649,491) 722,673
Cash and cash
equivalents at
beginning of year...... -- -- 1,762,828 1,762,828 910,427
---------- ---------- ------------ ---------- ------------
Cash and cash
equivalents at end of
year................... $ -- $1,762,828 $ 910,427 $1,113,337 $ 1,633,100
========== ========== ============ ========== ============
Supplementary
disclosures of cash
flow information:
Cash paid during the
year for interest..... $ 25,600 $ 113,200 $ 6,216 $ -- $ 12,433
========== ========== ============ ========== ============
Supplemental schedule of
noncash investing and
financing activities:
Accounts payable
related to
recapitalization and
issuance of stock..... $ -- $ 37,877 $ -- $ -- $ --
========== ========== ============ ========== ============
Stockholder loans
contributed to capital
for preferred stock... $ 260,000 $1,536,922 $ 500,000 $ -- $ --
========== ========== ============ ========== ============
Equipment acquired
under capital leases.. $ -- $ -- $ 18,000 $ -- $ 380,000
========== ========== ============ ========== ============
</TABLE>

See accompanying notes to financial statements.

F-7
<PAGE>

INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS
June 30, 1997 and 1998
(All information subsequent to June 30, 1998 is unaudited)

(1) Organization and Summary of Significant Accounting Policies

(a) Description of Business

Intelligent Life Corporation (the "Company"), formerly known as Bank Rate
Monitor, Inc., is organized under the laws of the state of Florida. Under the
provisions of the Internal Revenue Code of 1986, as amended, the Company
elected to be taxed as an S corporation. On June 19, 1997, the Company ceased
to be an S corporation and became a C corporation for income tax purposes.

The Company is a provider of research regarding consumer banking and credit
products and a publisher of original editorial content relating to personal
finance matters. The Company provides this information through its internet
sites and print publications.

(b) Need for Future Capital and Initial Public Offering

The Company has sustained losses and negative cash flows from operations for
the past five fiscal years and for the six months ended December 31, 1998 and
expects these conditions to continue for the foreseeable future. As of December
31, 1998, the Company had an accumulated deficit of approximately $10,744,746.
The Company's business plan is dependent on obtaining additional financing.

In March 1999, the Board of Directors authorized the filing of a
registration statement with the Securities and Exchange Commission ("SEC") that
would permit the Company to sell shares of the Company's common stock in
connection with a proposed initial public offering ("IPO").

If the IPO is consummated, immediately prior to the proposed offering all of
the then outstanding shares of the Company's Convertible Preferred Stock will
be converted into shares of common stock.

The interim financial statements of the Company for the six months ended
December 31, 1997 and 1998, included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the SEC. In the opinion
of management, the accompanying unaudited interim financial statements reflect
all adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the financial position of the Company at December 31, 1998, and
the results of its operations and its cash flows for the six months ended
December 31, 1997 and 1998. Historical results are not necessarily indicative
of the results to be expected in the future.

(d) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent gains and losses at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.

F-8
<PAGE>

INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

(All information subsequent to June 30, 1998 is unaudited)

(e) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents. The cost of
these investments approximates fair value.

(f) Fixed Assets

Property and equipment are stated at cost and are depreciated on a straight-
line basis over the estimated useful lives of the assets which range from three
to seven years. Leasehold improvements are amortized on a straight-line basis
over the shorter of the lease term (if the Company does not retain ownership of
the property or have a bargain purchase price) or the estimated useful lives of
the improvements. Equipment under capital leases are stated at the present
value of the minimum lease payments.

(g) Intangible Assets

Intangible assets consist principally of trademarks. The cost of trademarks
is being amortized over the trademarks' estimated useful lives of five years on
a straight-line basis.

(h) Computation of Net Loss Per Share

The Company has presented net loss per share pursuant to SFAS No. 128,
"Earnings per Share," and the Securities and Exchange Commission Staff
Accounting Bulletin No. 98. Pursuant to SEC Staff Accounting Bulletin No. 98,
common stock and convertible preferred stock issued for nominal consideration,
prior to the anticipated effective date of the IPO, are required to be included
in the calculation of basic and diluted net loss per share, as if they were
outstanding for all periods presented. To date, the Company has not had any
issuances or grants for nominal consideration.

Diluted loss per share has not been presented separately, as the outstanding
stock options, redeemable common stock and convertible preferred stock are
anti-dilutive for each of the periods presented.

Securities that could potentially dilute basic earnings per share ("EPS") in
the future that were not included in diluted EPS because their effect on
periods presented was antidilutive total 0, 538,460 and 896,120 for the years
ended June 30, 1996, 1997 and 1998, and 1,138,631 for the six months ended
December 31, 1998.

(i) Stock-based Compensation

The Company accounts for stock-based compensation arrangements in accordance
with the provisions of Accounting Principles Board ("APB") No. 25, "Accounting
for Stock Issued to Employees," and complies with the disclosure requirements
of SFAS No. 123, "Accounting for Stock-Based Compensation." Under APB No. 25,
compensation cost, if any, for fixed plan accounting, is recognized over the
respective vesting period based on the difference, on the date of grant,
between the fair value of the Company's common stock and the grant price.

(j) Income Taxes

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

F-9
<PAGE>

INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

(All information subsequent to June 30, 1998 is unaudited)

(k) Revenue Recognition

The Company generates revenue from two primary sources: online publishing
and print publishing and licensing.

The Company sells advertisements for its various internet sites (including
co-branded sites) including banner and billboard advertisements. Advertising
sales are invoiced monthly based on the expected number of advertisement
"impressions" or number of times that ad is viewed by users of the Company's
internet sites. Revenue is recognized monthly based on the percentage of actual
impressions to the total number of impressions contracted. Revenue for
impressions invoiced but not delivered is deferred. The Company sells
hyperlinks to various third-party internet sites that generate a fixed monthly
fee, which is recognized in the month earned. The Company is also involved in
revenue sharing arrangements with its online "partners" where the consumer uses
hyperlinks to link to co-branded sites principally hosted by the Company.
Revenue is effectively allocated to each partner based on the percentage of ad
views at each site. The allocated revenue is shared according to the
distribution agreements. Revenue is recorded gross and partnership payments are
recorded in cost of operations.

The Company sells advertisements for consumer mortgage rate tables. The rate
tables and advertising are published in various newspapers under revenue
sharing arrangements. Revenue is recognized when the tables are run in the
respective newspaper. Revenue is recorded gross and revenue sharing payments
are recorded in cost of operations. In addition, the Company earns subscription
revenue from the three newsletters. Revenue is recognized ratably over the
period of the subscription, which is generally up to one year. The Company also
earns print revenue through other means including licensing rate tables for
insertion into newspapers and by providing product rates and yields to
financial institutions for publication. Revenue is recognized ratably over the
contract period.

Barter transactions are recorded at the lower of estimated fair value of the
goods or services received or the estimated fair value of the advertisements
given. To date, barter transactions have been immaterial.

(l) Marketing

Marketing includes advertising costs, which are charged to expense as
incurred.

(m) Recent Accounting Pronouncements

In June 1997, SFAS 130, "Reporting Comprehensive Income," was issued and was
adopted by the Company as of July 1, 1998. SFAS 130 establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. This statement requires that an
enterprise (a) classify items of other comprehensive income by their nature in
financial statements and (b) display the accumulated balance of other
comprehensive income separately from accumulated deficit and additional paid-in
capital in the equity section of statements of financial position.
Comprehensive income is defined as the change in equity during the financial
reporting period of a business enterprise resulting from non-owner sources.
Comprehensive income approximates the net loss for all periods presented.

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise with Related Information." SFAS No. 131 establishes standards for
the way public business enterprises report information about operating segments
in annual financial statements and requires those enterprises to report
selected information about operating segments in interim financial reports
issued to stockholders. SFAS No. 131 is effective for financial statements for
fiscal years beginning after December 31, 1997. The Company will determine the
applicability of SFAS No. 131 and apply if necessary.

F-10
<PAGE>

INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

(All information subsequent to June 30, 1998 is unaudited)

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including derivative
instruments embedded in other contracts, and for hedging activities. SFAS No.
133 is effective for all fiscal years beginning after June 15, 1999. This
statement does not currently apply to the Company as the Company currently does
not have any derivative instruments or hedging activities.

(n) Stock Splits

In June 1997 and August 1997, the Company authorized and executed a 100-for-
1 and a 10-for-1 stock split, respectively. Additionally, on April 9, 1999, the
Company authorized and executed a stock dividend of 4 shares for every one
share of common stock issued and outstanding. The information in the
accompanying financial statements has been retroactively restated to reflect
the effects of these stock splits and dividend.

(2) Capitalization

Authorized Shares

In April 1999, the Company amended and restated its certificate of
incorporation. As a result the total number of shares which the Company is
authorized to issue is 100,120,000 shares: 100,000,000 of these shares are
Common Stock, each having a par value of $.01; and 120,000 shares are Preferred
Stock each having a par value of $0.01, of which 90,000 shares are Series A
Convertible Preferred Stock and 30,000 shares are Series B Convertible
Preferred Stock.

Common Stock and Convertible Preferred Stock

In 1996 and 1997, the Chairman and majority stockholder, Peter C. Morse
("Morse"), contributed loans due to him to additional paid in capital in the
aggregate amount of $260,000 and $1,536,922, respectively.

In June 1997, the Company and certain investors entered into a Series A
Preferred Stock Purchase Agreement (the "Agreement"). The Series A Preferred
Stock is voting, noncumulative and preferred as to the first $4.55 per share
per year of funds legally available and declared by the Board of Directors, has
a liquidation preference above common stockholders of $65.00 per share, each
share is convertible into 50 shares of common stock at a conversion price of
$1.30, and has other rights and preferences. Pursuant to the Agreement,
investors acquired 42,308 shares of Series A Preferred Stock at $65 per share.
During 1997, Morse exchanged 1,153,800 shares of common stock for 23,076 shares
of Series A Preferred.

In August and September 1997, 11,538 shares of Series A Preferred Stock were
issued at $65 per share, resulting in net proceeds to the Company of $740,709.

In October 1997, an additional 1,154 shares of Series A Preferred Stock were
issued at $65 per share, resulting in net proceeds to the Company of $75,000.
Investors agreed to acquire 23,074 shares of Series A Preferred Stock at $65 a
share, resulting in proceeds to the Company of $1,499,810. This purchase
included the contribution of loans due to Morse in the amount of $200,000 and
the contribution of $300,000 in loans due to other investors for an aggregate
of 7,692 shares of Series A Preferred Stock.

On November 24, 1998, the Series A Preferred Stock was converted from
nonredeemable Preferred Stock to redeemable Preferred Stock. This transaction
was treated as an extinguishment and the new instrument has been recorded at
fair value on the conversion date. The difference between the fair value on the
conversion date and the carrying value was charged to equity.

F-11
<PAGE>

INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

(All information subsequent to June 30, 1998 is unaudited)

In November 1998, the Company and certain investors entered into a Series B
Preferred Stock Purchase Agreement. Pursuant to the agreement, 17,575 shares of
Series B Preferred Stock were issued at $113.80 per share, resulting in net
proceeds to the Company of $1,982,535. The Series B Preferred Stock is voting,
noncumulative and preferred as to the first $8.00 per share per year out of
funds legally available and declared by the Board of Directors, has liquidation
preferences over the Series A Preferred and common stockholders of $113.80 per
share, each share is convertible into 50 shares of common stock at a conversion
price of $2.28, and has other right and preferences.

The redemption clause of the Series A Preferred and Series B Preferred Stock
allows the holders of 20% or more of the aggregate number of shares of Common
Stock issuable upon the conversion of the Series A Preferred and Series B
Preferred then outstanding to redeem their shares on or after January 2, 2003,
provided that the maximum number of shares of Series A Preferred and Series B
Preferred which the Company is obligated to redeem does not exceed the
aggregate of 35,729 shares prior to January 3, 2004 and 71,458 shares prior to
January 3, 2005, and thereafter the Company is obligated to redeem all of such
shares outstanding as to which such right has been exercised. The redemption
price is equal to the greatest of (as defined in the respective agreement) (x)
the Series A Liquidation Preference or Series B Liquidation Preference,
applicable to such shares or (y) the Fair Market Value of such shares or (z) an
amount per share of Series A Preferred or Series B Preferred equal to ten (10)
times the Net After Tax Earnings Per Share for the most recently completed
fiscal year of the corporation times the number of shares of Common Stock
issuable upon the conversion of one (1) share of Series A Preferred or Series B
Preferred and the conversion price then in effect. The Company is recording
accretion on the Series A Preferred and Series B Preferred Stock equal to the
difference between the net proceeds received and the redemption amount of
approximately $14,500,000 based on the estimated fair value at December 31,
1998 using the interest method from the conversion date for the Series A
Preferred and original issuance date for the Series B Preferred through the
final redemption date of January 3, 2005. The accretion for the Series A
Preferred and Series B Preferred for the one month through December 31, 1998 is
not significant and was not recorded.

Restricted Stock Grants

Effective August 1998, the Company entered into a Restricted Stock Grant
Agreement (the "Stock Agreement") with an employee of the Company (the
"Grantee") that provides for the issuance of restricted stock to the Grantee in
accordance with the 1997 Equity Compensation Plan (as discussed in note 3 to
the financial statements) in satisfaction of certain obligations as described
in an employment agreement between the Company and the Grantee. The Company
issued 207,000 shares of its common stock to the Grantee in August 1998,
subject to the restrictions set forth in the Stock Agreement. Restrictions
lapsed on 138,000 shares during the six-month period ended December 31, 1998
and the remainder will lapse in 1999. Total compensation expense to be
recognized by the Company over the vesting period amounts to $269,000 (based on
estimated values from other transactions involving sales of the Company's
stock) of which $209,000 was recognized during the six-month period ended
December 31, 1998.

In March 1998, the Company entered into a Restricted Stock Grant Agreement
(the "Grant Agreement") with an Officer of the Company (the "Officer") that
provides for the issuance of restricted stock to the Officer in accordance with
the 1997 Equity Compensation Plan (as discussed note 3 to the financial
statements). On March 23, 1998, the Company issued 454,170 shares of its common
stock to the Officer for an aggregate consideration of $236,168, which amount
was paid by an interest-bearing promissory note from the Officer. The officer
has a put right which requires the Company to repurchase his shares at the same
price he paid for the shares including interest. Restrictions lapse as follows:
113,540 shares on July 1, 1998, and 9,460 shares on the first day of each month
starting August 1, 1998 and ending July 1, 2001. In accordance with Emerging

F-12
<PAGE>

INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

(All information subsequent to June 30, 1998 is unaudited)
Issues Task Force 95-16, this arrangement is being accounted for as a variable
plan which requires increases or decreases in stock based compensation expense
based upon increases or decreases in the Company's fair market value.
Compensation expense recognized during 1998 in accordance with FASB
Interpretation No. 28 approximated $88,000 and $460,000 for the six-months
ended December 31, 1998 based on estimated values from other transactions
involving sales of the Company's stock.

(3) Stock Option Plan

During 1997, the Company adopted the 1997 Equity Compensation Plan (the
"Plan") to provide directors, officers, non-employee members of the Board of
Directors of the Company and certain consultants and advisors with the
opportunity to receive grants of incentive stock options, non-qualified stock
options and restricted stock. The Board of Directors has the sole authority to
determine who receives such grants, the type, size and timing of such grants,
and specify the terms of any noncompetition or other agreements relating to the
grants. The aggregate number of shares that may be issued under the Plan is
900,000; 46,550 shares are available for grant as of December 31, 1998.

