AT PLAN INC
S-1, 1999-03-16
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<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 1999
 
                                                 REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                                   @PLAN.INC
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                             <C>                             <C>
           TENNESSEE                         8732                         62-1643381
   (STATE OR JURISDICTION OF     (PRIMARY STANDARD INDUSTRIAL          (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)    CLASSIFICATION CODE NUMBER)         IDENTIFICATION NO.)
</TABLE>
 
                        THREE LANDMARK SQUARE, SUITE 400
                          STAMFORD, CONNECTICUT 06901
                                 (203) 961-0340
         (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
 
                                 MARK K. WRIGHT
                            CHIEF EXECUTIVE OFFICER
                                   @PLAN.INC
                        THREE LANDMARK SQUARE, SUITE 400
                          STAMFORD, CONNECTICUT 06901
                                 (203) 961-0340
           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
 
                                   COPIES TO:
 
<TABLE>
<S>                                            <C>
            J. PAGE DAVIDSON, ESQ.                       JAMES N. STRAWBRIDGE, ESQ.
            BASS, BERRY & SIMS PLC                    WILSON SONSINI GOODRICH & ROSATI
          2700 FIRST AMERICAN CENTER                         650 PAGE MILL ROAD
          NASHVILLE, TENNESSEE 37238                  PALO ALTO, CALIFORNIA 94304-1050
                (615) 742-6200                                 (415) 493-9300
</TABLE>
 
                APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
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, 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, 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,
check the following box. [ ]
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
<S>                                                        <C>                    <C>
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                              PROPOSED MAXIMUM
                  TITLE OF EACH CLASS OF                     AGGREGATE OFFERING   AMOUNT OF REGISTRATION
               SECURITIES TO BE REGISTERED                        PRICE(1)                 FEE
- --------------------------------------------------------------------------------------------------------
<S>                                                        <C>                    <C>
Common Stock (no par value)...............................      $34,500,000               $9,591
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(o) promulgated under the Securities Act of 1933.
 
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
                  SUBJECT TO COMPLETION, DATED MARCH 16, 1999
 
PROSPECTUS
 
                                                 SHARES
 
                                  [@PLAN LOGO]
 
                                  COMMON STOCK
 
     This is an initial public offering of common stock by @plan.inc. We are
selling                shares of common stock. The estimated initial public
offering price is between $       and $       per share.
                            ------------------------
 
     There is currently no public market for the common stock. The shares of
common stock have been proposed to be listed for quotation on the Nasdaq
National Market under the symbol APLN.
                            ------------------------
 
<TABLE>
<CAPTION>
                                                            PER SHARE              TOTAL
                                                            ---------              -----
<S>                                                     <C>                  <C>
Initial public offering price.........................          $                    $
Underwriting discounts and commissions................          $                    $
Proceeds to @plan.inc, before expenses................          $                    $
</TABLE>
 
     @plan.inc has granted the underwriters an option for a period of 30 days to
purchase up to                additional shares of common stock.
                           -------------------------
 
            INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
                    SEE "RISK FACTORS" BEGINNING ON PAGE 5.
                           -------------------------
 
     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.
 
HAMBRECHT & QUIST
               BEAR, STEARNS & CO. INC.
                               FIRST UNION CAPITAL MARKETS CORP.
 
                            , 1999
<PAGE>   3
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Prospectus Summary..........................................    1
Risk Factors................................................    5
Forward Looking Statements..................................   16
Use of Proceeds.............................................   17
Dividend Policy.............................................   17
Capitalization..............................................   18
Dilution....................................................   19
Selected Financial Data.....................................   20
Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................   21
Business....................................................   29
Management..................................................   42
Transactions with Executive Officers and Directors..........   50
Principal Shareholders......................................   52
Description of Capital Stock................................   54
Shares Eligible for Future Sale.............................   59
Underwriting................................................   62
Legal Matters...............................................   64
Experts.....................................................   64
Change in Independent Certified Public Accountants..........   64
Where You Can Find More Information.........................   64
Index to Financial Statements...............................  F-1
</TABLE>
 
                             ---------------------
 
     Information contained on our Web site does not constitute part of this
prospectus. All brand names and trademarks appearing in this prospectus are the
property of their respective holders.
 
     All information in this prospectus relating to the number of shares of our
common stock, options or warrants is based upon information as of December 31,
1998, assuming a 1.8 for 1 stock split which was effected on March 10, 1999. For
a more complete discussion regarding our capital stock and other related
matters, please see "Capitalization" and "Description of Capital Stock."
<PAGE>   4
 
                               PROSPECTUS SUMMARY
 
     This summary highlights selected information contained elsewhere in this
prospectus. This summary may not contain all of the information that you should
consider before investing in our common stock. You should read the entire
prospectus carefully, including "Risk Factors" and our financial statements and
the notes to those statements, before making an investment decision.
 
OUR BUSINESS
 
     We are the leading provider of market research decision support and
planning systems specifically designed for Internet advertisers, advertising
agencies, and Web publishers, and we recently introduced a system for online
retailers and consumer brand marketers. These systems help enable our clients to
effectively harness the power of the Internet as an advertising, marketing and
retailing medium. Our proprietary systems, which our clients access through our
Web site, combine our databases of consumer lifestyle, product preference and
demographic data with powerful query, search and planning technologies. Our
syndicated Internet consumer research data is collected, on an exclusive basis,
by The Gallup Organization, Inc., from a statistically representative group of
approximately 40,000 active adult Web users. We believe that our systems are a
critical component in facilitating the purchase and sale of advertising on the
Internet and are becoming a key information tool in enabling the increase in
consumer electronic commerce.
 
     We introduced the @plan Gutenberg Advertising System in June 1997 and as of
February 28, 1999 we had contracts representing a total of over 250 Internet
advertisers, advertising agency offices, Web sites, online retailers and
consumer brand marketers. We currently have subscription contracts for our
systems with all of the top 20 Web publishers as measured by advertising
revenue, 65% of the top 20 U.S. advertising agencies primarily focused on the
Web as measured by billings and 60% of the top 20 "traditional" U.S. advertising
agencies as measured by billings. We introduced the @plan Kepler E-Business
System in December 1998 and as of February 28, 1999 we already had contracts
with five online retailers and consumer brand marketers.
 
     A representative list of our clients includes Buy.com, CBS MarketWatch,
Grey Interactive, Modem Media.Poppe Tyson, Starcom IP (Leo Burnett),
TicketMaster Online, Time Inc. New Media and US Web/CKS. We believe that our
systems have been accepted as a necessary tool by our clients as evidenced by
our 95% subscription contract renewal rate from our inception through February
28, 1999.
 
THE MARKET OPPORTUNITY
 
     Market research decision support and planning tools enable advertisers,
marketers and retailers in many industries to optimize their competitive
strategies by providing them with highly detailed consumer behavior information.
The characteristics of the Internet as both a unique medium for advertising and
a distinct marketing and sales channel plus the substantial potential size of
the Internet market have heightened the need among Internet advertisers,
advertising agencies, Web publishers, online retailers and consumer brand
marketers for these tools. The rapid growth of the number of users and the
number of content and electronic commerce sites on the Internet requires these
online market participants to recognize and adapt to changing conditions more
quickly than in many traditional media, marketing and retailing worlds. The
diversity of these users and sites requires online market participants to
process vast amounts of information to achieve an understanding of their target
market and the online market as a whole. In addition, the competitive
environment on the Internet for a particular retailing category may be wholly
different than that in the traditional marketplace, requiring online market
participants to develop new understandings of different and evolving competitive
factors. As a result, online market participants are seeking trusted,
third-party
                                        1
<PAGE>   5
 
neutral market research decision support and planning tools that will enable
them to navigate the dynamic online marketplace.
 
     To meet the needs of online market participants and help enable the rise of
advertising and consumer electronic commerce on the Web, a provider of market
research decision support and planning systems must be able to overcome certain
challenges, including:
 
     - amassing and maintaining a large, statistically representative consumer
       research database;
 
     - developing a sophisticated yet user-friendly, Web-based software
       interface;
 
     - establishing rigorous, third-party neutral methodological and data
       collection procedures; and
 
     - identifying, researching and reporting emerging consumer electronic
       commerce trends.
 
OUR STRATEGY
 
     Our objective is to be the leading provider of market research decision
support and planning systems for online market participants including Internet
advertisers, advertising agencies, Web publishers, online retailers and consumer
brand marketers. The following are the key elements of our strategy:
 
     - Increase market penetration of the @plan Kepler E-Business System
 
     - Enhance and expand the @plan Gutenberg Advertising System
 
     - Develop additional revenue sources
 
     - Expand sales efforts and maximize sales effectiveness
 
     - Continue to provide the highest level of client service
 
     - Leverage our market research to identify key trends
 
     Our headquarters are located at Three Landmark Square, Suite 400, Stamford,
Connecticut 06901, and our telephone number is (203) 961-0340.
                                        2
<PAGE>   6
 
                                  THE OFFERING
 
Common Stock offered by @plan...............              shares
 
Common Stock to be outstanding after the
offering....................................              shares (1)
 
Use of proceeds.............................    For general corporate purposes,
                                                including working capital,
                                                expansion of sales, marketing
                                                and customer service
                                                capabilities, product
                                                development and possible
                                                acquisitions. See "Use of
                                                Proceeds."
 
Risk Factors................................    For a discussion of risks that
                                                you should consider before
                                                investing in our common stock,
                                                see "Risk Factors."
 
Proposed Nasdaq National Market symbol......    APLN
- -------------------------
 
(1) This information is based on the number of shares actually outstanding on
    December 31, 1998. It excludes 1,980,000 shares of our common stock subject
    to outstanding options or reserved for issuance under our stock option
    plans. It also excludes warrants for      shares of common stock issuable
    upon consummation of this offering.
                                        3
<PAGE>   7
 
     The information in the table below excludes 1,980,000 shares of common
stock subject to outstanding options or reserved for issuance under our stock
option plans. It also excludes warrants to purchase           shares of common
stock issuable upon consummation of this offering. The "as adjusted" column
gives effect to our sale of common stock in this offering at an assumed initial
public offering price of $          per share. For a more complete discussion
regarding the historical financial information in this table, please see the
notes to our financial statements.
 
                         SUMMARY FINANCIAL INFORMATION
 
<TABLE>
<CAPTION>
                                                PERIOD FROM
                                                 INCEPTION
                                              (MAY 29, 1996)       YEAR ENDED DECEMBER 31,
                                                  THROUGH         --------------------------
                                             DECEMBER 31, 1996       1997           1998
                                             -----------------    -----------    -----------
<S>                                          <C>                  <C>            <C>
STATEMENTS OF OPERATIONS DATA:
     Revenues..............................      $      --        $   422,401    $ 3,108,356
     Loss from operations..................       (678,005)        (2,894,307)    (2,049,464)
     Net loss..............................       (660,638)        (2,813,939)    (1,870,879)
     Basic and diluted loss per share......      $   (0.73)       $     (3.13)   $     (2.07)
     Weighted average shares used in the
       calculation of basic and diluted
       loss per share......................        900,000            900,000        901,993
</TABLE>
 
<TABLE>
<CAPTION>
                                                                  DECEMBER 31, 1998
                                                              --------------------------
                                                                ACTUAL       AS ADJUSTED
                                                              -----------    -----------
<S>                                                           <C>            <C>
BALANCE SHEET DATA:
     Cash and cash equivalents..............................  $ 3,682,576    $
     Working capital........................................    3,716,071
     Total assets...........................................    6,026,481
     Mandatory redeemable convertible preferred stock.......    9,582,802
     Stockholders' equity (deficit).........................   (5,310,037)
</TABLE>
 
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31,
                                                              ------------------------
                                                                 1997          1998
                                                              ----------    ----------
<S>                                                           <C>           <C>
OTHER DATA:
     Contract value.........................................  $1,555,000    $4,595,000
</TABLE>
 
- ---------------
     Contract value represents the annualized value of all of our subscription
contracts outstanding at the end of each period. This value includes amounts
that we have previously recognized as revenue as well as amounts which we expect
to recognize as revenue over the remainder of a contract. Contract value is
provided because we believe that it is useful information for evaluating our
future ability to generate revenues. Contract value should not be construed as
an alternative to revenue or deferred revenue, or any other indicator of our
future operating performance or liquidity. Contract value is not a financial
measure determined in accordance with generally accepted accounting principles
and may not be comparable to similarly titled measures of other companies.
                                        4
<PAGE>   8
 
                                  RISK FACTORS
 
     You should consider carefully the following risk factors and all other
information contained in this prospectus before purchasing our common stock.
Investing in our common stock involves a high degree of risk. Any of the
following risks, as well as other risks and uncertainties that are not yet
identified or that we currently think are immaterial, could harm our business,
results of operations and financial condition and could result in a complete
loss of your investment.
 
RISKS RELATED TO OUR BUSINESS
 
BECAUSE WE HAVE A LIMITED OPERATING HISTORY, IT IS DIFFICULT TO EVALUATE OUR
     BUSINESS AND PROSPECTS
 
     We were incorporated in May 1996 and have a limited operating history. An
investor in our common stock must consider the risks and difficulties frequently
encountered by early stage companies in new and rapidly evolving markets,
including the Internet advertising and electronic commerce markets. These risks
include our ability to:
 
     - sustain revenue growth rates;
 
     - manage our expanding operations;
 
     - compete with companies that have longer operating histories, greater name
       recognition and greater financial resources;
 
     - attract, retain and motivate qualified personnel, especially our sales
       force;
 
     - expand our current client base; and
 
     - anticipate and adapt to the rapidly changing Internet market.
 
     We also depend on the growing use of the Internet for advertising, commerce
and communication, and on general economic conditions. We cannot assure you that
our business strategy will be successful or that we will successfully address
these risks. Please see "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for detailed information on our limited
operating history.
 
WE HAVE A HISTORY OF LOSSES, AND WE ANTICIPATE CONTINUED LOSSES
 
     To date, we have not made a profit. We incurred net losses of approximately
$661,000 during our inception period from May 29, 1996 through December 31,
1996, $2.8 million in 1997, and $1.9 million in 1998. As of December 31, 1998,
our accumulated deficit was $5.3 million. We expect to continue incurring
significant operating and net losses through at least 2000 and, as a result, we
will need to generate significant revenues to achieve and maintain
profitability. Although our revenues have grown in recent quarters, we cannot
assure you that we will achieve sufficient revenues for profitability. Even if
we do achieve profitability, we cannot assure you that we can sustain or
increase profitability on a quarterly or annual basis in the future. Our results
of operations and financial condition will be harmed if revenues grow more
slowly than we anticipate, or if operating expenses exceed our expectations and
cannot be adjusted accordingly. Please see "Selected Financial Data,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our financial statements and the notes to those statements
included in this prospectus for detailed information on our history of losses
and anticipation of continued losses.
 
                                        5
<PAGE>   9
 
WE DEPEND ON SUBSCRIPTION RENEWALS BY OUR CLIENTS AND WE MAY NOT BE ABLE TO
     CONTINUE OUR CURRENT RATE OF RENEWAL
 
     We derive all of our revenues from subscriptions to our systems. We are not
sure that we will continue to experience our current rate of subscription
renewal. If our renewal rate percentage declines, our results of operations and
financial condition could be harmed. Our subscription renewal rates may decline
as a result of a consolidation in our client base, the emergence of direct
competition or if a significant number of our clients cease operations.
 
OUR BUSINESS IS DEPENDENT ON OUR RELATIONSHIP WITH GALLUP
 
     The methodology, sampling and data collection for both our Web user
database and our U.S. population database is controlled and conducted by Gallup.
Our agreement with Gallup extends through 2006. Circumstances beyond our control
could cause the agreement to terminate early. We cannot be sure that Gallup will
continue to provide us services in a manner that allows us to execute our
business strategy. If our agreement with Gallup is terminated for any reason, we
will need to find another firm to perform our research data collection services
and this could harm our business by delaying our ability to update our database
and introduce new products.
 
WE RELY ON THE TIMELY COLLECTION, PROCESSING AND DELIVERY OF DATA BY GALLUP
 
     The data that comprises our proprietary databases is collected and
statistically processed by Gallup and delivered to us on a quarterly basis.
Gallup could experience problems with, or make errors in, collecting, processing
or storing the data. In addition, Gallup could experience problems with the
computer systems that process and store the data. These problems could result in
inaccuracies in, or in delays in delivery or loss of, the data from Gallup.
These inaccuracies, delays or losses could cause us to lose credibility with our
clients or breach some client contracts which could cause us to lose clients and
could harm our business.
 
WE HAVE EXPERIENCED SIGNIFICANT GROWTH IN OUR BUSINESS IN RECENT PERIODS AND OUR
     ABILITY TO MANAGE THIS GROWTH AND ANY FUTURE GROWTH WILL AFFECT OUR
BUSINESS
 
     We have grown and expect to continue to grow both by adding new products
and hiring new employees. This growth has placed, and our anticipated future
growth in our operations will continue to place a strain on our management
systems and resources. We cannot assure you that our management team will be
able to efficiently or successfully manage our growth. In addition, we will need
to hire additional financial and operations personnel. We expect that we will
need to continue to improve our financial and managerial controls and reporting
systems and procedures, and we will need to continue to expand, train and manage
our workforce.
 