The exercise price of any option grant shall be determined by the Board of
Directors and may be equal to, greater than, or less than the fair market value
of the stock on the grant date. Provided, however, that the exercise price
shall be equal to or greater than the fair market value of the stock on the
grant date and an option may not be granted to an employee who at the time of
the grant owns more than 10 percent of the total combined voting power of all
classes of stock of the Company, unless the exercise price is not less than 110
percent of the fair market value of the stock on the date of the grant.

The per share weighted-average fair value of stock options granted during
the year ended June 30, 1998 was approximately $.40 and for the six months
ended December 31, 1998 was between $.40 and $1.30 on the date of grant using
the Black-Scholes option pricing model (excluding a volatility assumption) with
the following weighted-average assumptions: expected dividend yield of 0
percent, risk-free interest rates of 4.76 percent to 5.67 percent, and expected
lives of 5.5 years and 6 years.

The Company applies ABP Opinion No. 25 in accounting for its Plan. Had the
Company determined compensation cost based on the fair value at the grant date
for its stock options under SFAS No. 123, the Company's net loss would have
increased to the pro forma amount indicated below:

<TABLE>
<CAPTION>
Year Ended
-------------------------
June 30, Six Months Ended
June 30, 1997 1998 December 31, 1998
------------- ----------- -----------------
(unaudited)
<S> <C> <C> <C>
Net loss applicable to common
stock
As reported..................... $(955,620) $(2,782,493) $(6,533,359)
========= =========== ===========
Pro forma....................... $(955,620) $(2,792,493) $(6,548,359)
========= =========== ===========
Basic net loss per common
share--as reported............. $ (.20) $ (.72) $ (1.63)
========= =========== ===========
Basic net loss per common
share--pro forma............... $ (.20) $ (.73) $ (1.63)
========= =========== ===========
</TABLE>

F-13
<PAGE>

INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

(All information subsequent to June 30, 1998 is unaudited)

Stock option activity during the years ended December 31, 1997 and 1998 and
the six months ended December 31, 1998 is as follows:
<TABLE>
<CAPTION>
Number Weighted average
of Shares exercise price
--------- -----------------
<S> <C> <C>
Balance at June 30, 1996............................ -- --
Granted........................................... -- --
Exercised......................................... -- --
Forfeited......................................... -- --
Expired........................................... -- --
Balance at June 30, 1997............................ -- --
Granted........................................... 89,530 $1.30
Exercised......................................... -- --
Forfeited......................................... -- --
Expired........................................... -- --
Balance at June 30, 1998............................ 89,530 $1.30
Granted........................................... 102,750 $1.30
Exercised......................................... -- --
Forfeited......................................... -- --
Expired........................................... -- --
Balance at December 31, 1998 (unaudited)............ 192,280 $1.30
</TABLE>

At June 30, 1998, the exercise price and weighted-average remaining
contractual life of outstanding options was $1.30 and 9.5 years, respectively.

At June 30, 1998, there were no options exercisable.

The above table does not include the 661,170 shares of restricted stock
issued under the Plan per note 2 to the financial statements.

(4) Financial Statement Details

<TABLE>
<CAPTION>
Year Ended
-------------------- Six Months Ended
June 30, June 30, December 31,
1997 1998 1998
--------- --------- ----------------
(Unaudited)
<S> <C> <C> <C>
Furniture, fixtures and equipment
consists of the following:
Furniture and fixtures................. $ 80,138 $ 157,519 $ 159,674
Computers and software, including
assets under capital leases of $0, $0,
and $379,887, respectively............ 229,672 469,669 872,163
Equipment including assets under
capital leases of $0, $17,950, and
$17,950, respectively................. 11,882 106,735 108,417
Leasehold improvements................. 1,596 12,879 12,879
--------- --------- ----------
323,288 746,802 1,153,133
Less: accumulated depreciation and
amortization, including amounts
related to assets under capital leases
of $0, $496 and $31,194,
respectively.......................... (180,798) (241,527) (339,474)
--------- --------- ----------
$ 142,490 $ 505,275 $ 813,659
========= ========= ==========

</TABLE>

F-14
<PAGE>

INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

(All information subsequent to June 30, 1998 is unaudited)

<TABLE>
<CAPTION>
Year Ended
----------------- Six Months Ended
June 30, June 30, December 31,
1997 1998 1998
-------- -------- ----------------
(Unaudited)
<S> <C> <C> <C>
Accrued expenses consist of the following:
Accrued vacation........................... 15,070 72,523 129,050
Partner payments........................... 9,560 75,987 71,068
Commissions payable........................ 130,404 143,123 135,909
Accrued payroll and related costs.......... 67,693 43,074 87,465
Other...................................... 64,999 71,951 164,720
-------- -------- --------
$287,726 $406,658 $588,212
======== ======== ========
</TABLE>

(5) Related Party Transactions

As Chairman and majority stockholder, Morse is a related party. The Company
leases offices in South Florida from Bombay Holdings, Inc. ("Bombay") which is
wholly owned by Morse. Total rent paid to Bombay for the years ended June 30,
1997 and 1998 and the six months ended December 31, 1998 was $85,591, $164,552,
and $99,192, respectively (see Note 8).

During the six-month period ended December 31, 1998, Bombay entered into an
additional lease with the Company totaling $101,000 to be paid over a 19 month
period.

Morse has from time to time advanced capital to the Company. Such loans for
the years ended June 30, 1997 and 1998 and the six months ended December 31,
1998 amounted to $687,000, $200,000 and $0, respectively. Interest rates for
the loans were 6.5-7%. During 1996 and 1997, certain stockholder loans were
contributed to capital (see Note 2). In 1998, Morse and another stockholder
converted stockholder loans to 7,692 shares of Convertible Preferred Stock. In
addition, during 1997, Morse exchanged 1,153,800 shares of Common Stock for
23,076 shares of Convertible Series A Preferred Stock (see Note 2).

Morse Partners, Ltd., a partnership controlled by Morse advanced the Company
$138,750 for the year ended June 30, 1997. The amount has subsequently been
repaid.

(6) Sale of Publication

In December 1998, the Company sold substantially all of the assets,
including the intellectual property of one of its newsletters, Bank Advertising
News. The newsletter was sold for $125,000 in cash and assumed liabilities
approximating $80,000. The gain on the sale was $185,588, net of $16,524 of
selling expenses, and has been recorded in other income.

Revenue for Bank Advertising News for the year ended June 30, 1998 and the
six months ended December 31, 1998 was $178,270 and $82,953, respectively. Cost
of operations for Bank Advertising News for the year ended June 30, 1998 and
the six months ended December 31, 1998 was $57,445 and $53,138, respectively.
Net assets (liabilities) of Bank Advertising News at June 30, 1998 and date of
sale were approximately $(120,000) and $(80,000), respectively.

(7) Income Taxes

The Company did not record any income tax expense during the years ended
June 30, 1996 and 1997 because it was operating as an S Corporation. Further
there was no pro forma provision for income taxes for these years because the
Company reported operating losses.

F-15
<PAGE>

INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

(All information subsequent to June 30, 1998 is unaudited)

An increase in the valuation allowance offset the deferred tax asset caused
by net operating losses which are not currently usable. This increase is the
principal differences between the expected amounts of tax benefits computed by
applying the statutory federal income tax rate to the Company's loss before
income taxes for the year ended June 30, 1998 and the six months ended December
31, 1998. The Company booked no tax benefit for these periods.

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at June 30,
1997 and 1998 and December 31, 1998 are presented below:

<TABLE>
<CAPTION>
Year ended Six Months Ended
--------------------------- December 31,
June 30, 1997 June 30, 1998 1998
------------- ------------- ----------------
(Unaudited)
<S> <C> <C> <C>
Deferred tax assets:
Net operating loss
carryforward................... $ 9,811 $ 1,196,975 $ 1,983,228
Intangible assets............... 127,667 143,438 143,438
Allowance for doubtful
accounts....................... -- 9,011 9,350
--------- ----------- -----------
Total gross deferred tax
assets....................... 137,478 1,349,424 2,136,016
Less valuation allowance.......... (137,478) (1,349,424) (2,136,016)
--------- ----------- -----------
Net deferred tax assets........... $ -- $ -- $ --
========= =========== ===========
</TABLE>

The valuation allowance for deferred income tax assets as of June 30, 1997
and 1998 and at December 31, 1998 was $137,478, $1,349,424 and $2,136,016,
respectively. The net change in the total valuation allowance for the years
ended June 30, 1997, 1998 and the six months ended December 31, 1998 was an
increase of $137,478, $1,211,946 and $786,592, respectively. In assessing the
realizability of deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred income tax assets will
not be realized. The ultimate realization of deferred income tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred income tax liabilities, projected future taxable
income, and tax planning strategies in making this assessment.

At December 31, 1998, the Company had net operating loss carryforwards of
approximately $5,300,000, which expire beginning in 2012 through 2018. The
amount of net operating loss carryforwards may be limited if the Company has an
ownership change. In the event of an ownership change, the amount of taxable
income of a loss corporation for any postchange year which may be offset by
prechange losses shall not exceed the Internal Revenue Code Section 382
limitation for such year. Generally, an ownership change occurs if a 5%
shareholder or any equity structure shift increases the percentage of the stock
of the loss corporation owned by more than 50 percentage points over the lowest
percentage of stock of the loss corporation owned by such shareholders at any
time during a three-year look back testing period. The Section 382 limitation
is equal to the value of the old loss corporation (before the ownership change)
multiplied by the Federal long-term tax-exempt rate.

(8)Commitments and Contingencies

Leases

Bombay is wholly owned by Morse. The Company leases office space from Bombay
under the terms of a lease agreement dated May 1, 1994 and amendments dated
September 1, 1997 and January 1, 1998. The lease includes renewal options for a
period of three years and requires the Company to pay a percentage of the
common maintenance charges. The lease payments are subject to an annual
increase based upon the consumer price index of the Fort Lauderdale/Miami
region. Offices in New York and California are month-to-month leases.

F-16
<PAGE>

INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

(All information subsequent to June 30, 1998 is unaudited)

Total rent expense amounted to $85,591 and $164,552 for the years ended June
30, 1997 and 1998 and $109,872 for the six months ended December 31, 1998.

Future minimum lease payments under noncancelable operating leases and
future minimum capital lease payments as of June 30, 1998 were:

<TABLE>
<CAPTION>
Operating
Year ending June 30 leases Capital leases
------------------- ---------- --------------
<S> <C> <C>
1999.............................................. $123,700 10,728
2000.............................................. 123,700 9,358
2001.............................................. 20,617 6,820
2002.............................................. -- --
2003.............................................. -- --
Thereafter........................................ -- --
-------- --------
Total minimum lease payments........................ $268,017 26,906
========
Less amount representing interest at rates ranging
from 11.5% to 16%.................................. (4,658)
Present value of net minimum capital lease
payments......................................... 22,248
Less current installments of obligations under
current leases..................................... (8,011)
--------
Obligations under capital leases, excluding current
installments....................................... $ 14,237
========
</TABLE>

Distribution arrangements

The Company has various agreements with advertisers, content providers and
other websites that require it to feature such parties exclusively in certain
sections of its internet sites.

Legal Proceedings

The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's financial position, results of operations, or liquidity.

(9)Other Subsequent Events (Unaudited)

Purchase of CPNet.com

In January 1999, the Company purchased all of the assets of CPNet.com,
excluding cash and real or personal property leases for $25,000 in cash. In
addition, the sellers were employed by the Company and granted 30,000 options
under the 1997 Equity Compensation Plan with an exercise price of $1.30. Based
on the estimated values from other stock transactions involving sales of the
Company's stock, the Company will incur a total stock compensation charge of
$45,000. CPNet.com's historical statements of operations are insignificant to
the Company.

1997 Equity Compensation Plan

In January 1999, the Company amended the 1997 Equity Compensation Plan (the
"Plan") to increase the number of shares of common stock of the Company
authorized for issuance under the Plan to 1,500,000 shares.

F-17
<PAGE>

INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

(All information subsequent to June 30, 1998 is unaudited)

1999 Equity Compensation Plan

In March 1999, the Company's stockholders approved the 1999 Equity
Compensation Plan (the "1999 Plan"), to provide designated employees of the
Company and its subsidiaries, certain consultants and non-employee members of
the Board of Directors of the Company with the opportunity to receive grants
of incentive stock options, nonqualified stock options and restricted stock.
The 1999 Plan is authorized to grant options for up to 1,500,000 shares. In
March 1999, the Company granted 358,500 shares to the Officer.

Stock Options

On March 2, 1999 the Company granted 201,720 options under the 1997 Equity
Compensation Plan to purchase common stock at $2.97 (fair value) per share
which vest over a 48 month period. The fair value of the stock was determined
based on estimated values from other transactions involving sales of the
Company's stock. Effective with the proposed IPO, the Company granted 72,500
options and the Board has authorized the grant of another 25,000 options under
the 1997 Equity Compensation Plan to purchase common stock at the IPO price
which vest one fourth after one year and the remaining equally over 36 months.

Redeemable Common Stock

On March 10, 1999 the note receivable for the restricted stock grant to the
Officer (see Note 2) was forgiven, the unvested shares (264,935) were
effectively forfeited, the Officer's put right was cancelled, and certain
other changes were made. Accordingly, "fixed" option accounting treatment was
established on this date. The total charge for stock based compensation
expense for the period January 1, 1999 through March 9, 1999 totaled
approximately $300,000. On March 9, 1999, the Officer was also granted 358,500
options under the 1999 Equity Compensation Plan to purchase 358,500 shares of
common stock at $2.97 per share (fair value), which vest over a 36 month
period. The fair value of the stock was determined based on estimated values
from other transactions involving sales of the Company's stock.

Convertible Promissory Note

On March 9, 1999, one of the Series B Preferred Stockholders loaned the
Company $1 million due April 9, 1999. The loan bears interest at 8% and, if
unpaid on April 9, 1999, converts into fully paid Series B Preferred Stock at
a conversion price of $2.97 per share. On April 9, 1999, the principal amount
of the loan plus interest was converted into 6,784 shares of Series B
Preferred Stock.

Amended Articles of Incorporation

Immediately prior to or upon the effective date of the IPO, the Company's
Articles will be Amended and restated to among other matters, designate 10
million shares of Preferred Stock that the board will have the authority to
designate rights and privileges.

(10) Pro forma (unaudited)

The unaudited pro forma December 31, 1998 balance sheet gives effect to the
following:

. Conversion of all convertible Preferred Stock outstanding at December
31, 1998 to common stock

. Issuance of $1 million note on March 9, 1999, subsequent conversion to
6,784 shares of Series B Preferred Stock and conversion of Series B
Preferred Stock to common stock

. Reclassification of 189,238 shares of redeemable common stock to common
stock upon cancellation of the put right associated with such shares and
upon forgiveness of a promissory note issued in consideration for
454,170 shares (264,932 shares of stock were reacquired)

F-18
<PAGE>

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

You may rely only on the information contained in this prospectus. We have
not authorized anyone to provide information different from that contained in
this prospectus. Neither the delivery of this prospectus nor the sale of
common stock means that information contained in this prospectus is correct
after the date of this prospectus. This prospectus is not an offer to sell or
solicitation of an offer to buy common stock in any circumstances under which
the offer or solicitation is unlawful.