OUR BUSINESS DEPENDS ON OUR ABILITY TO ATTRACT AND RETAIN SALES AND CLIENT
    SERVICE PERSONNEL AND OUR ABILITY TO MAKE OUR SALES PERSONNEL PRODUCTIVE
 
     Our business would be harmed if we were unable to continue to attract,
retain and motivate highly qualified, experienced sales and client service
personnel. We need to hire additional sales and client service personnel to
achieve our growth objectives. Competition for these individuals is intense.
Even if we are able to hire additional sales personnel it will take months of
training before they are fully
 
                                        6
<PAGE>   10
 
productive. We may be unable to attract, train and retain an adequate number of
individuals to meet our sales and client service objectives.
 
WE MAY ENCOUNTER RISKS ASSOCIATED WITH NEW PRODUCT DEVELOPMENT
 
     Our future growth depends in part on our ability to offer new products and
services on a timely and cost-effective basis. Our business may suffer if we
fail to develop and introduce new products or if our new products are not
accepted by the market or are accepted at a slower rate than we anticipate. In
December 1998, we introduced the @plan Kepler E-Business System for online
retailers and consumer brand marketers. We are currently developing more
detailed market research and planning systems for specific client groups. There
are many costs and risks associated with developing introducing these and other
new products, including:
 
     - significant market research data collection and software development
       costs;
 
     - a need for additional sales, client service and other personnel;
 
     - diversion of management attention and resources; and
 
     - the lack of acceptance of new products in the marketplace.
 
     We cannot assure you that we will be successful in developing and
introducing new products.
 
OUR FUTURE REVENUES MAY BE UNPREDICTABLE AND OUR QUARTERLY RESULTS ARE EXPECTED
    TO FLUCTUATE
 
     Our operating results have varied on a quarterly basis and may fluctuate
significantly in the future as a result of a variety of factors, many of which
are outside our control. Due to these fluctuations, it is likely that in some
future quarters our operating results will fall below the expectations of
securities analysts and investors, which could cause the price of our common
stock to drop. Factors that may affect our quarterly operating results include:
 
     - market acceptance of the Web as an advertising medium;
 
     - the development of the electronic commerce market;
 
     - market acceptance of our products;
 
     - the amount and timing of operating costs and capital expenditures
       relating to the expansion of our business, including those related to our
       planned development of more detailed market research and planning
       systems;
 
     - variations in product or client mix, as pricing may vary based on the
       volume and type of subscriptions being sold to a client;
 
     - our ability to expand our client base and retain current clients;
 
     - new competitors entering our market;
 
     - general economic conditions as well as economic conditions specific to
       the Internet;
 
     - our ability to attract, train and retain qualified sales and other
       personnel;
 
     - technical difficulties or service interruptions; and
 
     - the magnitude and timing of strategic pricing changes, marketing
       decisions or acquisitions.
 
                                        7
<PAGE>   11
 
     Our limited operating history and the emerging nature of our markets make
prediction of future revenues difficult. Our expense levels are based, in part,
on our expectations with regard to future revenues, and to a large extent our
expenses are fixed, particularly in the short term. We cannot assure you that we
will be able to predict our future revenue accurately and we may be unable to
adjust spending in a timely manner to compensate for any unexpected revenue
shortfall. Accordingly, any significant shortfall in our expectations could
cause significant declines in our quarterly operating results.
 
     Due to all the foregoing factors, our quarterly revenues and operating
results are difficult to forecast. We believe that our quarterly revenues,
expenses and operating results could vary significantly in the future, and that
period-to-period comparisons should not be relied upon as indicators of future
performance.
 
WE MAY EXPERIENCE CLIENT DISSATISFACTION OR BE EXPOSED TO LIABILITY FOR
SUPPLYING INACCURATE INFORMATION TO OUR CLIENTS
 
     Our data may contain inaccuracies. Our clients may become dissatisfied with
our systems, or we may face liability if we supply inaccurate information. Any
client dissatisfaction with our data would hinder our ability to attract new
clients and retain existing clients. If we face liability for supplying
inaccurate data, our business may suffer.
 
OUR COMPUTING SYSTEMS AND OUR INTERNET SERVICE PROVIDER'S COMPUTING SYSTEMS
     MAY FAIL
 
     The performance of our server and networking hardware and software
infrastructure is critical to our business, reputation and ability to attract
and retain clients. Any system failure that causes an interruption in service or
a decrease in responsiveness of our processing or data storage capabilities
could impair our reputation and the attractiveness of our products. We entered
into an agreement with UUNet for our Internet connectivity. Any interruption in
the service that UUNet provides, or any failure of UUNet to handle higher
volumes of Internet users, would harm our business.
 
WE HAVE EXPERIENCED AND MAY AGAIN EXPERIENCE SYSTEM CAPACITY CONSTRAINTS
 
     An increase in the number of our clients, the addition of new products or
spikes in client demand, either unexpected or in connection with new data
releases, could strain the capacity of our computer systems, which could lead to
slower response time or system failures. For example, some of our clients
recently experienced delays in accessing our systems due to increased client use
following the Spring 1999 update of our databases. Our business could be harmed
by system failures or slowdowns that reduce the speed and responsiveness of our
data processing and diminish the experience for our clients. We face risks
related to our ability to scale up to our expected client levels while
maintaining superior performance. We may need to purchase additional servers to
maintain adequate data processing speeds.
 
                                        8
<PAGE>   12
 
OUR NETWORK INFRASTRUCTURE MAY BE DAMAGED
 
     The availability of our systems is dependent upon our ability and the
ability of UUNet to protect our server and network infrastructure against damage
from:
 
     - human error;
 
     - fire;
 
     - flood;
 
     - power loss;
 
     - telecommunications failure;
 
     - sabotage; and
 
     - intentional acts of vandalism.
 
     Despite precautions taken by us and UUNet, the occurrence of natural
disasters or other unanticipated problems at our or their facilities could
result in interruption in the availability of our systems or significant damage
to our equipment. Even though we have implemented network security measures, our
servers are vulnerable to computer viruses, break-ins, and similar disruptions
from unauthorized tampering. The occurrence of any of these events could result
in interruptions, delays, the loss or corruption of our data or cessations in
the availability of our systems, which could harm our business and our
reputation.
 
OUR SUCCESS IS DEPENDENT ON THE CONTINUED SERVICE OF OUR KEY EXECUTIVES
 
     Our future success depends to a significant extent on the continued service
of our key executives, in particular, Mark K. Wright, our Chief Executive
Officer and Chairman of our Board of Directors, and Karl A. Spangenberg, our
President and Chief Operating Officer. We have no employment agreements with
either of these executives. The loss of the services of Messrs. Wright or
Spangenberg, or other key executives, would likely hurt our business. Please see
"Management" for detailed information on our key executives.
 
OUR MARKET IS HIGHLY COMPETITIVE
 
     Our market, namely providing market research tools for Internet
advertisers, advertising agencies, Web publishers, online retailers and consumer
brand marketers, is new and rapidly evolving. Competition for clients is intense
and is expected to increase in the future as existing competitors develop new
solutions, potential competitors become active in the market and our industry
consolidates. We cannot assure you that we will be able to compete successfully
or that competitive pressures will not harm our business. We believe that our
ability to compete depends upon many factors both within and beyond our control,
including the following:
 
     - the timing and market acceptance of new products and enhancements to
       existing products developed either by us or our competitors;
 
     - our client service and support efforts;
 
     - our sales and marketing efforts; and
 
     - the ease of use, performance, price and reliability of products developed
       either by us or our competitors.
 
                                        9
<PAGE>   13
 
     Most of our competitors have longer operating histories, greater name
recognition, larger client bases and significantly greater financial, technical
and marketing resources than we do. This may allow them to respond more quickly
than we can to new or emerging technologies and changes in client requirements.
It may also allow them to devote greater resources than we can to the
development, promotion and sale of their products and services. Such competitors
may also engage in more extensive research and development, undertake more
far-reaching marketing campaigns, adopt more aggressive pricing policies and
make more attractive offers to existing and potential employees, strategic
partners, advertisers and Web publishers. We cannot assure you that our current
and potential competitors will not develop products or services that are of
equal or superior quality to ours or that achieve greater market acceptance or
that may be offered at lower prices. In addition, current and potential
competitors have established or may establish cooperative relationships among
themselves or with third parties to increase the ability of their products or
services to address the needs of our prospective customers. It is possible that
new competitors may emerge and rapidly acquire significant market share.
Increased competition is likely to result in price reductions, reduced gross
margins and loss of market share, all of which will harm our business. Please
see "Business -- Competition" for detailed information about our competition.
 
OUR SYSTEMS MAY NOT BE YEAR 2000 COMPLIANT
 
     Many currently installed computer systems and software products are coded
to accept or recognize only two digit entries in the date code field. These
systems and software products will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, computer
systems and software may need to be upgraded to comply with Year 2000
requirements or risk system failure or miscalculations causing disruptions of
normal business activities. All of the systems on which we rely may not be Year
2000 compliant, and we cannot assure you that all these systems will be made
Year 2000 compliant in a timely manner or that the third parties upon which our
business depends will achieve Year 2000 compliance. We may incur significant
additional expense for Year 2000 issues.
 
     Our business is heavily dependent on the timely collection, processing and
delivery of data by Gallup. Gallup's systems may be subject to Year 2000
complications. Any failure to fix or replace Gallup's systems, our internally
developed systems or other third-party software, hardware or services on a
timely basis could result in lost revenues, increased operating costs, the loss
of clients, or other business interruptions, any of which could harm our
business, results of operations and financial condition. Moreover, the failure
to adequately address Year 2000 compliance issues in our internally developed
systems could result in claims of negligence, mismanagement, misrepresentation
or breach of contract and related litigation, which could be costly and
time-consuming to defend.
 
     In addition, there can be no assurance that governmental agencies, utility
companies, Internet access companies, third-party service providers and others
outside of our control will be Year 2000 compliant. The failure by these
entities to be Year 2000 compliant could result in a systemic failure beyond our
control, such as prolonged Internet, telecommunications or electrical failure.
This could prevent our users from accessing our system, which could harm our
business, results of operations and financial condition.
 
                                       10
<PAGE>   14
 
WE MAY NOT BE ABLE TO PROTECT OUR PROPRIETARY RIGHTS, AND WE MAY INFRINGE THE
     PROPRIETARY RIGHTS OF OTHERS
 
     Proprietary rights are important to our success and our competitive
position. To protect our proprietary rights, we rely generally on copyright,
trademark, and trade secrecy laws, confidentiality agreements with third
parties, and license agreements with consultants, vendors and customers. Despite
these protections, a third party could, without authorization, copy or otherwise
take information from our database. Our agreements with employees, consultants
and others who participate in development activities could be breached. We may
not have adequate remedies for any breach, and our trade secrets may otherwise
become known or independently developed by competitors. In addition, the laws of
some foreign countries do not protect our proprietary rights to the same extent
as do the laws of the United States. Effective copyright, trademark and trade
secret protection may not be available in those jurisdictions.
 
     We have filed applications for several trademarks in the United States. We
cannot assure you that any of our trademark applications will be approved. Even
if these applications are approved, the trademarks may be successfully
challenged by others or invalidated. If the applications are not approved
because third parties own the trademarks, our use of the trademarks will be
restricted unless we enter into arrangements with the third parties. These may
be unavailable on commercially reasonable terms.
 
     There have been substantial amounts of litigation in the computer and
online industries regarding intellectual property assets. Third parties may
claim infringement by us with respect to current and future products, trademarks
or other proprietary rights, or we may counterclaim against these parties. Any
claims or counterclaims could be time-consuming, result in costly litigation,
divert management's attention, cause product release delays, require us to
redesign our products or require us to enter into royalty or licensing
agreements, any of which could harm our business and operating results. Royalty
and licensing agreements, if required, may not be available on terms acceptable
to us, or at all.
 
WE RELY ON THIRD PARTIES FOR THE DEVELOPMENT OF SOME OF OUR PROPRIETARY SOFTWARE
     TECHNOLOGY
 
     We outsource some of our software technology development to third parties.
We cannot assure you that we will continue to receive this technology from third
parties or that this technology will continue to be available at a reasonable
cost. If we are unable to develop additional software or upgrade our existing
software, we may experience delays in making our current and future systems
accessible to our clients.
 
WE MAY NOT BE SUCCESSFUL IN INTEGRATING ANY BUSINESSES OR TECHNOLOGIES WE
    ACQUIRE
 
     We may acquire or make investments in complementary businesses, products,
services or technologies. We cannot assure you that we will be able to make such
acquisitions or investments on commercially acceptable terms. If we acquire a
company, we could have difficulty in assimilating that company's personnel and
operations. In addition, the key personnel of the acquired company may decide
not to work for us. If we make other types of acquisitions, we could have
difficulty in assimilating the acquired products, services or technologies into
our operations.
 
                                       11
<PAGE>   15
 
These difficulties could disrupt our ongoing business, distract our management
and employees, increase our expenses and harm our results of operations due to
accounting requirements such as the amortization of goodwill. Furthermore, we
may incur debt or issue equity securities to pay for any future acquisitions.
The issuance of equity securities could be dilutive to our existing
shareholders.
 
RISKS RELATED TO OUR INDUSTRY
 
OUR BUSINESS DEPENDS ON CONTINUED GROWTH IN THE USE AND IMPROVEMENT OF THE
    INTERNET
 
     Our business would be adversely affected if Internet usage does not
continue to grow rapidly. Internet usage may be inhibited for a number of
reasons, including:
 
     - inadequate network infrastructure;
 
     - security concerns;
 
     - inconsistent quality of service; or
 
     - lack of availability of cost-effective, high-speed service.
 
     Even if Internet usage grows, the Internet infrastructure may not be able
to support the demands placed on it by this growth. As a result, its performance
and reliability may decline. Even if the necessary infrastructure or
technologies are developed, we may have to adapt our systems accordingly. In
addition, Web sites and proprietary online services have experienced
interruptions in their service as a result of outages and other delays occurring
throughout their infrastructure. If these outages or delays frequently occur in
the future, Internet usage could grow more slowly or decline.
 
OUR LONG-TERM SUCCESS DEPENDS ON THE DEVELOPMENT OF THE ELECTRONIC COMMERCE
     MARKET
 
     If electronic commerce does not grow or grows more slowly than expected,
our business will suffer. Our long-term success depends on widespread market
acceptance of electronic commerce. A number of factors could prevent this
acceptance, including the following:
 
     - electronic commerce is at an early stage and buyers may be unwilling to
       shift their purchasing from traditional vendors to online vendors;
 
     - the necessary network infrastructure for substantial growth in usage of
       the Internet may not be adequately developed;
 
     - increased government regulation or taxation may adversely affect the
       viability of electronic commerce;
 
     - increases in the cost of telecommunications services could make access to
       the Internet prohibitively expensive for consumers;
 
     - insufficient availability of telecommunication services or changes in
       telecommunication services could result in slower response times; and
 
     - adverse publicity and consumer concern about the security of electronic
       commerce transactions could discourage its acceptance and growth.
 
                                       12
<PAGE>   16
 
ADOPTION OF THE INTERNET AS AN ADVERTISING MEDIUM IS UNCERTAIN
 
     Our future success depends on an increase in the use of the Internet as an
advertising medium. Our business would be adversely affected if the market for
Internet advertising fails to develop or develops more slowly than we expect.
The Internet advertising market is new and rapidly evolving, and it cannot yet
be compared with traditional advertising media to gauge its effectiveness and
value to advertisers. As a result, demand and market acceptance for our systems
is uncertain. Many of our current or potential clients have little or no
experience using the Internet for advertising purposes, and they have allocated
only a limited portion of their advertising budgets to Internet advertising. The
adoption of Internet advertising, particularly by those entities that have
historically relied upon traditional media for advertising, requires accepting a
new way of conducting business, exchanging information and advertising products
and services. Clients may find that Internet advertising is less effective for
promoting their products and services relative to traditional advertising media.
In addition, most of our current and potential Web publisher clients have little
or no experience in generating revenues from the sale of advertising space on
their Web sites.
 
THE INTERNET MARKET RESEARCH DECISION SUPPORT AND PLANNING INDUSTRY IS NEW
     AND CHANGING QUICKLY
 
     To date, no industry consensus has emerged as to what information tools
will be essential to buying and selling Internet advertising as well as to the
development of electronic commerce. Our existing and future clients may
challenge or refuse to accept the market research information that our systems
provide. Our clients may not be satisfied with our methodology for data
collection or may feel that our databases do not represent Internet users. Our
clients might turn to other current or future providers of market research
decision support and planning systems.
 
INDUSTRY INITIATIVES MAY NOT SUPPORT OUR METHODOLOGIES OR MAY ENDORSE OTHER
     METHODOLOGIES
 
     Certain key industry organizations, including the Internet Advertising
Bureau, the Media Ratings Council, the Advertising Research Foundation and FAST
Forward, have begun initiatives focusing on standards for Internet market
research and audience measurement. To the extent that some or all of these trade
groups do not support our methodologies or endorse other methodologies, our
business and financial condition could be harmed.
 