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

Table of Contents

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 8
Use of Proceeds.......................................................... 15
Dividend Policy.......................................................... 15
Capitalization........................................................... 16
Dilution................................................................. 17
Selected Financial Data.................................................. 18
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 19
Business................................................................. 27
Management............................................................... 42
Certain Transactions..................................................... 46
Principal Shareholders................................................... 47
Description of Capital Stock............................................. 48
Shares Eligible for Future Sale.......................................... 51
Underwriting............................................................. 53
Legal Matters............................................................ 55
Experts.................................................................. 55
Additional Information................................................... 55
Index to Financial Statements............................................ F-1
</TABLE>

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

Until , 1999 (25 days after the date of this prospectus), all dealers
that buy, sell or trade these shares of common stock, 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.

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

3,500,000 Shares

[Company Logo]

Common Stock

---------------
PROSPECTUS
---------------

ING Baring Furman Selz LLC

Warburg Dillon Read LLC

Online distribution by

E*Trade Securities

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

PART II

Item 13. Other Expenses of Issuance and Distribution

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.................. $ 14,547
National Association of Securities Dealers, Inc. fee................. $ 5,100
Nasdaq Stock Market listing fee...................................... $ 87,000
Accountants' fees and expenses....................................... $ 310,000
Legal fees and expenses.............................................. $ 250,000
Blue Sky fees and expenses........................................... $ 10,000
Transfer Agent's fees and expenses................................... $ 5,250
Printing and engraving expenses...................................... $ 83,000
Miscellaneous........................................................ $ 5,103
---------
Total Expenses..................................................... $ 770,000
=========
</TABLE>

All fees other than the SEC registration fee, the NASD fee and the Nasdaq
National Market listing fee are estimated.

Item 14. Indemnification of Directors and Officers

Intelligent Life's Amended and Restated Articles of Incorporation provide
that the liability of the directors for monetary damages shall be eliminated to
the fullest extent permissible under the Florida Business Corporation Act (the
"FBCA"), and Intelligent Life may indemnify our officers, employees and agents
to the fullest extent permitted under the FBCA.

Intelligent Life's Amended and Restated Bylaws provide that Intelligent Life
must indemnify its directors against all liabilities to the fullest extent
permitted under the FBCA and that Intelligent Life must advance all reasonable
expenses incurred in a proceeding where the director was either a party or a
witness because he or she was a director.

The FBCA provides that, in general, a corporation may indemnify any person
who is or was a party to any proceeding (other than action by, or in the right
of, such corporation) by reason of the fact that he or she is or was a director
or officer of Intelligent Life, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and provided further that, with respect to any
criminal action or proceeding, the officer or director had no reasonable cause
to believe his or her conduct was unlawful. In the case of proceedings by or in
the right of the corporation, the FBCA provides that, in general, a company may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement of such proceeding, including
any appeal thereof, provided that such person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interest of the corporation, except that no indemnification shall be made in
respect of any claim as to which such person is adjudged liable unless a court
of competent jurisdiction determines upon application that such person is
fairly and reasonably entitled to indemnity. To the extent that any officers or
directors are successful on the merits or otherwise in the defense of any of
the proceedings described above, the FBCA provides that a corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the FBCA further provides
that, in general, indemnification or advancement of expenses shall not be made
to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (1) a violation
of the criminal law, unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe it
was

II-1
<PAGE>

unlawful; (2) a transaction from which the director or officer derived an
improper personal benefit; (3) in the case of a director, circumstances under
which the director has voted for or assented to a distribution made in
violation of the FBCA or such corporation's Articles of Incorporation; or (4)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.

Section of the Underwriting Agreement filed as Exhibit 1.1 hereto also
contains certain provisions pursuant to which certain officers, directors and
controlling persons of Intelligent Life may be entitled to be indemnified by
the underwriters named therein.

Item 15. Recent Sales of Unregistered Securities

During the past three years, Intelligent Life has issued the securities set
forth below which were not registered under the Securities Act:

(1) On June 20, 1997, Intelligent Life issued 10,770 shares of its
Series A Preferred Stock to ABS Ventures IV, L.P. for aggregate cash
consideration of $1,500,005.

(2) On June 26, 1997, Intelligent Life issued 7,693 shares of its Series
A Preferred Stock to R. Palmer Baker, Jr., Jeremiah Milbank, III and Robert
O'Block for aggregate cash consideration of $500,045.

(3) On August 27, 1997, Intelligent Life issued 3,846 shares of its
Series A Preferred Stock to ABS Ventures IV, L.P. and ABX Fund, L.P. for
aggregate cash consideration of $249,990.

(4) On September 12, 1997, Intelligent Life issued 7,692 shares of its
Series A Preferred Stock to BRM Holdings, LLC for aggregate cash
consideration of $499,980.

(5) On October 14, 1997, Intelligent Life issued 1,154 shares of its
Series A Preferred Stock to John E. Davidson and George Fischer for
aggregate cash consideration of $75,010.

(6) On June 10, 1998, Intelligent Life issued 23,074 shares of its
Series A Preferred Stock to ABS Ventures IV, L.P., ABX Fund, L.P. and
certain stockholders for aggregate cash consideration of $1,499,810.

(7) On November 25, 1998, Intelligent Life issued 17,575 shares of its
Series B Preferred Stock to ABS Ventures IV, L.P., ABX Fund, L.P., Antares
Capital Fund II Ltd., ACF II Side Fund L.P. and John E. Davidson, George
Fischer, Jeremiah Milbank, III, Peter Morse and Robert O'Block for
aggregate cash consideration of $2,000,032.

(8) On March 9, 1999, Intelligent Life issued a note to Antares Capital
Fund II Limited Partnership for aggregate cash consideration of $1,000,000
that was converted into 6,784 shares of Series B Preferred Stock on April
9, 1999.

The issuance of the securities in the transactions described above were
deemed to be exempt from registration under the Securities Act in reliance on
Section 4(2) of the Securities Act and Regulation D promulgated thereunder as
transactions by an issuer not involving any public offering.

(9) Intelligent Life has issued stock options to purchase an aggregate
of 787,500 shares of Common Stock at a weighted average exercise price of
$2.50 per share to Sara Campbell, Roberto Casin, Robert Caston, Karen
Christie, G. Cotter Cunningham, Robert DeFranco, Jose Fernandez, Julio
Fernandez, Sherry Fernandez, Sharon Giannotti, Linda Green, Joseph Jones,
Monica Lewman, Peter Minford, Gilbert Morejon, Brian Morse, Brian O'Connor,
Melissa Pederson, William Plasencia and Procopia Skoran. No shares of
common stock have been issued pursuant to the exercise of such options.

The issuance of securities in the transaction described above was deemed to
be exempt from registration under the Securities Act in reliance on Rule 701 of
the Securities Act.

II-2
<PAGE>

Item 16. Exhibits

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
1.1** Form of Underwriting Agreement.
3.1+ Form of Amended and Restated Articles of Incorporation of the
Registrant.
3.2+ Form of Amended and Restated Bylaws of the Registrant.
4.1+ See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws of the
Registrant defining rights of the holders of common stock of the
Registrant.
4.2+ Specimen Stock Certificate.
5.1+ Opinion of Morris, Manning & Martin, L.L.P., counsel to the
Registrant, as to the legality of the shares being registered.
10.1* Lease Agreement, dated May 1, 1994, between Intelligent Life
Corporation and Bombay Holdings, Inc., as amended.
10.2* Lease Agreement, dated October 6, 1997, between Intelligent Life
Corporation and Bombay Holdings, Inc.
10.3* Lease Agreement, dated January 31, 1999, between Intelligent Life
Corporation and Bombay Holdings, Inc.
10.4* Professional Employer Agreement, dated February 25, 1999, between
Intelligent Life Corporation and Vincam Human Resources, Inc.
10.5* Intelligent Life Corporation 1997 Equity Compensation Plan.
10.6* Intelligent Life Corporation 1999 Equity Compensation Plan.
10.7* Form of Stock Option Agreement under the 1997 Equity Compensation
Plan.
10.8* Promissory Note, dated March 9, 1999, executed by Intelligent Life
Corporation and payable to Antares Capital Fund II Limited
Partnership.
10.9* Cancellation and Stock Repurchase Agreement, dated as of March 10,
1999, by Intelligent Life Corporation in favor of William P.
Anderson, III.
10.10* Agreement of Cancellation and Release, dated as of March 10, 1999,
between Intelligent Life Corporation and William P. Anderson, III.
10.11* Incentive Stock Option Grant Agreement, dated as of March 10, 1999,
between Intelligent Life Corporation and William P. Anderson, III.
10.12* Executive Employment Agreement, dated as of March 10, 1999, between
Intelligent Life Corporation and William P. Anderson, III.
23.1+ Consent of KPMG LLP.
23.2+ Consent of Thomas & Clough Co., P.A.
23.3+ Consent of Morris, Manning & Martin, L.L.P. (included in Exhibit
5.1).
24.1* Powers of Attorney (included on signature page).
27.1* Financial Data Schedule.
</TABLE>
- --------

+ Filed herewith.

* Previously filed.

** To be filed by amendment

II-3
<PAGE>

Item 17. Undertakings

(a) The undersigned Registrant hereby undertakes to provide to the
underwriters at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities 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
Securities Act and will be governed by the final adjudication of such issue.

(i) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
Registration Statement as of the time it was declared effective.

(ii) For purposes of determining any liability under the Securities Act,
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.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of North Palm Beach, State
of Florida on the 14th day of April 1999.

Intelligent Life Corporation

/s/ William P. Anderson, III
By: _________________________________
William P. Anderson, III
President and Chief Executive
Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William P. Anderson, III and Peter W. Minford,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and any subsequent
registration statements pursuant to Rule 462 of the Securities Act and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 each of said
attorneys-in-fact or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

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

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

<S> <C> <C>
/s/ William P. Anderson, III President, Chief Executive April 14, 1999
______________________________________ Officer and Director
William P. Anderson, III (Principal Executive
Officer)

* Senior Vice President-- April 14, 1999
______________________________________ Administration and Chief
Peter W. Minford Financial Officer
(Principal Financial and
Accounting Officer)

* Director April 14, 1999
______________________________________
Bruns H. Grayson

* Director April 14, 1999
______________________________________
Peter C. Morse

* Director April 14, 1999
______________________________________
Randall E. Poliner
</TABLE>

/s/ William P. Anderson, III

*By: ______________________________

William P. Anderson, III

Attorney-in-Fact

II-5

<PAGE>

EXHIBIT 3.1

FORM OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
INTELLIGENT LIFE CORPORATION.

In accordance with Section 607.1007 of the Florida Business Corporation
Act, the Florida Statutes, as hereafter amended and modified (the "FBCA"), the
Board of Directors of INTELLIGENT LIFE CORPORATION, a Florida corporation (the
"Corporation"), hereby amends and restates in its entirety the Articles of
Incorporation of the Corporation as follows:

ARTICLE I
Name
----

The name of the Corporation is: Intelligent Life Corporation.

ARTICLE II
Principal Address
-----------------

The street address of the principal office and the mailing address of the
Corporation is: 11811 U.S. Highway One, Suite 101, North Palm Beach, Florida
33408.

ARTICLE III
Purposes
--------

The Corporation may engage in the transaction of any or all lawful business
for which corporations may be incorporated under the laws of the State of
Florida.

ARTICLE IV
Capital Stock
-------------

4.1. Authorized Shares. The total number of shares of all classes of
-----------------
capital stock that the Corporation shall have the authority to issue shall be
110,000,000 shares, of which 100,000,000 shares shall be common stock, having a
par value of $.01 per share (referred to in these Amended and Restated Articles
of Incorporation as "Common Stock") and 10,000,000 shares shall be preferred
stock, having a par value of $.01 per share (referred to in these Amended and
Restated Articles of Incorporation as "Preferred Stock"). The Board of
Directors is expressly authorized, pursuant to Section 607.0602 of the FBCA, to
provide for the classification and reclassification of any unissued shares of
Common Stock or Preferred Stock and the issuance thereof in one or more classes
or series without the approval or the shareholders of the Corporation, all
within the limitations set forth in Section 607.0601 of the FBCA.

<PAGE>

4.2. Common Stock.
------------

(a) Relative Rights. The Common Stock shall be subject to all of the
---------------
rights, privileges, preferences and priorities of the Preferred Stock as may be
set by the Board of Directors and hereafter filed as Articles of Amendment to
these Amended and Restated Articles of Incorporation pursuant to Section
607.0602 of the FBCA. Except as otherwise provided in these Amended and
Restated Articles of Incorporation, each share of Common Stock shall have the
same rights as and be identical in all respects to all the other shares of
Common Stock.

(b) Voting Rights. Each holder of Common Stock shall, except as
-------------
otherwise provided by the FBCA, be entitled to one vote for each share of Common
Stock held by such holder.

(c) Dividends. Whenever there shall have been paid, or declared and
---------
set aside for payment, to the holders of the shares of any class of stock having
preference over the Common Stock as to the payment of dividends, the full amount
of dividends and of sinking fund or retirement payments, if any, to which such
holders are respectively entitled in preference to the Common Stock, then the
holders of record of the Common Stock and any class or series of stock entitled
to participate therewith as to dividends, shall be entitled to receive
dividends, when, as, and if declared by the Board of Directors, out of any
assets legally available for the payment of dividends thereon.

(d) Dissolution, Liquidation, Winding Up. In the event of any
------------------------------------
dissolution, liquidation, or winding up of the Corporation, whether voluntary or
involuntary, the holders of record of the Common Stock then outstanding, and all
holders of any class or series of stock entitled to participate therewith in
whole or in part, as to the distribution of assets, shall become entitled to
participate in the distribution of assets of the Corporation remaining after the
Corporation shall have paid, or set aside for payment, to the holders of any
class of stock having preference over the Common Stock in the event of
dissolution, liquidation, or winding up, the full preferential amounts (if any)
to which they are entitled, and shall have paid or provided for payment of all
debts and liabilities of the Corporation.

4.3. Preferred Stock.
---------------

(a) Issuance, Designations, Powers, Etc. Subject to the limitations
-----------------------------------
prescribed by the FBCA and the provisions of these Amended and Restated Articles
of Incorporation, the Board of Directors is expressly authorized, to provide, by
resolution and by filing Articles of Amendment to these Amended and Restated
Articles of Incorporation (which, pursuant to Section 607.0602(4) of the FBCA
shall be effective without shareholder action), for the issuance from time to
time of the shares of the Preferred Stock in one or more series, to establish
from time to time the number of shares to be included in each such series, and
to fix the designations, preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption relating to the shares of each such series. The
authority of the Board of Directors with respect to each series of Preferred
Stock shall include, but not be limited to, setting or changing the following:

-2-
<PAGE>

(i) the dividend rate, if any, on shares of such series, the
times of payment and the date from which dividends shall be
accumulated, if dividends are to be cumulative;

(ii) whether the shares of such series shall be redeemable and,
if so, the redemption price and the terms and conditions of such
redemption;

(iii) the obligation, if any, of the Corporation to redeem
shares of such series pursuant to a sinking fund;

(iv) whether shares of such series shall be convertible into,
or exchangeable for, shares of stock of any other class or classes
and, if so, the terms and conditions for such conversion or exchange,
including the price or prices or the rate or rates of conversion or
exchange and the terms of adjustment, if any;

(v) whether the shares of such series shall have voting
rights, in addition to the voting rights provided by law, and, if so,
the extent of such voting rights;

(vi) the rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation; and

(vii) any other relative rights, powers, preferences,
qualifications, limitations or restrictions thereof relating to such
series.

(b) Dissolution, Liquidation, Winding Up. In the event of any
------------------------------------
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of Preferred Stock of each series shall be entitled to
receive only such amount or amounts as shall have been fixed by the Articles of
Amendment to these Amended and Restated Articles of Incorporation or by the
resolution or resolutions of the Board of Directors providing for the issuance
of such series.