OUR SUCCESS IS DEPENDENT ON OUR ABILITY TO ADAPT TO TECHNOLOGICAL CHANGE
 
     The Internet, the Internet advertising and electronic commerce markets are
characterized by rapidly changing technologies, evolving industry standards,
frequent new product and service introductions, and changing client demands. Our
future success depends on our ability to adapt to rapidly changing technologies,
to enhance our existing products and to develop and introduce a variety of new
products to address our clients' changing needs. We may experience difficulties
that could delay or prevent the successful design, development, introduction or
marketing of our products. In addition, our new products or enhancements must
meet the requirements of our current and prospective clients and must achieve
significant market acceptance. Delays in introducing new products and
enhancements may cause clients to forego purchases of our products and purchase
those of our competitors.
 
                                       13
<PAGE>   17
 
GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES RELATING TO THE WEB
 
     Any new laws or regulations relating to the Web could adversely affect our
business. In particular, laws and regulations may be adopted in the future that
address the pricing of Internet access. Several telecommunications companies
have petitioned the Federal Communications Commission to regulate Internet
service providers and online service providers in a manner similar to long
distance telephone carriers and to impose access fees on these companies. This
could increase the cost of providing our systems over the Internet.
 
RISKS RELATED TO THIS OFFERING
 
CURRENT SHAREHOLDERS, OFFICERS AND DIRECTORS OWN A LARGE AMOUNT OF OUR STOCK AND
     WILL BE ABLE TO CONTROL MATTERS REQUIRING SHAREHOLDER APPROVAL
 
     After this offering, the directors and executive officers and their
affiliates will beneficially own      % of the outstanding common stock. They
will be able to exercise control over all matters requiring shareholder
approval, including the election of directors and approval of significant
corporate transactions. This concentration of ownership could deter, delay or
prevent transactions that could result in a change in control which could cause
the price at which our common stock trades to drop.
 
SUBSTANTIAL SALES OF OUR COMMON STOCK MAY DEPRESS OUR STOCK PRICE
 
     After this offering, we will have                outstanding shares of
common stock. Sales of a substantial number of shares of common stock in the
public market following this offering could depress the market price of our
common stock. All the shares sold in this offering will be freely tradable.
Assuming the effectiveness of certain lock-up arrangements restricting the sale
of common stock for a period of 180 days between our shareholders and us or the
underwriters,                of the remaining                shares of common
stock outstanding after this offering will be available for sale in the public
market 180 days following the date of this prospectus. Of these shares,
               shares will be subject to volume limitations under federal
securities laws. In addition, at such time,                shares subject to
options and warrants currently outstanding will be exercisable and may be
resold.
 
     If our shareholders sell substantial amounts of common stock in the public
market, including shares issued upon the exercise of outstanding options and
warrants, the market price of our common stock could fall. Please see "Shares
Eligible for Future Sale" and "Underwriting" for an explanation of what could
happen if our shareholders sell substantial amounts of common stock.
 
OUR COMMON STOCK HAS NEVER BEEN PUBLICLY TRADED
 
     There has never been a public market for our common stock. We cannot
predict if a trading market will develop or be maintained or if the market price
will stay above the initial offering price. The initial offering price was
determined by negotiations between representatives of the underwriters and us
and may not be indicative of prices in the future.
 
                                       14
<PAGE>   18
 
OUR COMMON STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE
 
     The market price of our common stock is likely to be highly volatile as the
stock market in general, and the market for Internet-related and technology
companies in particular, has been highly volatile. Factors that could cause
volatility may include, among other things:
 
     - actual or anticipated variations in quarterly operating results;
 
     - announcements of technological innovations;
 
     - changes in financial estimates by securities analysts;
 
     - conditions or trends in the Internet industry;
 
     - changes in the market valuations of other Internet companies;
 
     - announcements by us or our competitors of significant acquisitions,
       strategic partnerships or joint ventures;
 
     - capital commitments;
 
     - additions or departures of key personnel; and
 
     - sales of common stock.
 
     Many of these factors are beyond our control. These factors may depress the
market price of our common stock, regardless of our operating performance. As a
result, investors may not be able to resell their shares of our common stock at
or above the initial offering price. The trading prices of many technology and
Internet-related companies' stocks have reflected valuations substantially above
historical levels. We cannot assure you that our stock will trade at the same
levels of other Internet stocks or that Internet stocks in general will sustain
their current market prices.
 
WE HAVE BROAD DISCRETION IN THE USE OF PROCEEDS
 
     The net proceeds of this offering will be added to our working capital and
will be available for general corporate purposes, including expansion of sales,
marketing and customer service capabilities and product development. In
addition, we may use a portion of the net proceeds to acquire or invest in
complimentary businesses, technologies, services or products. We cannot state
with certainty particular uses for the net proceeds from this offering. Our
management will have broad discretion in the use of the net proceeds. Please see
"Use of Proceeds."
 
ANTI-TAKEOVER EFFECTS OF CERTAIN CHARTER, BYLAW AND STATE LAW PROVISIONS
     INCLUDING POSSIBLE ISSUANCE OF PREFERRED STOCK
 
     Our charter and bylaws provide for the establishment of a classified board
of directors, limitations on the ability of shareholders to call special
meetings, the lack of cumulative voting for directors and procedures for advance
notification of shareholder nominations and proposals. These charter and bylaw
provisions and certain provisions of Tennessee law could delay, deter or prevent
a change in control. After this offering our board of directors may issue up to
10,000,000 shares of preferred stock without any further vote or action by the
shareholders. The board can determine the price, rights, preferences, privileges
and restrictions, including voting rights, of those shares. The preferred stock
may be issued with voting, liquidation, dividend and other rights superior to
those of the common stock. The
 
                                       15
<PAGE>   19
 
issuance of preferred stock could make it hard for a third party to acquire a
majority of our outstanding voting stock. Please see "Description of Capital
Stock" for more information about material provisions of our charter, bylaws and
Tennessee law.
 
INVESTORS IN THE OFFERING WILL INCUR DILUTION OF THEIR SHARES
 
     Investors purchasing shares of common stock in this offering will incur
immediate and substantial dilution in pro forma net tangible book value per
share. All of our outstanding options will be immediately exercisable and vested
upon the consummation of this offering. If these options are subsequently
exercised, there will be further dilution. Please see "Dilution" for an
explanation of the dilution investors will incur.
 
                           FORWARD LOOKING STATEMENTS
 
     There are statements under the captions "Prospectus Summary," "Risk
Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business," and elsewhere in this
prospectus that are "forward-looking statements." These forward-looking
statements include, but are not limited to, statements about our plans,
objectives, expectations and intentions and other statements contained in this
prospectus that are not historical facts. When used in this prospectus, the
words "expect," "anticipate," "intend," "plan," "believe," "estimate" and
similar expressions are generally intended to identify forward-looking
statements. Because these forward-looking statements involve risks and
uncertainties, there are important factors that could cause actual results to
differ materially from those expressed or implied by these forward-looking
statements, including our plans, objectives, expectations and intentions and
other factors discussed under "Risk Factors."
 
                                       16
<PAGE>   20
 
                                USE OF PROCEEDS
 
     We estimate that our net proceeds from the sale of the
shares of common stock we are offering will be approximately $          million,
assuming an initial public offering price of $     per share and after deducting
the underwriting discounts and commissions and estimated offering expenses. If
the underwriters' over-allotment option is exercised in full, we estimate that
our net proceeds will be approximately $          million, at an assumed initial
public offering price of $     per share.
 
     We intend to use the net proceeds of this offering for general corporate
purposes including working capital, for the expansion of our sales, marketing
and client service capabilities, and for product development. In addition, we
may use a portion of the net proceeds to acquire or invest in complementary
businesses, technologies, services or products; however, we currently have no
commitments or agreements and are not involved in any negotiations with respect
to any acquisition or investment. We cannot specify with certainty the
particular uses for the net proceeds to be received upon the completion of this
offering. Accordingly, our management team will have broad discretion in
applying the net proceeds.
 
     Pending such uses, we intend to invest the net proceeds of this offering in
short-term, interest-bearing, investment grade securities, certificates of
deposit or direct guaranteed obligations of the United States.
 
                                DIVIDEND POLICY
 
     We have never declared or paid any cash dividends. We do not expect to pay
any cash dividends on our capital stock in the foreseeable future. We currently
intend to retain future earnings, if any, to finance operations and the growth
of our business. We may incur indebtedness in the future which may prohibit or
effectively restrict the payment of dividends, although we have no current plans
to do so. Any future determination to pay cash dividends will be at the
discretion of our board of directors.
 
                                       17
<PAGE>   21
 
                                 CAPITALIZATION
 
     The following table sets forth our capitalization as of December 31, 1998:
 
     -  on an actual basis; and
 
     -  on a pro forma, as adjusted basis to give effect to:
 
        -  the automatic conversion of all outstanding shares of preferred stock
           into common stock upon consummation of this offering;
 
        -  the receipt of the estimated net proceeds from the sale of the
                          shares of common stock offered in this offering at an
           assumed initial public offering price of $          per share and
           after deducting underwriting discounts and commissions and estimated
           offering expenses.
 
     The outstanding share information excludes (a) 1,805,400 shares of common
stock issuable upon the exercise of options then outstanding with a weighted
average exercise price of $1.43 per share, (b) 47,340 shares of common stock
issuable upon exercise of options granted after December 31, 1998, with a
weighted average exercise price of $3.33 per share, (c) an aggregate of
additional shares to be reserved for issuance under our stock option plans and
(d)                shares of common stock issuable upon the exercise of warrants
to be issued upon consummation of this offering.
 
     This information is qualified by, and should be read in conjunction with,
our financial statements and the notes to those statements appearing at the end
of this prospectus.
 
<TABLE>
<CAPTION>
                                                                   DECEMBER 31, 1998
                                                              ----------------------------
                                                                ACTUAL       AS ADJUSTED
                                                              -----------    -----------
<S>                                                           <C>           <C>
Long-term debt..............................................  $       --     $        --
Mandatory redeemable convertible preferred stock:
    Series A, no par value; 500,000 and no shares
      authorized, respectively; 448,000 and no shares issued
      and outstanding, respectively.........................     431,876              --
    Series B, no par value; 2,250,000 and no shares
      authorized, respectively; 2,016,000 and no shares
      issued and outstanding, respectively..................   4,011,935              --
    Series C, no par value; 1,725,667 and no shares
      authorized, respectively; 1,725,667 and no shares
      issued and outstanding, respectively..................   5,138,991              --
                                                              -----------    -----------
                                                               9,582,802              --
Shareholders' equity:
    Preferred stock, no par value; 5,524,333, 10,000,000
      shares authorized, respectively; no shares issued and
      outstanding...........................................          --              --
    Common stock, no par value; 50,000,000 shares
      authorized; 907,200 and no shares issued and
      outstanding, respectively.............................       8,001
    Additional paid in capital..............................      27,418
    Accumulated deficit.....................................  (5,345,456)     (5,345,456)
                                                              -----------    -----------
           Total shareholders' equity (deficit).............  (5,310,037)
                                                              -----------    -----------
           Total capitalization.............................  $4,272,765     $
                                                              ===========    ===========
</TABLE>
 
                                       18
<PAGE>   22
 
                                    DILUTION
 
     As of December 31, 1998, our pro forma net tangible book value after giving
effect to the conversion of our preferred stock was $3.9 million, or $0.46 per
share of common stock. Pro forma net tangible book value per share represents
the amount of our total tangible assets less total liabilities, divided by the
pro forma shares of common stock outstanding as of December 31, 1998. After
giving effect to the issuance and sale of the                shares of common
stock offered in this offering, and the application of the estimated net
proceeds, our pro forma net tangible book value as of December 31, 1998 would
have been $       million, or $     per share. This represents an immediate
increase in pro forma net tangible book value of $     per share to existing
shareholders and an immediate dilution of $     per share to new investors. The
following table illustrates this per share dilution:
 
<TABLE>
<S>                                                           <C>     <C>
  Assumed initial public offering price per share...........          $
     Pro forma net tangible book value per share at December
       31, 1998.............................................  $0.46
     Increase in per share attributable to new investors....
                                                              -----
  Pro forma net tangible book value per share after
     offering...............................................
                                                                      -----
  Dilution per share to new investors.......................          $
                                                                      =====
</TABLE>
 
     The following table summarizes, on a pro forma basis, as of December 31,
1998, the differences between the number of shares of common stock purchased,
the total consideration paid and the average price per share paid by the
existing shareholders and the new investors purchasing shares of common stock in
this offering:
 
<TABLE>
<CAPTION>
                            SHARES PURCHASED     TOTAL CONSIDERATION
                          --------------------   --------------------   AVERAGE PRICE
                            NUMBER     PERCENT     AMOUNT     PERCENT     PER SHARE
                          ----------   -------   ----------   -------   -------------
<S>                       <C>          <C>       <C>          <C>       <C>
  Existing
     shareholders.......   4,689,667         %   $9,657,001         %       $2.06
  New investors.........
                          ----------    -----    ----------    -----
                Total...                100.0%   $             100.0%
                          ==========    =====    ==========    =====
</TABLE>
 
     The discussion and tables above assume no exercise of any stock options
outstanding as of December 31, 1998. As of December 31, 1998, there were options
outstanding to purchase a total of 1,805,400 shares of common stock with a
weighted average exercise price of $1.43 per share. If any of these options are
exercised, there will be further dilution to new investors. Please see
"Capitalization" and note 5 of the notes to our financial statements.
 
                                       19
<PAGE>   23
 
                            SELECTED FINANCIAL DATA
 
     The selected statement of operations data presented below for the period
from our inception on May 29, 1996 to December 31, 1996 and for each of the
years in the two-year period ended December 31, 1998, and the selected balance
sheet data as of December 31, 1996, 1997 and 1998, are derived from our
financial statements that have been audited by Arthur Andersen, LLP, our
independent public accountants, and are included elsewhere in this prospectus.
You should read the following selected financial information in conjunction with
our financial statements and the notes to those statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
located elsewhere in this prospectus.
 
<TABLE>
<CAPTION>
                                          PERIOD FROM
                                          MAY 29, 1996              YEAR ENDED
                                         (INCEPTION) TO            DECEMBER 31,
                                          DECEMBER 31,    -------------------------------
                                              1996             1997             1998
                                         --------------   --------------   --------------
<S>                                      <C>              <C>              <C>
STATEMENT OF OPERATIONS DATA:
     Revenues..........................    $      --       $   422,401      $ 3,108,356
     Costs and expenses:
          Product costs................      487,239         1,744,366        2,360,042
          Selling and marketing........           --           819,043        1,713,080
          General and administrative...      190,766           753,299        1,084,698
                                           ---------       -----------      -----------
               Total costs and
                  expenses.............      678,005         3,316,708        5,157,820
                                           ---------       -----------      -----------
     Loss from operations..............     (678,005)       (2,894,307)      (2,049,464)
     Interest income...................       17,367            80,368          191,804
                                           ---------       -----------      -----------
     Net loss before income taxes......     (660,638)       (2,813,939)      (1,857,660)
     Income tax provision..............           --                --           13,219
                                           ---------       -----------      -----------
     Net loss..........................    $(660,638)      $(2,813,939)     $(1,870,879)
                                           =========       ===========      ===========
     Basic and diluted loss per share
       (1).............................    $   (0.73)      $     (3.13)     $     (2.07)
                                           =========       ===========      ===========
     Weighted average shares
       outstanding.....................      900,000           900,000          901,993
                                           =========       ===========      ===========
</TABLE>
 
<TABLE>
<CAPTION>
                                                        DECEMBER 31,
                                          ----------------------------------------
                                             1996          1997           1998
                                          ----------    -----------    -----------
<S>                                       <C>           <C>            <C>
BALANCE SHEET DATA:
     Cash and cash equivalents..........  $1,608,370    $   832,338    $ 3,682,576
     Working capital....................   1,511,997        726,217      3,716,071
     Total assets.......................   1,625,616      1,559,175      6,026,481
     Mandatory redeemable convertible
       preferred stock..................   2,189,097      4,443,811      9,582,802
     Shareholders' equity (deficit).....    (660,637)    (3,474,576)    (5,310,037)
</TABLE>
 
- -------------------------
 
(1) Please see note 2 of the notes to our financial statements for an
    explanation of the number of shares used in per share computations. At the
    time of our initial public offering, each share of our preferred stock will
    convert into 1.8 shares of our common stock. On a pro forma basis, basic and
    diluted loss per share, had each share of preferred stock been immediately
    converted into common stock at the time of issuance, would have been $(0.31)
    in our inception period, $(0.58) in 1997 and $(0.24) in 1998.
 
                                       20
<PAGE>   24
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
     You should read the following discussion in conjunction with our financial
statements and the notes to those statements appearing elsewhere in this
prospectus. The following discussion contains forward-looking statements that
involve known and unknown risks and uncertainties, such as statements of our
plans, objectives, expectations and intentions. Our actual results may differ
significantly from those projected in the forward-looking statements. Factors
that might cause future results to differ materially from those projected in the
forward-looking statements include, but are not limited to, those discussed in
"Risk Factors" and elsewhere in this prospectus.
 