4.4. Shares Acquired by the Corporation. Shares of Common Stock that have
----------------------------------
been acquired by the Corporation shall become treasury shares and may be resold
or otherwise disposed of by the Corporation for such consideration as shall be
determined by the Board of Directors, unless or until the Board of Directors
shall by resolution provide that any or all treasury shares so acquired shall
constitute authorized, but unissued shares.

4.5. No Preemptive Rights. Except as the Board of Directors may otherwise
--------------------
determine, no shareholder of the Corporation shall have any preferential or
preemptive right to subscribe for or purchase form the Corporation any new or
additional shares of capital stock, or securities convertible into shares of
capital stock, of the Corporation, whether now or hereafter authorized.

4.6. Reclassification of Existing Series A Convertible Preferred Stock and
---------------------------------------------------------------------
Series B Convertible Preferred Stock. Effective upon the filing of record of
- ------------------------------------
these Amended and Restated Articles of Incorporation, each issued and
outstanding share of the Series A Convertible

-3-
<PAGE>

Preferred Stock and Series B Convertible Preferred Stock, each having a par
value of $.01 per share, shall be reclassified as fifty (50) fully paid and
nonassessible shares of the Corporation's Common Stock, par value $.01 per
share. From and after such time, each certificate representing shares of the
Corporation's Series A Convertible Preferred Stock and Series B Convertible
Preferred Stock shall thereafter be deemed to represent solely the right to
receive the number of shares of the Corporation's Common Stock, par value $.01
per share, determined in the manner set forth above.

ARTICLE V
Registered Office and Agent
---------------------------

The Corporation designates 11811 U.S. Highway One, Suite 101, North Palm
Beach, Florida 33408 as the street address of the registered office of the
Corporation and names William P. Anderson, III. the Corporation's registered
agent at that address to accept service of process within this state.

ARTICLE VI
Board of Directors
------------------

6.1. Classification. Except as otherwise provided in these Amended and
--------------
Restated Articles of Incorporation or any Articles of Amendment filed pursuant
to Section 4.3 hereof relating to the rights of the holders of any class of or
series of Preferred Stock, voting separately by class or series, to elect
additional directors under specified circumstances, the number of directors of
the Corporation shall be as fixed from time to time by or pursuant to these
Amended and Restated Articles of Incorporation or by the Amended and Restated
Bylaws of the Corporation (the "Bylaws"). The directors, other than those who
may be elected by the holders of any class or series of Preferred Stock voting
separately by class or series, shall be classified, with respect to the time for
which they severally hold office, into three classes, Class I, Class II and
Class III, each of which shall be as nearly equal in number as possible, and
shall be adjusted from time to time in the manner specified in the Bylaws to
maintain such proportionality. Each initial director in Class I shall hold
office for a term expiring at the 2000 annual meeting of the shareholders; each
initial director in Class II shall hold office for a term expiring at the 2001
annual meeting of the shareholders; and each initial director in Class III shall
hold office for a term expiring at the 2002 annual meeting of the shareholders.
Notwithstanding the foregoing provisions of this Section 6.1, each director
shall serve until such director's successor is duly elected and qualified or
until such director's earlier death, resignation or removal. At each annual
meeting of the shareholders, the successors to the class of directors whose term
expires at that meeting shall be elected to hold office for a term expiring at
the annual meeting of the shareholders held in the third year following the year
of their election and until their successors shall have been duly elected and
qualified or until such director's earlier death, resignation or removal.

6.2. Removal.
-------

-4-
<PAGE>

(a) Removal For Cause. Except as otherwise provided pursuant to the
-----------------
provisions of these Amended and Restated Articles of Incorporation or Articles
of Amendment relating to the rights of the holders of any class or series of
Preferred Stock, voting separately by class or series, to elect directors under
specified circumstances, any director or directors may be removed from office at
any time, but only for cause (as defined in Section 6.2(b) hereof) and only by
the affirmative vote, at any annual or special meeting of the shareholders, of
not less than sixty-six and two-thirds percent (66-2/3%), of the total number of
votes of the then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, but only if notice of such proposed removal was contained in the
notice of such meeting. At least thirty (30) days prior to such annual or
special meeting of shareholders, written notice shall be sent to the director or
directors whose removal will be considered at such meeting.

(b) "Cause" Defined. For the purposes of this Section 6.2, "cause"
---------------
shall mean (i) misconduct as a director of the Corporation or any subsidiary of
the Corporation which involves dishonesty with respect to a material corporate
activity or material corporate assets, or (ii) conviction of an offense
punishable by one (1) or more years of imprisonment (other than minor regulatory
infractions and traffic violations which do not materially and adversely affect
the Corporation).

(c) Vacancies. Newly created directorships resulting from any
---------
increase in the number of directors or any vacancy of the Board of Directors
resulting from death, resignation, disqualification, removal or otherwise, may
be filled only by affirmative vote of a majority of the remaining directors then
in office, even though less than a quorum, or by a sole remaining director, or,
if not filled by the directors, by the shareholders. Any director so elected
shall hold office until the next election of the class for which such director
shall have been elected and until such director's successor shall have been
elected and qualified or until any such director's earlier death, resignation or
removal.

6.3. Change of Number of Directors. The Board of Directors shall have the
-----------------------------
power to increase or decrease the authorized number of directors, with or
without shareholder approval. In the event of any increase or decrease in the
authorized number of directors, the newly created or eliminated directorships
resulting from such increase or decrease shall be apportioned by the Board of
Directors among the three classes of directors so as to maintain such classes as
nearly equal as possible. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.

6.4. Directors Elected by Holders of Preferred Stock. Notwithstanding the
-----------------------------------------------
foregoing, whenever the holders of any one or more classes or series of
Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect one or more directors at an annual or
special meeting of shareholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of these Amended and Restated Articles of Incorporation, as amended by
Articles of Amendment applicable to such classes or series of Preferred Stock,
and such directors so elected shall not be

-5-
<PAGE>

divided into classes pursuant to this Article VI unless expressly provided by
the Articles of Amendment applicable to such classes or series of Preferred
Stock.

6.5. Personal Liability of Directors. No director of the Corporation
-------------------------------
shall be personally liable to the Corporation or its shareholders for monetary
damages for breach of duty of care or other duty as a director, except as
provided by Section 607.0831 of the FBCA. If the FBCA 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 FBCA, as amended.
In the event that any of the provisions of this Article (including any provision
within a single sentence) are held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable, the remaining provisions are severable
and shall remain enforceable to the fullest extent permitted by law.

6.6. Exercise of Business Judgment. In discharging the duties of their
-----------------------------
respective positions and in determining what is believed to be in the best
interests of the Corporation, the Board of Directors, and individual directors,
in addition to considering the effects of any action on the Corporation or its
shareholders, may consider the interests of the employees, customers, suppliers
and creditors of the Corporation and its subsidiaries, the communities in which
offices or other establishments of the Corporation and its subsidiaries are
located, and all other factors such directors consider pertinent; provided,
however, that this provision solely grants discretionary authority to the
directors and no constituency shall be deemed to have been given any right to
consideration thereby.

6.7. Directors. The number of directors constituting the Board of
---------
Directors as of the date of adoption of these Amended and Restated Articles of
Incorporation is four (4). The number of directors of the Corporation shall not
be less than three (3) nor more than fifteen (15), the precise number to be
fixed by resolution of the Board of Directors from time to time. The names and
addresses of the directors as of the date of adoption of these Amended and
Restated Articles of Incorporation are:

Class I
-------

Name: Address:
----- --------

Randall E. Poliner 7900 Miami Lakes Drive West
Miami Lakes, Florida

Class II
--------

Name: Address:
----- --------

William P. Anderson 11811 U.S. Highway One, Suite 101,
North Palm Beach, Florida

Bruns H. Grayson 1 South Street, Suite 2150,
Baltimore, Maryland

-6-

<PAGE>

Class III

Name: Address:
----- --------

Peter C. Morse 200 Four Falls Corporate Center, Suite 205
West Conshohocken, PA 19428

ARTICLE VII
Action By Shareholders
----------------------

7.1. Annual Meetings. At an annual meeting of the shareholders of the
---------------
Corporation, only such business shall be conducted, and only such proposals
shall be acted upon, as shall have been brought before the annual meeting (a)
by, or at the direction of, the Board of Directors, or (b) by any shareholder of
the Corporation who complies with the notice procedures set forth in the Bylaws
and the requirements of Rule 14a-8 promulgated under the Securities Exchange Act
of 1934, as amended.

7.2. Special Meetings. Special meetings of the shareholders of the
----------------
Corporation may be called at any time by (a) the Board of Directors; (b) the
Chairman of the Board of Directors (if one is so appointed); (c) the Chief
Executive Officer of the Corporation; (d) the President of the Corporation; or
(e) the holders of not less than thirty-five percent (35%) of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting, if such shareholders sign, date and deliver to the
Corporation's Secretary one or more written demands for the meeting describing
the purpose or purposes for which it is to be held. Special meetings of the
shareholders of the Corporation may not be called by any other person or
persons.

7.3. Shareholder Action Without a Meeting. Any action required or
------------------------------------
permitted to be taken at an annual or special meeting of shareholders of the
Corporation may be taken without a meeting, without prior notice, and without a
vote if the action is taken in the manner set forth under Section 607.0704 of
the FBCA, as the same may be hereafter amended or superseded.

ARTICLE VIII
Amendments
----------

8.1. Articles of Incorporation. Notwithstanding any other provision of
-------------------------
these Amended and Restated Articles of Incorporation or the Bylaws of the
Corporation (and notwithstanding that a lesser percentage may be specified by
law) the affirmative vote of sixty-six and two-thirds percent (66-2/3%) of the
total number of votes of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required (unless separate voting by classes
is required by the FBCA, in which event the affirmative vote of sixty-six and
two-thirds percent (66-2/3%) of the number of shares of each class or series
entitled to vote as a class shall be required), to amend or repeal, or to adopt
any provision inconsistent with the purpose or intent of, Articles IV, VI, VII,
or this Article VIII of these Amended and Restated Articles of Incorporation.
Notice of any such

-7-
<PAGE>

proposed amendment, repeal or adoption shall be contained in the notice of the
meeting at which it is to be considered. Subject to the provisions set forth
herein, the Board of Directors shall have the right to amend, alter, repeal or
rescind any provision contained in these Amended and Restated Articles of
Incorporation in the manner now or hereafter prescribed by law.

8.2. Bylaws. The Board of Directors shall have the power to amend or
------
repeal the Bylaws in such manner as shall be prescribed by the Bylaws, and
nothing herein shall serve to limit such power. The shareholders of the
Corporation may adopt or amend a provision to the Bylaws which fixes a greater
quorum or voting requirement for shareholders (or voting groups of shareholders)
than is required by the FBCA. The adoption or amendment of a bylaw that adds,
changes or deletes a greater quorum or voting requirement for shareholders must
meet the same quorum or voting requirement and be adopted by the same vote and
voting groups required to take action under the quorum or voting requirement
then in effect or proposed to be adopted, whichever is greater.

IN WITNESS WHEREOF, Intelligent Life Corporation. has caused these Amended
and Restated Articles of Incorporation to be executed, its corporate seal to be
affixed, and its seal and execution hereof to be attested, all by its duly
authorized officers, this ______ day of ___________________, 1999.

INTELLIGENT LIFE CORPORATION.

By:
----------------------------------

Attest:
--------------------------

-8-

<PAGE>

EXHIBIT 3.2

FORM OF
AMENDED AND RESTATED
BYLAWS
OF
INTELLIGENT LIFE CORPORATION,
A FLORIDA CORPORATION
<PAGE>

TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>

Page
----
<S> <C>
ARTICLE I. OFFICES......................................................... 1

Section 1. Registered Office............................................... 1
Section 2. Other Offices................................................... 1

ARTICLE II. MEETINGS OF SHAREHOLDERS....................................... 1

Section 1. Place of Meeting............................................... 1
Section 2. Time of Meeting................................................ 1
Section 3. Special Meetings............................................... 1
Section 4. Notice of Meetings............................................. 1
Section 5. Waiver of Notice............................................... 2
Section 6. Voting List.................................................... 2
Section 7. Voting Group................................................... 3
Section 8. Quorum......................................................... 3
Section 9. Vote Required for Action....................................... 3
Section 10. Voting......................................................... 4
Section 11. Action of Shareholders Without a Meeting....................... 4
Section 12. Record Date.................................................... 4
Section 13. Proxies........................................................ 5
Section 14. Conduct of Meeting............................................. 5
Section 15. Adjournments................................................... 5
Section 16. Shareholder Proposals at Annual Meetings....................... 6
Section 17. Notice of Shareholder Nominees................................. 7
Section 18. Inspectors of Election......................................... 7

ARTICLE III. BOARD OF DIRECTORS............................................ 8

Section 1. General Powers................................................. 8
Section 2. Number of Directors and Term of Office......................... 8
Section 3. Removal........................................................ 8
Section 4. Resignation.................................................... 8
Section 5. Vacancies...................................................... 9
Section 6. Compensation................................................... 9
Section 7. Regular Meetings............................................... 9
Section 8. Special Meetings............................................... 9
Section 9. Notice of Meetings............................................. 9
Section 10. Waiver of Notice............................................... 9
Section 11. Place of Meetings.............................................. 10
Section 12. Participation by Conference Telephone.......................... 10
Section 13. Quorum......................................................... 10
Section 14. Voting......................................................... 10
Section 15. Minutes........................................................ 10
Section 16. Action Without a Meeting....................................... 10
Section 17. Adjournments................................................... 10
Section 18. General Powers of Directors.................................... 11
Section 19. Specific Powers of Directors................................... 11
Section 20. Director Conflicts of Interest................................. 11

ARTICLE IV. COMMITTEES..................................................... 12

Section 1. Appointing Committees.......................................... 12
Section 2. Powers of Committees........................................... 12
</TABLE>

-ii-
<PAGE>

<TABLE>
<S> <C>
Section 3. Committee Meetings, Quorum and Voting.......................... 12
Section 4. Removal from Committees........................................ 12
Section 5. Compensation Committee......................................... 12
Section 6. Audit Committee................................................ 13
Section 7. Other Committees............................................... 13
Section 8. Alternative Members............................................ 13

ARTICLE V. OFFICERS........................................................ 13

Section 1. Number......................................................... 13
Section 2. Election and Term.............................................. 13
Section 3. Removal........................................................ 13
Section 4. Resignation.................................................... 14
Section 5. Vacancies...................................................... 14
Section 6. Salaries....................................................... 14
Section 7. Chairman of the Board.......................................... 14
Section 8. President...................................................... 14
Section 9. Vice Presidents................................................ 15
Section 10. Secretary...................................................... 15
Section 11. Treasurer...................................................... 15
Section 12. Assistants and Acting Officers................................. 16
Section 13. Duties of Officers May Be Delegated............................ 16

ARTICLE VI................................................................. 16

Section 1. Execution of Contracts and Documents........................... 16
Section 2. Checks and Drafts.............................................. 17
Section 3. Deposits....................................................... 17
Section 4. Proxies........................................................ 17

ARTICLE VII. DISTRIBUTIONS................................................. 17

Section 1. Authorization or Declaration................................... 17
Section 2. Record Date With Respect to Distributions and Share Dividends.. 17

ARTICLE VIII. CAPITAL STOCK................................................ 17

Section 1. Authorization and Issuance of Shares........................... 17
Section 2. Capital Stock.................................................. 18
Section 3. Record of Shareholders......................................... 18
Section 4. Lost, Stolen or Destroyed Certificates......................... 18
Section 5. Transfer of Shares............................................. 19
Section 6. Duty of Corporation to Register Transfer....................... 19
Section 7. Registered Shareholders........................................ 19
Section 8. Stock Regulations.............................................. 19

ARTICLE IX. INDEMNIFICATION................................................ 19

Section 1. Definitions.................................................... 19
Section 2. Indemnification................................................ 21
Section 3. Determination and Authorization of Indemnification............. 21
Section 4. Advances for Expenses.......................................... 22
Section 5. Court-Ordered Indemnification and Advances for Expenses........ 23
Section 6. Insurance...................................................... 23
Section 7. Severability................................................... 24

ARTICLE X. EMERGENCY POWERS............................................... 24

Section 1. Power to Adopt................................................. 24
Section 2. Lines of Succession of Officers or Agents...................... 24
</TABLE>

-iii-
<PAGE>

<TABLE>
<S> <C>
Section 3. Change of Office................................................ 24
Section 4. Effect of Bylaws................................................ 24
Section 5. Notices......................................................... 24
Section 6. Quorum.......................................................... 24
Section 7. Liability....................................................... 25

ARTICLE XI. GENERAL PROVISIONS............................................. 25

Section 1. Fiscal Year..................................................... 25
Section 2. Corporate Seal.................................................. 25
Section 3. Books and Records............................................... 25
Section 4. Annual Financial Statements..................................... 25
Section 5. Inspection of Books and Records................................. 25
Section 6. Conflict with Articles of Incorporation......................... 25
Section 7. Adoption of Amendments to Incentive Stock Option Plans.......... 26
Section 8. Reference to Code Sections...................................... 26

ARTICLE XII. AMENDMENTS.................................................... 26
</TABLE>

-iv-
<PAGE>

AMENDED AND RESTATED BYLAWS OF
INTELLIGENT LIFE CORPORATION.