OVERVIEW
 
     We are the leading provider of market research decision support and
planning systems specifically designed for Internet advertisers, advertising
agencies, and Web publishers, and we recently introduced a system for online
retailers and consumer brand marketers. These systems help enable our clients to
effectively harness the power of the Internet as an advertising, marketing and
retailing medium. Our proprietary systems, which our clients access over the
Internet, combine consumer lifestyle, product preference and demographic data
with powerful query, search and planning technologies.
 
     We were founded in May 1996. During the period from May 1996 to December
31, 1996, our inception period, we had no revenues and were primarily engaged in
the development and planning of our software and survey research
infrastructures. In June 1997, we introduced our first product system, the @plan
Gutenberg Advertising System. Since 1997, subscribers to this system have
included Internet advertisers, advertising agencies and Web publishers and, to a
lesser extent, online retailers and consumer brand marketers. During 1997, we
generated revenues of approximately $422,000, and continued to build our sales
and operations staff. During 1998, our first full year of sales, we continued to
grow our client subscriber base and generated revenues of $3.1 million. Despite
our growth in revenues, we incurred operating losses for the year, as our focus
continued to be on expanding our client and user bases, product development and
the hiring of additional personnel. During 1998, we opened a satellite office in
San Francisco, California to service our existing West Coast clients and to
expand our client base in this market. In December 1998, we introduced the @plan
Kepler E-Business System specifically designed for online retailers and consumer
brand marketers.
 
     We derive all of our revenues from the sale of subscriptions to our
systems. The subscription contracts are generally non-cancelable for a period of
one year and most automatically renew unless we receive notice of termination
from the client prior to the anniversary date. Clients typically pay contract
fees on an annual, quarterly or monthly basis which are recorded as deferred
revenue until the revenue is recognized. Revenue is recognized on a straight
line basis beginning over the non-cancelable contract period, generally 12
months. Upon renewal, many of the subscription rates increase automatically in
accordance with contract provisions. These automatic increases are generally
higher in the first two renewal years than in subsequent renewal years where the
rate adjustment is based on increases in the Consumer Price Index, or CPI. We
have experienced a contract renewal rate of 94%
 
                                       21
<PAGE>   25
 
from inception through December 31, 1998. The renewal rate is not necessarily
indicative of the rate of future retention of our revenue base.
 
     One measure of the volume of our business is "contract value" which
represents the annualized value of all contracts in effect at a given point in
time, without regard to the duration of contracts then outstanding and without
deducting revenue already recognized under these contracts. Our contract value
was $1.6 million at December 31, 1997 and $4.6 million at December 31, 1998.
 
     Our revenues and operating margins will fluctuate due, in part, to product
and customer mix. Annual subscriptions to the @plan Kepler E-Business System are
typically priced higher than annual subscriptions to the @plan Gutenberg
Advertising System. Moreover, annual subscription pricing and renewal pricing
are often negotiated and may vary based on the volume of subscriptions being
sold to the client. Variations in product or client mix could cause our revenue
and operating results to fluctuate on a quarterly or annual basis.
 
     Product costs consist primarily of amounts paid to Gallup for quarterly
collection of data used in our market research systems. From time to time we
will engage Gallup on a case-by-case basis to collect additional data. In the
past, these additional engagements have caused our data collection costs to
fluctuate from quarter to quarter, and we expect quarterly data collection costs
to continue to fluctuate as we plan to continue to use Gallup for additional
data collection. Product costs will also increase as we collect data in
conjunction with the development of new products.
 
     Also included in product costs are software development costs which consist
primarily of the amortization of capitalized software development costs and, to
a lesser extent, other non-capitalized technology expenses such as Web site
maintenance. Software development costs represent expenses incurred to improve
or enhance our systems, including increasing access speeds, designing new user
interfaces and developing new system modules. As of December 31, 1998, we had
approximately $375,000 in capitalized software development costs which will be
amortized and expensed as product costs over the next one to three years. See
note 2 of the notes to our financial statements for an explanation of the
accounting for our software development costs.
 
     We have incurred significant losses since inception and as of December 31,
1998, we had an accumulated deficit of $5.3 million. Our net losses and
accumulated deficit resulted from our lack of substantial revenues and the
significant costs incurred in the development of our systems and in the
establishment of our operations infrastructure. We believe that our success will
depend largely on our ability to extend our leadership position as a source for
market research decision support and planning systems for the Internet.
Accordingly, we intend to invest in the development of new products, the
enhancement of our current systems and in the expansion of our sales force. As a
result, we expect to incur additional losses at least through December 31, 2000.
 
RESULTS OF OPERATIONS
 
INCEPTION PERIOD AND YEARS ENDED DECEMBER 1997 AND 1998
 
     Revenues.  Total revenues increased from approximately $422,000 in 1997 to
$3.1 million in 1998. We had no revenues during our inception period from May
29, 1996
                                       22
<PAGE>   26
 
through December 31, 1996. The increase in revenues during 1998 resulted
principally from the growth in subscription sales for the @plan Gutenberg
Advertising System during our first full year of sales efforts, as well as
recurring revenues from the retention of existing clients. We had nominal
revenues from subscription sales of the @plan Kepler E-Business System in 1998
as it was not introduced until December 1998.
 
     Product Costs.  Product costs consist primarily of amounts paid to Gallup
for quarterly collection of data used in our market research system and software
development costs. Product costs increased from approximately $487,000 in our
inception period to $1.7 million in 1997 due primarily to data collection costs
associated with the introduction of the @plan Gutenberg Advertising System in
June 1997. Product costs increased to $2.4 million in 1998 due primarily to
ongoing data collection costs associated with the @plan Gutenberg Advertising
System and additional data collection costs associated with the December 1998
launch of the @plan Kepler E-Business System. Data collection and software
development costs will increase as we introduce new products.
 
     Selling and Marketing.  Selling and marketing costs consist primarily of
the personnel expenses associated with the sale and service of our systems,
including commissions, public relations costs and, to a lesser extent, marketing
expenses. We had no selling and marketing costs during 1996 as the @plan
Gutenberg Advertising System was not introduced until 1997. Selling and
marketing costs increased from approximately $819,000 in 1997 to $1.7 million in
1998. The increase was due largely to the expansion of our sales force and
client service team and commissions associated with increased sales. Selling and
marketing costs will increase as we continue to expand our sales force and
introduce new products.
 
     General and Administrative Expenses.  General and administrative expenses
consist primarily of salaries and related costs for our administrative,
financial and information technology personnel, professional fees, occupancy
costs and general office expenses. General and administrative expenses were
approximately $191,000 in our inception period, approximately $753,000 in 1997
and $1.1 million in 1998. The increase in each period was primarily attributable
to the increase in staffing levels to manage and support our expanding
operations. We anticipate hiring additional personnel and we will incur
additional costs related to being a public company, including directors' and
officers' liability insurance, investor relations programs and professional
services fees. Accordingly, general and administrative expenses will increase in
future periods.
 
     Interest Income.  Interest income consists of interest on our cash and cash
equivalents. Interest income was approximately $17,000 in our inception period,
approximately $80,000 in 1997 and approximately $192,000 in 1998. The increase
in 1998 was primarily due to a higher investment balance as a result of net
proceeds of $5.1 million from our sale of preferred stock in 1998.
 
                                       23
<PAGE>   27
 
SELECTED QUARTERLY OPERATING RESULTS
 
     The following tables set forth certain statement of operations data for the
four quarters ended December 31, 1998 both in absolute dollars and as a
percentage of total revenues. The information for each quarter has been prepared
on substantially the same basis as the audited statements included in other
parts of this prospectus and, in our opinion, includes all adjustments,
consisting of only normal recurring adjustments, necessary for a fair
presentation of the results of operations for these periods. You should read
this information in conjunction with our financial statements and the notes to
those statements included elsewhere in this prospectus. The operating results
for any quarter are not necessarily indicative of the results to be expected in
the future.
 