ARTICLE I.
OFFICES

Section 1. Registered Office. The registered office shall be in the City
-----------------
of North Palm Beach, State of Florida, County of Palm Beach. The Board of
Directors from time to time may change the address of the registered office,
which may be, but need not be, the principal office of the Corporation.

Section 2. Other Offices. The Corporation may also have offices at such
-------------
other places both within and without the State of Florida as the Board of
Directors may from time to time determine and the business of the Corporation
may require or make desirable.

ARTICLE II.
MEETINGS OF SHAREHOLDERS

Section 1. Place of Meeting. All meetings of the Shareholders may be
----------------
held either within or without the State of Florida, but in the absence of notice
to the contrary Shareholders' meetings shall be held at the principal office of
the Corporation.

Section 2. Time of Meeting. Unless otherwise determined by the Board of
---------------
Directors, the Annual Meeting of the Shareholders shall be held annually within
four (4) months after the end of each fiscal year of the Corporation at such
time and place as may be designated in the notice of the Annual Meeting. Failure
to hold the Annual Meeting as aforesaid shall not work a forfeiture or
dissolution of the Corporation nor shall such failure affect otherwise valid
corporate acts.

Section 3. Special Meetings. Special Meetings may be called only as
----------------
provided in the Articles of Incorporation. If the Corporation's Articles of
Incorporation (hereinafter the "Articles of Incorporation") shall not set forth
provisions governing the right to call Special Meetings, then Special Meetings
may be called only by the Chief Executive Officer, a majority of the Board or a
majority of the members of the Executive Committee. If the Corporation has more
than 100 Shareholders then, in addition to the foregoing and subject to the
Articles of Incorporation, a Special Meeting can be called by request of
Shareholders holding no less than thirty-five percent (35%) of the shares of the
Corporation's issued shares that are entitled to vote on the matters to be
considered at such Special Meeting. Special Meetings of the Shareholders of the
Corporation may not be called by any person, group or entity other than those
specifically enumerated in this Section 3.

Section 4. Notice of Meetings. The Corporation shall give notice stating
------------------
the date, time and place of each Shareholders' Meeting, whether special or
annual, not less than ten (10) nor more than sixty (60) days before the date of
the meeting, and shall be in writing unless oral
<PAGE>

notice is reasonable under the circumstances, and may be communicated in person,
by telephone, telegraph, facsimile, electronic mail or other form of wire or
wireless communication, or by mail or private carrier, to each Shareholder of
record entitled to vote at such meeting, at such address as last appears on the
books of the Corporation. In the case of an Annual Meeting, the notice need not
state the purpose or purposes of the meeting unless the Articles of
Incorporation or the Florida Business Corporation Act (the "Act") requires the
purpose or purposes to be stated in the notice of the meeting. In the case of a
Special Meeting, the notice of the meeting must include a description of purpose
or purposes for which the meeting is called. Notice of any adjourned meeting
need not be given otherwise than by announcement at the meeting, at which the
adjournment is taken; provided however, if a new record date for the adjourned
meeting is or must be fixed pursuant to Section 15 of this Article II, notice of
the adjourned meeting shall be given to persons who are Shareholders as of the
new record date.

Notwithstanding the other provisions of this Section, no notice of a
meeting of Shareholders need be given to a Shareholder if: (1) an annual report
and proxy statement for two consecutive annual meetings of Shareholders, or (2)
all, and at least two, checks and payment of dividends or interest on securities
during a twelve-month period have been sent by first-class, United States mail,
addressed to the Shareholder at his or her address as it appears on the share
transfer books of the Corporation, and returned undeliverable. The obligation of
the Corporation to give notice of a Shareholders' meeting to any such
Shareholder shall be reinstated once the Corporation has received a new address
for such Shareholder for entry on its share transfer books.

Section 5. Waiver of Notice. Any Shareholder may waive notice of any
----------------
meeting, whether special or annual, either before, at or after the meeting, and
a Shareholder's attendance at a meeting, either in person or by proxy, shall of
itself constitute a waiver of notice and waiver of any and all objections to the
date, time, place, manner of calling, or consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, except when the Shareholder attends the meeting solely for the purpose
of stating such objection. Unless required by the Act, neither the business
transacted nor the purpose of the meeting need be specified in the waiver of
notice.

Section 6. Voting List.
-----------

(a) Shareholder List. After fixing a record date for a meeting of the
----------------
Shareholders in accordance with Section 12 of this Article II, the Corporation
will cause to be prepared a complete alphabetical list of Shareholders entitled
to notice of a Shareholders' meeting, with the address of and the number and
class and series, if any, of shares held by each. Such list shall be available
for inspection by any Shareholder for a period of ten days prior to the meeting
or such shorter time as exists between the record date and the meeting date, and
continuing through the meeting, at the Corporation's principal office at a place
identified in the meeting notice in the City where the meeting will be held, or
at the offices of the Corporation's transfer agent or Registrar, if any. A
Shareholder or his or her agent may, on written demand, inspect the list,
subject to the requirements of the Act, during regular business hours and at his
or her expense, during the period that it is available for inspection pursuant
to this Section. A Shareholder's

-2-
<PAGE>

written demand to inspect the list shall describe with reasonable particularity
the purpose for inspection of the list, and the Corporation may deny the demand
to inspect the list if the Secretary determines that the demand was not made in
good faith and for a proper purpose or if the list is not directly connected
with the purpose stated in the Shareholder's demand, all subject to the
requirements of Section 607.1602(3) of the Act. Notwithstanding anything herein
to the contrary, the Corporation shall make the Shareholder list available at
any annual meeting or special meeting of the Shareholders and any Shareholder or
his or her agent or attorney may inspect the list at any time during the meeting
or any adjournment thereof.

(b) Prima Facie Evidence. The Shareholder list is prima facie evidence of
---------------------
the identity of Shareholders entitled to examine the Shareholder list or to vote
at a meeting of Shareholders.

(c) Failure to Comply. If the requirements of this Section have not been
-----------------
substantially complied with, or if the Corporation refuses to allow a
Shareholder or his or her agent or attorney to inspect the Shareholder list
before or at the meeting, on the demand of any Shareholder, in person or by
proxy, who failed to get such access, the meeting shall be adjourned until such
requirements are complied with.

(d) Validity of Action Not Affected. Refusal or failure to prepare or
--------------------------------
make available the Shareholder list shall not affect the validity of any action
taken at a meeting of Shareholders.

Section 7. Voting Group. A Voting Group means all shares of one or more
------------
classes or series that under the Articles of Incorporation or the Act are
entitled to vote and be counted together collectively on a matter at a meeting
of the Shareholders. All shares entitled by the Articles of Incorporation or the
Act to vote generally on the matter are for that purpose a single Voting Group.

Section 8. Quorum. Shares entitled to vote as a separate Voting Group
------
may take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Unless the Articles of Incorporation provide
otherwise, the presence, in person or by proxy, of not less than thirty-three
and one-third percent (33%) of the votes entitled to be cast on the matter by
the Voting Group constitutes a quorum of that Voting Group for action on that
matter. Once a share is represented for any purpose at a meeting other than
solely to object to holding the meeting or transacting business at the meeting,
it is deemed present for quorum purposes for the remainder of the meeting and
for any adjournment of that meeting unless a new record date is or must be set
for that adjourned meeting.

Section 9. Vote Required for Action. If a quorum exists, action on a
------------------------
matter (other than the election of directors) by a Voting Group is approved if
the votes cast within the Voting Group favoring the action exceed the votes cast
opposing the action, unless the Articles of Incorporation, these Bylaws or the
Act requires a greater number of affirmative votes. If the Articles of
Incorporation or the Act provide for voting by two or more Voting Groups on a
matter, action on that matter is taken only when voted upon by each of those
Voting Groups counted separately. Action may be taken by one Voting Group on a
matter even though no

-3-
<PAGE>

action is taken by another Voting Group entitled to vote on the matter. With
regard to the election of directors, unless otherwise provided in the Articles
of Incorporation, if a quorum exists, action on the election of directors is
taken by a plurality of the votes cast by the shares entitled to vote in the
election.

Section 10. Voting. Except as otherwise provided for in the Articles of
------
Incorporation, each outstanding share having voting rights shall be entitled to
one vote on each matter submitted to a vote at a Shareholders' meeting.
Outstanding shares of preferred stock, if any, shall have the voting rights set
forth within the Corporation's Articles of Incorporation or as set by resolution
of the Board of Directors, as the case may be. Voting on all matters may be by
voice vote or by show of hands unless any qualified voter, prior to the voting
on any matter, demands vote by ballot, in which case each ballot shall state the
name of the Shareholder voting and the number of shares voted by such
Shareholder, and if the ballot be cast by proxy, it shall also state the name of
the proxy.

Section 11. Action of Shareholders Without a Meeting. Any action required
----------------------------------------
or permitted to be taken at an annual or special meeting of Shareholders of the
Corporation may be taken without a meeting, without prior notice, and without a
vote if the action is taken in the manner set forth under Section 607.0704 of
the Act, as the same may be hereafter amended or superseded.

Section 12. Record Date. (a) The Board of Directors may fix in advance a
-----------
date as the record date for the purpose of determining shareholders entitled to
notice of a shareholders meeting, entitled to vote, or take any other action. In
no event may a record date fixed by the Board of Directors be a date preceding
the date upon which the resolution fixing the record date is adopted or a date
more than seventy (70) days before the date of meeting or action requiring a
determination of shareholders.

(b) The record date for determining shareholders entitled to demand a
special meeting shall be the close of business on the date the first shareholder
delivers his or her demand to the corporation.

(c) If no prior action is required by the Board of Directors pursuant to
the Act, the record date for determining shareholders entitled to take action
without a meeting shall be the close of business on the date the first signed
written consent with respect to the action in question is delivered to the
corporation, but if prior written action is required by the Board of Directors
pursuant to the Act, such record date shall be the close of business on the date
on which the Board of directors adopts the resolution taking such prior action
unless the Board of Directors otherwise fixes a record date.

(d) If the Board of Directors does not determine the record date for
determining shareholders entitled to notice of and to vote at the annual or
special shareholder's meeting, such record date shall be the close of business
on the day before the first notice with respect thereto is delivered to the
shareholders.

-4-
<PAGE>

(e) A record date for determining shareholders entitled to notice of or to
vote at a shareholders meeting is effective for any adjournment of the meeting
unless the Board of Directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting,

(f) If the Board of Directors does not determine the record date for
determining shareholders entitled to a distribution (other than one involving a
purchase, redemption, or other acquisition of the Corporation's shares or a
share dividend), such a record date shall be the close of business on the date
on which the Board of Directors duly authorizes the distribution.

Section 13. Proxies. A Shareholder entitled to vote pursuant to Section
-------
10 of this Article II may vote in person or by proxy executed in writing by the
Shareholder or by his attorney-in-fact. A proxy shall not be valid after eleven
(11) months from the date of its execution, unless such instrument provides for
a longer period. If the validity of any proxy is questioned, it must be
submitted to the Secretary of the Shareholders' meeting for examination or to a
proxy officer or committee appointed by the person presiding at the meeting. The
Secretary of the meeting or, if appointed, the proxy officer or committee, shall
determine the validity of any proxy submitted and reference by the Secretary in
the minutes of the meeting to the regularity of a proxy shall be received as
prima facie evidence of the facts stated for the purpose of establishing the
presence of a quorum at such meeting and for all other purposes.

Section 14. Conduct of Meeting. The Chairman of the Board of Directors,
------------------
and if there be none, or in his or her absence, the President, and in his or her
absence the Vice Presidents, in the order provided by these Bylaws, and in their
absence, any person chosen by the Shareholders present, shall call a
Shareholders' meeting to order and shall act as presiding officer of the
meeting, and the Secretary of the Corporation shall act as secretary of all
meetings of the Shareholders, but in the absence of the Secretary, the presiding
officer may appoint any other person to act as secretary of the meeting. The
presiding officer of the meeting shall have broad discretion in determining the
order of business at a Shareholders' meeting. The presiding officer's authority
to conduct the meeting shall include, but in no way be limited to, recognizing
Shareholders entitled to speak, calling for the necessary reports, stating
questions and putting them to a vote, calling for nominations, and announcing
the results of voting. The presiding officer also shall take such actions as are
necessary and appropriate to preserve order at the meeting. Rules of
Parliamentary Procedure need not be observed in the conduct of the Shareholders'
meeting; however, meetings shall be conducted in accordance with accepted usage
and common practice with fair treatment to all who are entitled to take part.

Section 15. Adjournments. Any meeting of the Shareholders, whether or not
------------
a quorum is present, may be adjourned by the holders of a majority of the voting
shares represented at the meeting to be reconvened at a specific time and place.
If notice of the adjourned meeting was properly given, it shall not be necessary
to give any notice of the reconvened meeting or of the business to be
transacted, if the date, time and place of the reconvened meeting are announced
at the meeting which was adjourned and before adjournment. At any such
reconvened meeting at which a quorum is present or represented, any business may
be transacted which could have been transacted at the meeting which was
adjourned.

-5-
<PAGE>

Section 16. Shareholder Proposals at Annual Meetings.
----------------------------------------

(a) Business may be properly brought before an Annual Meeting of
Shareholders by a Shareholder only upon the Shareholder's timely notice thereof
in writing to the Secretary of the Corporation. To be timely, a Shareholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty (60) days prior to the meeting as
originally scheduled; provided, however, that in the event that less than
seventy (70) days notice or prior public disclosure of the date of the meeting
is given or made to Shareholders, notice by the Shareholder to be timely must be
so received not later than the close of business on the tenth (10th) day
following the earlier of the day on which such notice of the date of the meeting
was mailed or the date on which such public disclosure was made.

(b) The Shareholder's notice to the Secretary of the Corporation shall set
forth as to each matter the Shareholder proposes to bring before the Annual
Meeting: (i) a brief description of the proposal desired to be brought before
the Annual Meeting and the reasons for conducting such business at the Annual
Meeting, (ii) the name and address, as they appear on the Corporation's books,
of the Shareholder proposing such business and any other Shareholders known by
such Shareholder to be supporting such proposal, (iii) the class and number of
shares of the Corporation's stock that are beneficially owned by the Shareholder
on the date such Shareholder gives notice to the Secretary of the Corporation,
and the number of shares of the Corporation's capital stock that are
beneficially owned on such date by any other Shareholder known to be supporting
such proposal, and (iv) any financial interest of the Shareholder in such
proposal.

(c) The Chairman or other presiding officer of the Annual Meeting shall
determine and declare at the Annual Meeting whether the Shareholder proposal was
made in accordance with the terms of this Section 16. If such Chairman or other
presiding officer determines that such Shareholder proposal was not made in
accordance with the terms of this Section 16, he or she shall so declare at the
Annual Meeting and such proposal shall not be acted upon at such Annual Meeting.

(d) This provision shall not prevent the consideration and approval or
disapproval at the Annual Meeting of reports of officers, directors and
committees of the Board of Directors, but in connection with such reports, no
new business shall be acted upon at such Annual Meeting unless stated, filed and
received as herein provided.

(e) For purposes of this Section 16, any adjournment(s) or postponement(s)
of the original meeting whereby the meeting will reconvene within ninety (90)
days from the original date shall be deemed for purposes of notice to be a
continuation of the original meeting and no business may be brought before any
such reconvened meeting unless pursuant to a notice of such business which was
timely for the meeting on the date originally scheduled. Such Shareholder's
notice to the Secretary shall set forth (i) as to each matter the Shareholder
proposed to bring before the Annual Meeting, a brief description of the business
desired to be brought before the meeting, (ii) the name and address, as they
appear on the Corporation's books, of the Shareholder proposing such business,
(iii) the class and number of shares of the Corporation which are

-6-
<PAGE>

beneficially owned by the Shareholder, and (iv) a complete and accurate
description of any material interest of the Shareholder in such proposed
business.

(f) Notwithstanding the foregoing, nothing in this Section 16 shall be
interpreted or construed to require the inclusion of information about any such
proposal in any proxy statement distributed by the Corporation at the direction
of or on behalf of the Corporation.

Section 17. Notice of Shareholder Nominees.
------------------------------

(a) Nominations of persons for election to the Board of Directors shall be
made only at an Annual or Special Meeting of the Shareholders called for that
purpose and only (i) by or at the direction of the Board of Directors or (ii) by
any Shareholder entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in Section 16 of this Article
II for Annual Meetings. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a Shareholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty (60) days prior to the meeting;
provided, however, that in the event that less than seventy (70) days notice of
the date of the meeting is given or made to Shareholders, notice by the
Shareholder to be timely must be so received not later than the close of
business on the tenth (10th) day following the earlier of the day on which such
notice of the date of the meeting was mailed or the date on which such public
disclosure was made.

(b) The Shareholder's notice to the Corporation pursuant to this Section
17 shall set forth: (i) as to each person that the Shareholder proposes to
nominate for election or reelection as a director, (1) the name, age, business
address and residence address of such proposed nominee, (2) the principal
occupation or employment of such proposed nominee, (3) the class and number of
shares of capital stock of Corporation which are beneficially owned by such
proposed nominee, and (4) any other information relating to the person that is
required to be disclosed in solicitations for proxies for election of directors
pursuant to Schedule 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); and (ii) as to the Shareholder giving such notice, (1) the
name and address, as they appear on the Corporation's books, of such
Shareholder, (2) the class and number of shares of the Corporation's stock that
are beneficially owned by the Shareholder on the date of such notice. The
Corporation may require any proposed nominee to furnish such other information
as may be reasonably required by the Corporation to determine the eligibility of
such proposed nominee to serve as a director of the Corporation.

(c) The presiding officer of the meeting shall determine and declare at
the meeting whether the nomination was made in accordance with the terms of this
Section 17. If the presiding officer determines that a nomination was not made
in accordance with the terms of this Section 17, he or she shall so declare at
the meeting that any such defective nomination shall be disregarded.

Section 18. Inspectors of Election. Inspectors of election may be
----------------------
appointed by the Board of Directors to act at any meeting of Shareholders at
which any vote is taken. If inspectors of election are not so appointed, the
presiding officer of the meeting may, and on the request of

-7-
<PAGE>

any Shareholder shall, make such appointment. Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath to
faithfully execute the duties of inspector at such meeting with strict
impartiality and according to the best of his or her ability. The inspectors of
election shall determine the number of shares outstanding, the voting rights
with respect to each, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity, and effect or proxies; receive votes,
ballots, consents, and waivers; hear and determine all challenges and questions
arising in connection with the vote; count and tabulate all votes, consents and
waivers; determine and announce the result; and do such acts as are proper to
conduct the election or vote with fairness to all Shareholders. No inspector,
whether appointed by the Board of Directors or by the person acting as presiding
officer of the meeting, need be a Shareholder. The inspectors may appoint and
retain other persons or entities to assist the inspectors in the performance of
their duties. Upon request of the person presiding at the meeting, the
inspectors shall make a report in writing of any challenge, question, or matter
determined by them and execute a certificate of any fact found by them.

ARTICLE III.
BOARD OF DIRECTORS

Section 1. General Powers. All corporate powers shall be exercised by or
--------------
under the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, the Board of Directors. In addition to the
powers and authority expressly conferred upon it by these Bylaws, the Board of
Directors shall exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law, by any legal agreement among
Shareholders, by the Articles of Incorporation, or by these Bylaws directed or
required to be exercised or done by the Shareholders.

Section 2. Number of Directors and Term of Office. The number of
--------------------------------------
directors of the Corporation shall not be less than three (3) nor more than
fifteen (15), the precise number to be fixed by resolution of the Board of
Directors from time to time. The directors shall be divided into three classes
in accordance with the Articles of Incorporation. Except as provided in Section
5 of this Article III, a director shall be elected by the affirmative vote of a
plurality of the shares represented at the meeting of Shareholders at which the
director stands for election and entitled to elect such director. The number of
directors may be increased or decreased from time to time as provided by these
Bylaws and in the Articles of Incorporation; provided, however, that no decrease
in the number of directors shall have the effect of shortening the term of an
incumbent director. Each director shall serve until his successor is elected and
qualified or until his earlier resignation, retirement, disqualification,
removal from office, or death.

Section 3. Removal. The entire Board of Directors or any individual
-------
director may be removed from the office only in the manner set forth in the
Articles of Incorporation.

Section 4. Resignation. Directors may resign at any time by delivering
-----------
written notice to the Board of Directors or its chairman (if any) or to the
corporation. A director's resignation is effective when the notice is delivered
unless the notice specifies a later effective date.

-8-
<PAGE>

Section 5. Vacancies. A vacancy occurring on the Board of Directors may
---------
be filled by the Board of Directors in the manner set forth in the Articles of
Incorporation. The Board of Directors shall have the power to increase or
decrease the authorized number of directors, with or without Shareholder
approval, and to fill any such newly created directorships in the manner set
forth in the Articles of Incorporation.

Section 6. Compensation. The Board of Directors, irrespective of any
------------
personal interest of any of its members, may establish reasonable compensation
of all directors or services to the Corporation as directors, officers, or
otherwise, or may delegate such authority to an appropriate committee. Such
compensation may be comprised of cash, property, stock, options to acquire
stock, or such other assets, benefits or consideration as such directors shall
deem, in the exercise of their sole discretion, to be reasonable and appropriate
under the circumstances. The Board of Directors also shall have authority to
provide for or delegate an authority to an appropriate committee to provide for
reasonable pensions, disability or death benefits, and other benefits or
payments, to directors, officers, and employees and to their families,
dependents, estates, or beneficiaries on account of prior services rendered to
the Corporation by such directors, officers, and employees.

Section 7. Regular Meetings. The first meeting of each newly elected
----------------
Board of Directors shall follow immediately after the Annual Meeting of the
Shareholders and be held at the same place as the Annual Meeting of the
Shareholders, or may be held at such time and place as shall be fixed by the
consent in writing of all the directors. In addition, the Board of Directors
may, by resolution providing for the date, time and place, schedule other
meetings to occur at regular intervals throughout the year.

Section 8. Special Meetings. Special meetings of the Board of Directors
----------------
may be called by the Chairman of the Board (if any), the Corporation's Chief
Executive Officer, or not less than one-third (1/3) of the members of the Board
of Directors. The person or persons calling the meeting may affix any place,
either within or without the State of Florida, as the place for holding any
special meeting of the Board of Directors, and if no other place is affixed, the
place of the meeting shall be the principal office of the Corporation in the
State of Florida.

Section 9. Notice of Meetings. Unless the Articles of Incorporation
------------------
provide otherwise, regular meetings of the Board of Directors may be held
without notice of the date, time, place or purpose of the meeting. Unless the
Articles of Incorporation provide otherwise, every Special Meeting shall be
preceded by at least two (2) days notice of the date, time and place of the
meeting. Such notice shall be in writing unless oral notice is reasonable under
the circumstances, and may be communicated in person, by telephone, telegraph,
facsimile, electronic mail, telecopy, or other forms of wire or wireless
communication, or by mail or private carrier. Such notice need not specify the
purpose of the Special Meeting of the Board unless required by the Articles of
Incorporation.

Section 10. Waiver of Notice. A director may waive notice of any meeting
----------------
either before or after the meeting stated in the notice. Except as specified
herein, the waiver must be in writing, signed by the director entitled to
notice, and delivered to the Corporation for inclusion in

-9-
<PAGE>

the minutes or filing with the corporate records. A director's attendance at or
participation in a meeting waives any required notice to the director of the
meeting unless the director at the beginning of the meeting (or promptly upon
arrival) objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.

Section 11. Place of Meetings. The directors may hold their meetings at
-----------------
the principal office of the Corporation or at such other place or places, either
in the State of Florida or elsewhere, as they may from time to time determine.

Section 12. Participation by Conference Telephone. Unless the Articles of
-------------------------------------
Incorporation provide otherwise, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee thereof, by means of telephone
conference or similar communications equipment, provided that all directors
participating in the meeting can simultaneously hear each other during the
meeting. A director participating in a meeting by this means is deemed to be
present in person at the meeting.

Section 13. Quorum. Unless a greater number is required by the Articles
------
of Incorporation or the Act, a majority of the directors in office immediately
before the meeting begins shall constitute a quorum of the Board of Directors.

Section 14. Voting. If a quorum is present when a vote is taken, the
------
affirmative vote of a majority of the directors present is the act of the Board
of Directors unless the Articles of Incorporation, the Act or these Bylaws
require the vote of a greater number of directors.

Section 15. Minutes. The Secretary of the Corporation shall act as
-------
secretary of all meetings of the Board of Directors but in the absence of the
secretary, the presiding officer may appoint any other person present to act as
secretary of the meeting. Minutes of any regular or special meeting of the Board
of Directors shall be prepared and distributed to each director.

Section 16. Action Without a Meeting. Unless the Articles of
------------------------
Incorporation provide otherwise, action required or permitted to be taken at a
meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting if the action is taken by all members of the Board of
Directors, or of such committee, as the case may be. The action must be
evidenced by one or more written consents describing the action taken, signed by
each director, or each committee member, as the case may be, and delivered to
the Corporation for inclusion in the minutes or filing with the corporate
records.

Section 17. Adjournments. Whether or not a quorum is present to organize
------------
a meeting, any meeting of directors (including an adjourned meeting) may be
adjourned by a majority of the directors present, to reconvene at a specific
time and place. At any reconvened meeting any business may be transacted that
could have been transacted at the meeting that was adjourned. If notice of the
adjourned meeting was properly given, it shall not be necessary to give any
notice of the reconvened meeting or of the business to be transacted, if the
date, time and place of the reconvened meeting are announced at the meeting that
was adjourned.

-10-
<PAGE>

Section 18. General Powers of Directors. The Board of Directors shall
---------------------------
have, in addition to such powers as are herein expressly conferred on it and all
such powers as may be conferred on it by law, all such powers as may be
exercised by the Corporation, subject to the provisions of the Articles of
Incorporation and the Act.

Section 19. Specific Powers of Directors. The Board of Directors shall
----------------------------
also have power:

(a) to purchase or otherwise acquire property, rights, or privileges for
the Corporation, which the Corporation has power to make, at such prices and on
such terms as the Board of Directors may deem proper;

(b) to pay for such property, rights or privileges in whole or in part
with money, stocks, bonds, debentures or other securities of the Corporation, or
by the delivery of other property of the Corporation;

(c) to create, make and issue mortgages, bonds, deeds of trust, trust
agreements and negotiable or transferable instruments and securities, secured by
mortgages or otherwise, and to do every act and thing necessary to effectuate
the same;

(d) to elect the corporate officers and fix their salaries, to appoint
employees and trustees, and to dismiss them at its discretion, to fix their
duties and emoluments, and to change them from time to time, and to require
security as it may deem proper;

(e) to confer on any officer of the Corporation the power of selecting,
discharging or suspending such employees; and

(f) to determine by whom and in what manner the Corporation's bills,
notes, receipts, acceptances, endorsements, checks, releases, contracts, or
other documents shall be signed.

Section 20. Director Conflicts of Interest. No contract or other
------------------------------
transaction between the Corporation and one or more of its directors or any
other corporation, firm, affiliate, or entity in which one or more of its
directors are directors or officers or are financially interested will be either
void or voidable because of such relationship or interest, because such director
or directors are present at the meeting of the Board of Directors or a committee
thereof which authorizes, approves, or ratifies such contract or transaction, or
because the votes of such director or directors are counted for such purpose,
if:

(a) The fact of such relationship or interest is disclosed or known to the
Board of Directors or committee which authorizes, approves, or ratifies the
contract or transaction by a vote or consent sufficient for the purpose under
the Act without counting the votes or consents of such interested directors, all
in the manner provided by law; or

(b) the fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve, or ratify such
contract or transaction by vote or written consent, all in the manner provided
by law; or

-11-
<PAGE>

(c) the contract or transaction is fair and reasonable as to the
Corporation at the time it is authorized by the Board of Directors, a committee,
or the shareholders.

ARTICLE IV.
COMMITTEES

Section 1. Appointing Committees. Unless the Articles of Incorporation
---------------------
provide otherwise, the Board of Directors may create one (1) or more committees
and appoint members of the Board of Directors to serve on them. Each committee
may have one or more members, who serve at the pleasure of the Board of
Directors.

Section 2. Powers of Committees. To the extent specified by the Board of
--------------------
Directors or in the Articles of Incorporation, each committee may exercise the
authority granted to the Board of Directors, except that a committee may not:

(a) approve or propose to Shareholders action that the Act requires to be
approved by Shareholders;

(b) fill vacancies on the Board of Directors or on any of its committees;

(d) authorize or approve the reacquisition of shares unless pursuant to a
general formula or a method specified by the Board of Directors; or

(e) authorize or approve the issuance or sale or a contract for the sale
of shares, or determine the designation and relative rights, preferences, and
limitations of a voting group except that the Board of Directors may authorize a
committee (or a senior executive officer of the Corporation) to do so within
limits specifically prescribed by the Board of Directors.

Section 3. Committee Meetings, Quorum and Voting. Except as set forth
-------------------------------------
with respect to the Executive Committee in Section 6 below, Sections 9, 10, 11,
12, 13, 14, 15, 16 and 17 of Article III of these Bylaws which govern meetings,
adjournments of meetings, actions without meeting, notice and waiver of notice,
and quorum and voting requirements of the Board of Directors, apply to
committees and their members.

Section 4. Removal from Committees. The Board of Directors shall have
-----------------------
power at any given time to remove any member of any committee, with or without
cause, and to fill vacancies in and to dissolve any such committee.

Section 5. Compensation Committee. The Board of Directors may, from time
----------------------
to time by a majority vote of the directors, elect one or more directors as a
Compensation Committee to serve until its authority is revoked or its membership
is changed by a majority vote of the directors. The Compensation Committee shall
have such power and authority with regard to compensation issues as are granted
to the Committee by the Board of Directors from time to time, including
responsibility for recommendations to the Board of Directors regarding

-12-
<PAGE>

compensation for key employees or key consultants of the Company, including
administration of the Company's equity compensation plans.

Section 6. Audit Committee. The Board of Directors may, from time to
---------------
time by a majority vote of the directors, elect two or more members of the Board
of Directors to serve as an Audit Committee. The members of the Audit Committee
shall serve until the authority of the Audit Committee is revoked or its
membership is changed by a majority vote of the Board of Directors. The Board of
Directors may designate persons other than members of the Board of Directors to
serve as non-voting members of the Audit Committee. The Audit Committee shall
have such power and authority with regards to accounting and financial reporting
issues as are granted to the Committee by the Board of Directors from time to
time, including making recommendations regarding the Company's independent
accountants, the annual audit of the Company's financial statements and the
Company's internal accounting practices and policies.

Section 7. Other Committees. The Board of Directors, by resolution
----------------
adopted by a majority of the full Board of Directors, may designate one or more
additional committees of the Board of Directors, each committee to consist of
one (1) or more directors of the Corporation, which shall have such name or
names and shall have and may exercise such powers of the Board of Directors in
the management of the business and affairs of the Corporation, except as
otherwise provided by these Bylaws or by law, as may be determined from time to
time by resolution of the Board of Directors. The Board of Directors may also
appoint other committees which do not exercise any of the authority of the Board
of Directors, but which are fact finding, planning or advisory in nature. Such
additional committees may have members who are not directors.

Section 8. Alternative Members. The Board of Directors, by resolution
-------------------
adopted in accordance with Section 1 of Article IV of these Bylaws, may
designate one or more directors as alternate members of any such committee, who
may act in the place of any absent member or members at any meeting of such
committee.

ARTICLE V.
OFFICERS

Section 1. Number. The officers of the Corporation shall be designated
------
and elected by the Board of Directors, or appointed by the Chief Executive
Officer, with such responsibilities and duties as may be designated by the Board
of Directors consistent with this Article V. The Board of Directors shall elect
at least one officer who shall be responsible for preparing minutes of the
directors' and Shareholders' meetings and for authenticating records of the
Corporation. Any two or more offices may be held by the same person. No officer
need be a Shareholder.

Section 2. Election and Term. All officers shall be appointed by the
-----------------
Board of Directors or by a duly appointed officer pursuant to this Article V and
shall serve at the pleasure of the Board of Directors and the appointing
officers as the case may be.

Section 3. Removal. The Board of Directors may remove and officer and,
-------
unless restricted by the Board of Directors, an officer may remove any officer
or assistant officer

-13-
<PAGE>

appointed by that officer, at any time, with or without cause and
notwithstanding the contract rights, if any, of the officer removed. The
appointment of an officer does not of itself create contract rights.

Section 4. Resignation. An officer may resign at any time by delivering
-----------
unless the notice specifies a later effective date and the corporation accepts
the later effective date. If a resignation is made effective at a later date and
the Corporation accepts the future effective date, the pending vacancy may be
filled before the effective date but the successor may not take office until the
effective date.

Section 5. Vacancies. A vacancy in any principal office because of
---------
death, resignation, removal, disqualification, or otherwise, shall be filled as
soon thereafter as practicable by the Board of Directors for the unexpired
portion of the term.

Section 6. Salaries. The salaries and compensation of all officers
--------
appointed by the Board of Directors shall be fixed by the Board of Directors or
a committee of the Board of Directors, unless the directors delegate such power
to any officer or officers.

Section 7. Chairman of the Board. Unless the Board of Directors
----------------------
determines otherwise, the Chairman of the Board, if one shall so be elected,
shall preside at all meetings of the Board. The Chairman shall have such other
powers and duties as may be specifically designated by the Board of Directors
and, if so designated, may serve as President.

Section 8. President.
---------

(a) Unless the Board of Directors shall designate that the Chairman shall
also be the Chief Executive Officer, then the President shall be the Chief
Executive Officer of the Corporation, and shall be elected by the Board of
Directors. In the absence or disability of a Chairman of the Board of the
Corporation, or at the direction of the Board of Directors, the President shall
also serve as a Chairman of the Board of the Corporation. The President shall
preside at all meetings of the Shareholders; and, in the absence of the
Chairman, he shall preside at all meetings of the Board of Directors if the
Board so requests. He shall have general and active management of the business
of the Corporation, and shall exercise general supervision and administration
over all of its affairs with power to make all contracts in the conduct of the
regular and ordinary business of the Corporation, and shall see that all orders
and resolutions of the Board of Directors are carried into effect.

(b) The President shall execute deeds, bonds, notes, mortgages and other
contracts on behalf of the Corporation.

(c) The President shall be ex-officio a member of all standing committees
and shall have the general powers and duties of supervision and management of
the Corporation.

(d) The President may appoint and discharge agents and employees of the
Corporation and fix their compensation subject to the general supervisory power
of the Board of

-14-
<PAGE>

Directors, and do and perform such other duties as from time to time may be
assigned to him by the Board of Directors and as may be authorized by law.

Section 9. Vice Presidents. The Board may elect one or more Vice
---------------
Presidents who shall have such duties as are assigned by the electing or
appointing party. The Vice President, if one shall so be elected, shall act in
the absence or disability of the President. If there is more than one (1) Vice
President, then the one designated by the Board of Directors shall act in the
absence or disability of the President.

Section 10. Secretary. The Secretary, if one shall so be elected, shall
---------
keep accurate records of the acts and proceedings of all meetings of
Shareholders, directors and committees of directors. The Secretary shall give,
or cause to be given, notice of all meetings of the Shareholders and any
meetings of the Board of Directors, and other notices required by law or these
Bylaws, and shall perform such other duties as may be prescribed by the Board of
Directors or President, under whose supervision the Secretary shall be. The
Secretary shall keep in safe custody the seal of the Corporation, and the
Secretary or any other officer may affix the same to any instrument requiring it
and, when so affixed, it may be attested by the Secretary's signature or by the
signature of an Assistant Secretary. Notwithstanding the foregoing, unless
otherwise required by law or the Act, the seal of the Corporation need not be
affixed to any documents or instruments, nor must the Secretary or Assistant
Secretary attest any such document or instrument. In the absence or disability
of the Secretary or at the direction of the President, any Assistant Secretary
or other officer designated by the Board of Directors may perform the duties and
exercise the powers of the Secretary.

Section 11. Treasurer.
---------

(a) The Treasurer, if one shall so be elected, shall have custody of and
be responsible for all funds and securities, receipts and disbursements of the
Corporation, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall deposit or cause
to be deposited, all monies and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors.

(b) The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors or by the President, taking proper vouchers
for such disbursements, and shall render to the President and directors,
whenever they may require it, an account of all transactions as Treasurer and of
the financial condition of the Corporation, and at the regular meeting of the
Board of Directors next preceding the Annual Shareholders' Meeting, a like
report for the preceding year.

(c) The Treasurer shall keep an account of stock registered and
transferred in such manner and subject to such regulations as the Board of
Directors may prescribe.

(d) The Treasurer shall give the Corporation a bond, if required by the
Board of Directors, in such sum and in form and with security satisfactory to
the Board of Directors for the faithful performance of the duties of the office
and the restoration to the Corporation in case of

-15-
<PAGE>

the Treasurer's death, resignation or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in the possession of the
Treasurer, belonging to the Corporation. The Treasurer shall perform such other
duties as the Board of Directors may from time to time prescribe or require.

Section 12. Assistants and Acting Officers. The Board of Directors shall
------------------------------
have the power to elect one or more Assistant Secretaries and Assistant
Treasurers who shall perform such duties and have such authority as shall from
time to time be delegated or assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors. The Board of
Directors shall have the power to appoint, or authorize any duly elected officer
of the Corporation to appoint, any person to act as assistant to any officer, or
as agent for the Corporation in his or her stead, or to perform the duties of
such officer whenever for any reason it is impractical for such officer to act
personally. Such assistant or acting officer or other agent so appointed by the
Board of Directors or an authorized officer shall have the power to perform all
the duties of the office to which he or she is so appointed to be an assistant,
or as to which he or she is so appointed to act, except as such power may be
otherwise defined or restricted by the Board of Directors or the appointing
officer.

Section 13. Duties of Officers May Be Delegated. In case of the absence
-----------------------------------
of any officer of the Corporation, or for any other reason that the Board of
Directors may deem sufficient, the Board may delegate, for the time being, the
powers or duties, or any of them, of such officer to any other officer or to any
director or employee of the Corporation, provided a majority of the entire Board
of Directors concurs.

ARTICLE VI.
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS AND DOCUMENTS

Section 1. Execution of Contracts and Documents. The Board of Directors,
------------------------------------
except as otherwise provided in these Bylaws, may authorize any officer or
officers or agent or agents of the Corporation to enter into any contract or
execute and deliver any instrument in the name and on behalf of the Corporation,
and such authority may be general or confined to specific instances. Unless
otherwise specifically determined by the Board of Directors or otherwise
required by law, formal contracts, promissory notes and other evidences of
indebtedness, deeds of trust, mortgages and corporate instruments or documents
requiring the corporate seal, and certificates for shares of stock owned by the
Corporation shall be executed, signed or endorsed by the President (or any Vice
President) and by the Secretary (or any Assistant Secretary) or the Treasurer
(or any Assistant Treasurer). The Board of Directors may, however, authorize any
one of these officers to sign any of such instruments, for and on behalf of the
Corporation, without necessity of countersignature; may designate officers or
employees of the Corporation, other than those named above, who may, in the name
of the Corporation, sign such instruments; and may authorize the use of
facsimile signatures for any of such persons. No officer, agent or employee
shall have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable for damages, whether
monetary or otherwise, for any purpose or for any amount except as specifically
authorized in these Bylaws or by the Board of Directors or an officer or
committee with the power to grant such authority.

-16-
<PAGE>

Section 2. Checks and Drafts. All checks, drafts or other orders for the
-----------------
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by the President or such other person or persons
and in such manner as shall, from time to time, be determined by the Board of
Directors.

Section 3. Deposits. All funds of the Corporation shall be deposited to
--------
the credit of the Corporation under such conditions and in such banks, trust
companies or other depositories as the Board of Directors may designate or as
may be designated by an officer or officers or agent or agents of the
Corporation to whom such power may, from time to time, be determined by the
Board of Directors.

Section 4. Proxies. Unless otherwise provided by the Board of Directors,
-------
the President may from time to time appoint an attorney or attorneys or agent or
agents of the Corporation in the name and on behalf of the Corporation to cast
the vote which the Corporation may be entitled to cast as a Shareholder or
otherwise in any other Corporation any of the stock or other securities of which
is held by the Corporation, at meetings of the holders of the stock or other
securities of such other Corporation, and may instruct the person or persons so
appointed as to the manner of casting such vote or giving such consent, and may
execute or cause to be executed in the name and on behalf of the Corporation
such written proxies or other instruments as the President may deem necessary or
proper in the premises.

ARTICLE VII.
DISTRIBUTIONS

Section 1. Authorization or Declaration. Unless the Articles of
----------------------------
Incorporation provide otherwise, the Board of Directors from time to time in its
discretion may authorize or declare distributions or share dividends in
accordance with the Act.

Section 2. Record Date With Respect to Distributions and Share Dividends.
-------------------------------------------------------------
For the purpose of determining Shareholders entitled to a distribution (other
than one involving a purchase, redemption, or other reacquisition of the
Corporation's shares) or a share dividend, the Board of Directors may fix a date
as the record date. If no record date is fixed by the Board of Directors, the
record date shall be determined in accordance with the provisions of the Act.

ARTICLE VIII.
CAPITAL STOCK

Section 1. Authorization and Issuance of Shares. In accordance with the
------------------------------------
Act, the Board of Directors may authorize shares of any class or series provided
for in the Articles of Incorporation to be issued for any consideration valid
under the provisions of the Act. Before the Corporation issues shares, the Board
of Directors shall determine that the consideration received or to be received
for the shares to be issued is adequate. The determination by the Board of
Directors is conclusive insofar as the adequacy of the consideration for the
issuance of shares relates to whether the shares are validly issued, fully paid
and nonassessible. The Corporation may place in escrow shares issued for future
services or benefits for a promissory note, or make other arrangements to
restrict the transfer of the shares, and may credit distributions in respect of

-17-
<PAGE>

the shares against their purchase price, until these services are performed, the
note is paid or the benefits are received. If these services are not performed,
the note is not paid, or the benefits are not received, the Corporation may
cancel, in whole or in part, these shares escrowed or restricted and the
distribution credited. To the extent provided in the Articles of Incorporation,
the Board of Directors shall determine the preferences, limitations, and
relative rights of the shares.

Section 2. Capital Stock. All shares issued by the Corporation shall be
-------------
evidenced by a certificate or certificates. Each certificate of stock of the
Corporation shall be numbered, shall be entered in the books of the Corporation,
and shall be signed, either manually or in facsimile, by any one of the
President, a Vice President, the Secretary, or the Treasurer or such other
officer or officers as designated to sign such certificates, from time to time,
by the Board of Directors. In any case in which any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the Corporation, whether because of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signature shall have been used thereon had not ceased to be such
officer or officers. If a share certificate is signed in facsimile, then it
shall be countersigned by a transfer agent or registered by a registrar other
than the Corporation itself or an employee of the Corporation. The corporate
seal need not be affixed to the share certificate. Each certificate representing
shares shall set forth upon the face thereof:

(a) The name of the Corporation;

(b) That the Corporation is organized under the laws of the State of
Florida;

(d) The number and class of shares and the designation of the series, if
any, such certificate represents.

Section 3. Record of Shareholders. The Corporation shall keep a record
----------------------
of the Shareholders of the Corporation which readily shows, in alphabetical
order or by alphabetical index, and by classes of stock, the names of the
Shareholders, including those Shareholders entitled to vote, with the address of
and the number of shares held by each.

Section 4. Lost, Stolen or Destroyed Certificates. The Board of
--------------------------------------
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged to
have been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his or her legal representative, to advertise the same in such
manner as it shall require or give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

-18-
<PAGE>

Section 5. Transfer of Shares. Transfers of shares shall be made upon
------------------
the transfer books of the Corporation, kept at the office of the transfer agent
designated to transfer the shares, only upon direction of the person named in
the certificate, or by an attorney lawfully constituted in writing; and before a
new certificate is issued, the old certificate shall be surrendered for
cancellation or in the case of a certificate alleged to have been lost, stolen
or destroyed, the provisions of Section 4 of this Article VIII shall have been
complied with. The face or reverse side of each certificate representing shares
shall bear a conspicuous notation as required by the Act or the Articles of
Incorporation of the restrictions imposed by the Corporation upon the transfer
of such shares.

Section 6. Duty of Corporation to Register Transfer. Notwithstanding any
----------------------------------------
of the provisions of Section 5 of this Article VIII, the Corporation is under a
duty to register the transfer of its shares only if:

(a) the share certificate is endorsed by the appropriate person or
persons; and

(b) reasonable assurance is given that these endorsements are genuine and
effective; and

(d) any applicable law relating to the collection of taxes has been
complied with; and

(e) the transfer is in fact rightful or is to a bona fide purchaser.

Section 7. Registered Shareholders. Prior to due presentation for
-----------------------
transfer of registration of its shares, the Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the person
exclusively entitled to vote the shares, to receive any dividend or distribution
with respect to the shares, and for all other purposes; and, accordingly, the
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.

Section 8. Stock Regulations. The Board of Directors shall have the
-----------------
power and authority to make all such further rules and regulations not
inconsistent with law as they may deem expedient concerning the issue, transfer,
and registration of shares of the Corporation.

ARTICLE IX.
INDEMNIFICATION

Section 1. Definitions. As used in this Article IX, the term:
-----------

(a) "Agent" includes any volunteer.

(b) "Corporation" includes, in addition to the Corporation, any domestic
or foreign constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or

-19-
<PAGE>

merger, so that any person who is or was a director, officer, employee, or agent
of a constituent corporation, or is or was serving at the request of a
constituent corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, is in the
same position under this Article with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

(c) "Director" means an individual who is or was a director of the
Corporation or an individual who, while a director of the Corporation, is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic Corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise. A director is
considered to be serving an employee benefit plan at the Corporation's request
if his duties to the Corporation also impose duties on, or otherwise involve
services by, him to the plan or to participants in or beneficiaries of the plan.
Director includes, unless the context requires otherwise, the estate or personal
representative of a director.

(d) "Expenses" include counsel fees, including those for appeal.

(e) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), and reasonable expenses actually incurred with respect to a
proceeding.

(f) "Not opposed to the best interest of the Corporation" describes the
actions of a person who acts in good faith and in a manner he reasonably
believes to be in the best interests of the participants and beneficiaries of an
employee benefit plan.

(g) "Officer" means an individual who is or was an officer of the
Corporation or an individual who, while an officer of the Corporation, is and
was serving at the Corporation's request as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic Corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise.
An officer is considered to be serving an employee benefit plan at the
Corporation's request if his duties to the Corporation also impose duties on, or
otherwise involve services by, him to the plan or to participants in or
beneficiaries of the plan. Officer includes, unless the context requires
otherwise, the estate or personal representative of an officer.

(h) "Other enterprises" includes employee benefit plans.

(i) "Party" includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

(j) "Proceeding" means any threatened, pending, or completed action, suit,
or other type of proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.

(k) "Serving at the request of the Corporation" includes any service as a
director, officer, employee, or agent of the Corporation that imposes duties on
such persons, including duties relating to an employee benefit plan and its
participants or beneficiaries.

-20-
<PAGE>

Section 2. Indemnification.
---------------

(a) The Corporation shall indemnify any person who was or is a party to
any proceeding (other than an action by, or in the right of, the Corporation),
by reason of the fact that he is or was a director, officer, employee, or agent
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, trust, or other enterprise against liability incurred in connection
with such proceeding, including any appeal thereof, if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any proceeding by judgment, order, settlement, or conviction or
upon a plea of nolo contendre or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

(b) The Corporation shall indemnify any person, who was or is a party to
any proceeding by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the Board of Directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof. Such
indemnification shall be provided if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Corporation, except that no indemnification shall be made under this
subsection in respect of any claim, issue, or matter as to which such person
shall have been adjudged to be liable unless, and only to the extent that, the
court in which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.

(c) To the extent that a director, officer, employee, or agent of the
Corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in subsections (a) or (b) of this Section 2, or in
defense of any claim, issue, or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith.

Section 3. Determination and Authorization of Indemnification.
--------------------------------------------------

(a) Any indemnification under Section 2(a), (b) or (c), unless pursuant to
a determination by a court, shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in Section 2(a), (b) or (c).

-21-
<PAGE>

(b) The determination specified in subsection (a) of this Section 3 shall
be made:

(i) By the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such proceeding;

(ii) If such a quorum is not obtainable or, even if obtainable, by
majority vote of a committee duly designated by the Board of Directors (in which
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to the proceeding;

(iii) By independent legal counsel:

(x) Selected by the Board of Directors prescribed in
paragraph (i) or the committee prescribed in paragraph (ii); or

(y) If a quorum of the directors cannot be obtained for
paragraph (i) and the committee cannot be designated under paragraph (ii),
selected by majority vote of the full Board of Directors (in which directors who
are parties may participate); or

(iv) By the Shareholders by a majority vote or a quorum consisting
of Shareholders who were not parties to such proceeding or, if no such quorum is
obtainable, by a majority vote of Shareholders who were not parties to such
proceeding.

(c) Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility
is made by independent legal counsel, persons specified by paragraph (b)(iii)
shall evaluate the reasonableness of expenses and may authorize indemnification.

Section 4. Advances for Expenses.
---------------------

(a) Expenses incurred by an officer or director in defending a civil or
criminal proceeding may be paid by the Corporation in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if he is ultimately found not to
be entitled to indemnification by the Corporation pursuant to this section.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the Board of Directors deems appropriate.

(b) The indemnification and advancement of expenses provided pursuant to
this section are not exclusive, and the Corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees, or agents, under any agreement, vote of Shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
However, indemnification or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute:

-22-
<PAGE>

(i) A violation of the criminal law, unless the director, officer,
employee, or agent had reasonable cause to believe his conduct was lawful or had
no reasonable cause to believe his conduct was unlawful;

(ii) A transaction from which the director, officer, employee, or
agent derived an improper personal benefit;

(iii) In the case of a director, a circumstance under which the
liability provisions of Section 607.0834 of the Act are applicable; or

(iv) Willful misconduct or a conscious disregard for the best
interests of the Corporation in a proceeding by or in the right of the
Corporation to procure a judgment in its favor or in a proceeding by or in the
right of a Shareholder.

(c) Indemnification and advancement of expenses as provided in this
section shall continue as, unless otherwise provided when authorized or
ratified, 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, unless otherwise provided when authorized or ratified.

Section 5. Court-Ordered Indemnification and Advances for Expenses.
-------------------------------------------------------

Notwithstanding the failure of the Corporation to provide indemnification,
and despite any contrary determination of the Board of Directors or of the
Shareholders in the specific case, a director, officer, employee, or agent of
the Corporation who is or was a party to a proceeding may apply for
indemnification or advancement of expenses, or both, to the court conducting the
proceeding, to the circuit court, or to another court of competent jurisdiction.
On receipt of an application, the court, after giving any notice that it
considers necessary, may order indemnification and advancement of expenses,
including expenses incurred in seeking court-ordered indemnification or
advancement of expenses, if it determines that:

(a) The director, officer, employee, or agent is entitled to mandatory
indemnification under Section 2, in which case the court shall also order the
Corporation to pay the director reasonable expenses incurred in obtaining court-
ordered indemnification or advancement of expenses;

(b) The director, officer, employee, or agent is entitled to
indemnification or advancement of expenses, or both, by virtue of the exercise
by the Corporation of its power pursuant to subsection (b) of Section 4; or

(c) The director, officer, employee, or agent is fairly and reasonably
entitled to indemnification or advancement of expenses, or both, in view of all
the relevant circumstances, regardless of whether such person met the standard
of conduct set forth in subsections (a), (b) or (c) of Section 2, or subsection
(b) of Section 4.

Section 6. Insurance. The Corporation shall have the power to purchase
---------
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the

-23-
<PAGE>

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, trust, or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article.

Section 7. Severability. In the event that any of the provisions of this
------------
Article IX is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions of this Article IX shall
remain enforceable to the fullest extent permitted by law.

ARTICLE X.
EMERGENCY POWERS

Section 1. Power to Adopt. Unless the Articles of Incorporation provide
--------------
otherwise, the Board of Directors may adopt bylaws to be effective only in an
emergency, which bylaws shall be subject to amendment or repeal by the
Shareholders. An emergency exists for purposes of this Section if a quorum of
the directors cannot readily be assembled because of some catastrophic event.
The emergency bylaws may make any provision that may be practical and necessary
for the circumstances of the emergency.

Section 2. Lines of Succession of Officers or Agents. The Board of
-----------------------------------------
Directors, either before or during any such emergency, may provide, and from
time to time modify, lines of succession in the event that during such an
emergency any or all officers or agents of the Corporation shall for any reason
be rendered incapable of discharging their duties.

Section 3. Change of Office. The Board of Directors, either before or
----------------
during any such emergency, may, effective in the emergency, change the head
office or designate several alternative head offices or regional offices, or
authorize the officers so to do.

Section 4. Effect of Bylaws. To the extent not inconsistent with any
----------------
emergency bylaws so adopted, these Bylaws shall remain in effect during any such
emergency and, upon its termination, the emergency bylaws shall cease to be
operative.

Section 5. Notices. Unless otherwise provided in emergency bylaws,
-------
notice of any meeting of the Board of Directors during any such emergency may be
given only to such of the directors as it may be feasible to reach at the time,
and by such means as may be feasible at the time, including publication, radio
or television.

Section 6. Quorum. To the extent required to constitute a quorum at any
------
meeting of the Board of Directors during any such emergency, the officers of the
Corporation who are present shall, unless otherwise provided in the emergency
bylaws, be deemed, in order of rank and within the same rank and order of
seniority, directors for such meeting.

-24-
<PAGE>

Section 7. Liability. Corporate action taken in good faith in accordance
---------
with the emergency bylaws binds the Corporation and may not be used to impose
liability on a corporate director, officer, employee or agent.

ARTICLE XI.
GENERAL PROVISIONS

Section 1. Fiscal Year. The Board of Directors is authorized to
-----------
designate and change the fiscal year of the Corporation from time to time as it
deems appropriate.

Section 2. Corporate Seal. The seal of the Corporation shall be in such
--------------
form as the Board of Directors shall approve from time to time. The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. In the event it is inconvenient to use such a seal at
any time, the signature of the Corporation followed by the word "Seal" enclosed
in parentheses shall be deemed the seal of the Corporation.

Section 3. Books and Records.
-----------------

(a) The corporation shall keep as permanent record minutes of all meetings
of the shareholders and Board of Directors, a record of all actions taken by the
Shareholders or Board of Directors without a meeting, and a record of all
actions taken by Committee of the Board of Directors in place of the Board of
Directors on behalf of the Corporation.

(b) The Corporation shall maintain accurate accounting records.

(c) The Corporation shall keep a copy of all written communications within
the preceding three years to all Shareholders generally or to all Shareholders
of a class or series, including the financial statements required to be
furnished by the Act, and a copy of its most recent annual report delivered to
the Department of State.

Section 4. Annual Financial Statements. In accordance with the Act, the
----------------------------
Corporation shall prepare and furnish to Shareholders such financial statements
as may be required by the Act.

Section 5. Inspection of Books and Records. The Board of Directors shall
-------------------------------
have power to determine which accounts, books and records of the corporation
shall be opened to the inspection of Shareholders, except those as may by law
specifically be made open to inspection, and shall have power to fix reasonable
rules and regulations not in conflict with the applicable law for the inspection
of accounts, books and records which by law or by determination of the Board of
Directors shall be open to inspection.

Section 6. Conflict with Articles of Incorporation. In the event that
---------------------------------------
any provision of these Bylaws conflicts with any provision of the Articles of
Incorporation, the Articles of Incorporation shall govern.

-25-
<PAGE>

Section 7. Adoption of Amendments to Incentive Stock Option Plans. In
------------------------------------------------------
addition to the rights of the Board of Directors to approve the adoption of
amendments to any incentive stock option plans of the Corporation which qualify
under Section 422A of the Internal Revenue Code of 1986, as amended, the
Shareholders of the Corporation may approve any such amendment by written
consent as provided in the Act, the Articles of Incorporation, or these Bylaws.

Section 8. Reference to Code Sections. Any reference to any Section or
--------------------------
Article of the Florida Business Corporation Act contained herein shall be
interpreted to include any Section or Article which amends or supersedes such
Section or Article.

ARTICLE XII.
AMENDMENTS

Except as otherwise provided in these Bylaws, the Board of Directors shall
have power to alter, amend or repeal these Bylaws or adopt new Bylaws by
majority vote of all of the directors. The Shareholders may prescribe by
expressing in the action they take in adopting any Bylaw or Bylaws that the
Bylaw or Bylaws so adopted shall not be altered, amended or repealed by the
Board of Directors. Notwithstanding anything herein to the contrary, the
provisions of Articles IX or XII, or of Sections 3, 16 or 17 of Article II, or
Sections 2, 5, and 6 of Article III, of these Bylaws shall not be altered,
amended or repealed, and no provision inconsistent therewith shall be adopted,
without the affirmative vote of a majority of the entire Board of Directors or
of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the
shares of the Corporation held by each Voting Group entitled to vote generally
in the election of directors.

-26-

<PAGE>

EXHIBIT 4.2

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

NUMBER SHARES

ILC [LOGO OF INTELLIGENT(SM)
LIFE SEE REVERSE FOR
APPEARS HERE] CERTAIN DEFINITIONS

INCORPORATED UNDER THE LAWS OF THE CUSIP 45816V 10 0
STATE OF FLORIDA

THIS CERTIFIES THAT

IS THE OWNER OF

FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.01 PER
SHARE, OF

INTELLIGENT LIFE CORPORATION

transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

Dated
[CORPORATE SEAL OF
INTELLIGENT LIFE CORPORATION
APPEARS HERE]

/s/ Peter W. Minford /s/ William P. Anderson

SENIOR VICE PRESIDENT AND SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER

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

COUNTERSIGNED AND REGISTERED
SUNTRUST BANK, ATLANTA
TRANSFER AGENT
AND REGISTRAR
BY:
AUTHORIZED SIGNATURE

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

<PAGE>

EXHIBIT 5.1

April 14, 1999

Intelligent Life Corporation
11811 U.S. Highway One
Suite 101
North Palm Beach, Florida 33408

Re: Registration Statement on Form S-1

Gentlemen:

We have acted as counsel for Intelligent Life Corporation, a Florida
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-1 (the "Registration Statement"), of a proposed offering of an aggregate of
4,025,000 shares of the Company's common stock, $.01 par value per share (the
"Common Stock"), consisting of 3,500,000 shares of the Common Stock (the
"Primary Shares"). In addition, the Company has granted to the underwriters an
option to purchase 525,000 shares of Common Stock to cover over-allotments, if
any (the "Over-Allotment Shares").

We have examined such documents, corporate records, and other instruments
as we have considered necessary and advisable for purposes of rendering this
opinion. Based upon and subject to the foregoing, we are of the opinion that the
Primary Shares and any Over-Allotment Shares being sold by the Company, when
issued, sold and delivered as contemplated in the Registration Statement, will
be duly authorized and validly issued and fully paid and nonassessable.

This opinion is limited by and is in accordance with, the January 1, 1992,
edition of the Interpretive Standards applicable to Legal Opinions to Third
Parties in Corporate Transactions adopted by the Legal Opinion committee of the
Corporate and Banking Law Section of the State Bar of Georgia.

We hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus contained in the Registration Statement.

Very truly yours,

MORRIS, MANNING & MARTIN
a Limited Liability Partnership

By: /s/ Grant W. Collingsworth
--------------------------------------
Grant W. Collingsworth, Partner

<PAGE>

EXHIBIT 23.1

The Board of Directors and Stockholders
Intelligent Life Corporation:

We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the prospectus.

KPMG LLP

Atlanta, Georgia
April 14, 1999

<PAGE>

EXHIBIT 23.2

ACCOUNTANTS' CONSENT

The Board of Directors and Stockholders
Intelligent Life Corporation:

We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the prospectus.

Thomas & Clough Co., P.A.

Palm Beach, Florida
April 14, 1999