<TABLE>
<CAPTION>
                                                           QUARTER ENDED
                                  ----------------------------------------------------------------
                                    MARCH 31,        JUNE 30,       SEPTEMBER 30,    DECEMBER 31,
                                      1998             1998             1998             1998
                                  -------------    -------------    -------------    -------------
                                                            (UNAUDITED)
<S>                               <C>              <C>              <C>              <C>
Revenues........................   $   469,168      $   633,281      $   899,026      $ 1,106,881
Costs and expenses:
    Product costs...............       407,649          671,153          572,010          709,230
    Selling and marketing.......       294,811          420,265          483,496          514,508
    General and
      administrative............       181,915          189,675          345,345          367,763
                                   -----------      -----------      -----------      -----------
        Total costs and
           expenses.............       884,375        1,281,093        1,400,851        1,591,501
                                   -----------      -----------      -----------      -----------
Loss from operations............      (415,207)        (647,812)        (501,825)        (484,620)
Interest Income.................        52,710           45,709           47,198           46,187
                                   -----------      -----------      -----------      -----------
Net loss before taxes...........      (362,497)        (602,103)        (454,627)        (438,433)
Income tax provision............         4,921               --               --            8,298
                                   -----------      -----------      -----------      -----------
Net loss........................   $  (367,418)     $  (602,103)     $  (454,627)     $  (446,731)
                                   ===========      ===========      ===========      ===========
</TABLE>
 
<TABLE>
<CAPTION>
                                                       PERCENTAGE OF REVENUES
                                  ----------------------------------------------------------------
<S>                               <C>              <C>              <C>              <C>
Revenues........................         100.0%           100.0%           100.0%           100.0%
Costs and expenses:
    Product costs...............          86.9            105.9             63.6             64.1
    Selling and marketing.......          62.8             66.4             53.8             46.5
    General and
      administrative............          38.8             30.0             38.4             33.2
                                   -----------      -----------      -----------      -----------
        Total costs and
           expenses.............         188.5            202.3            155.8            143.8
                                   -----------      -----------      -----------      -----------
Loss from operations............         (88.5)          (102.3)           (55.8)           (43.8)
Interest income.................          11.2              7.2              5.2              4.2
                                   -----------      -----------      -----------      -----------
Net loss before taxes...........         (77.3)           (95.1)           (50.6)           (39.6)
Income tax provision............           1.0               --               --              0.8
                                   -----------      -----------      -----------      -----------
Net loss........................         (78.3)%          (95.1)%          (50.6)%          (40.4)%
                                   ===========      ===========      ===========      ===========
</TABLE>
 
FACTORS AFFECTING QUARTERLY OPERATING RESULTS
 
     Our revenues increased during each quarter of 1998. Quarterly revenue
increased 35% from the first to the second quarter, 42% from the second to the
third quarter and 23% from the third to the fourth quarter. These increases were
due primarily to the growth in sales of subscriptions to the @plan Gutenberg
Advertising System as well as the effects of subscription renewals, which began
in the third quarter of 1998. These renewals reflect higher subscription rates
than those in place during the initial term of these contracts, in accordance
with contract provisions.
 
     Operating costs and expenses increased 45% from the first to the second
quarter, 9.3% from the second to the third quarter and 14% from the third to the
fourth
 
                                       24
<PAGE>   28
 
quarter. These increases were due primarily to additions of sales and
administrative personnel to sustain our growth and new product development
costs. Operating costs and expenses in the second quarter were impacted by
product development costs associated with our U.S. population data collection,
which was included with the @plan Kepler E-Business System beginning in the
fourth quarter. Loss from operations, in absolute dollars and as a percent of
revenues, decreased during the year due to increasing revenues from new
contracts and renewals and the maintenance of fixed expenses such as data
collection costs.
 
     Interest income remained relatively constant during the year but declined
as a percentage of revenues due to the growth in our revenues.
 
     Our operating results have varied on a quarterly basis and are expected to
fluctuate significantly in the future as a result of a variety of factors, many
of which are outside our control. Factors that may affect our quarterly
operating results include:
 
     - market acceptance of the Web as an advertising medium;
 
     - the development of the electronic commerce market;
 
     - market acceptance of our products and services;
 
     - the amount and timing of operating costs and capital expenditures
       relating to expansion of our business, including our planned development
       of more detailed market research and planning systems;
 
     - variations in product or client mix, as pricing may vary based on the
       volume and type of subscription being sold to a client;
 
     - our ability to expand our customer base and retain current clients;
 
     - new competitors entering our market;
 
     - general economic conditions as well as economic conditions specific to
       the Internet;
 
     - our ability to attract and retain qualified sales and other personnel;
 
     - technical difficulties or service interruptions; and
 
     - strategic pricing changes, marketing decisions or acquisitions.
 
     Our limited operating history and the emerging nature of our markets make
prediction of future revenues difficult. Our expense levels are based, in part,
on our expectations with regard to future revenues, and to a large extent such
expenses are fixed, particularly in the short term. We cannot assure you that we
will be able to predict our future revenue accurately and we may be unable to
adjust spending in a timely manner to compensate for any unexpected revenue
shortfall. Accordingly, any significant shortfall in our expectations could
cause significant declines in our quarterly operating results.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Since our inception, we have financed our operations primarily through the
private placement of preferred stock. Net proceeds from the sale of convertible
preferred stock from inception to December 31, 1998 have totaled $9.6 million.
As of December 31, 1998, we had $3.7 million in cash and cash equivalents.
 
     Net cash used in operating activities was approximately $570,000 in our
inception period, $2.8 million in 1997 and $1.8 million in 1998. Cash used in
 
                                       25
<PAGE>   29
 
operating activities in each period was primarily attributable to net operating
losses and increases in accounts receivable which were partially offset by
increases in deferred revenue and accrued expenses.
 
     Deferred revenue increased from approximately $367,000 at December 31, 1997
to $1.1 million at December 31, 1998. Deferred revenue represents amounts
invoiced under contract prior to our rendering of services to the client.
Unbilled accounts receivable, which increased from approximately $91,000 at
December 31, 1997 to approximately $245,000 at December 31, 1998, represents the
value of services provided prior to invoicing. Substantially all deferred
revenue will be earned and unbilled revenue will be billed within twelve months.
 
     Net cash used in investing activities was approximately $11,000 in our
inception period, approximately $214,000 in 1997 and approximately $533,000 in
1998. Cash used in investing activities in each period was primarily
attributable to software development costs and purchases of property and
equipment.
 
     Net cash provided by financing activities was $2.2 million in our inception
period, $2.3 million in 1997 and $5.1 million in 1998. Cash provided by
financing activities in each period was primarily attributable to the proceeds
from the sale of preferred stock, net of issuance costs.
 
     We have no material commitments other than our lease for our corporate
headquarters and obligations under our agreement with Gallup. Our agreement with
Gallup provides us with certain initial baseline data and quarterly tracking
data collection. The agreement has a one-year term with nine successive one-year
renewals and is cancelable only by us upon 90-days' written notice. The annual
renewal provides for CPI increases to the associated fees. In addition, we
expect to enter into additional agreements for data collection efforts as we
develop new products.
 
     We believe that the net proceeds from this offering, together with our
existing cash and cash equivalents, will be sufficient to meet our working
capital and capital expenditure requirements for at least the 18 months
following this offering. Thereafter, we may be required to raise additional
funds. If additional funds are raised through the issuance of equity securities,
our shareholders may experience significant dilution. There can be no assurance
that additional funding, if needed, will be available on attractive terms, or at
all. If financing is not available when required or is not available on
acceptable terms, we may be unable to develop or enhance our products or
services. The failure to raise capital when needed could harm our business,
operating results and financial condition.
 
YEAR 2000 COMPLIANCE
 
     Overview. Many currently installed computer systems and software products
are coded to accept or recognize only two digit entries in the date code field.
These systems and software products will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, computer
systems and software may need to be upgraded to comply with Year 2000
requirements or risk system failure or miscalculations causing disruptions of
normal business activities.
 
     State of Readiness. We have made a preliminary assessment of the Year 2000
readiness of all of our information technology systems, including the computer
hardware and software that support our systems and our financial and
administrative
 
                                       26
<PAGE>   30
 
systems as well as our non-information technology systems such as our office
facilities. Our plan for addressing Year 2000 has three phases:
 
     - identification and evaluation of Year 2000 issues;
 
     - development of plans for addressing the issues and prioritization of
       those issues; and;
 
     - implementation of plans and verification of the effectiveness of those
       plans.
 
     In relation to our information technology systems, we have reviewed the
software obtained from third parties that is incorporated into our products, and
are seeking assurances from our vendors that licensed software is Year 2000
compliant. In particular, we have received assurances from our relational
database provider, our operating system vendor and accounting systems vendor
that the programs are Year 2000 compliant. Further, we are in the process of
reviewing our internally developed software and are working with our third party
software developer to seek their assurance that their development and backup
systems are compliant. Additionally, we are in the process of reviewing our
Internet connectivity with UUNet as it relates to the delivery of our products
to our clients. We plan to have completed a full review of our information
technology systems by the end of the second quarter of 1999 and plan to complete
all testing by the end of the third quarter of 1999.
 
     Our non-information technology systems are currently being evaluated.
Preliminary responses from our lessor have indicated that our Stamford,
Connecticut facilities are compliant with respect to electrical and climate
control systems. Beginning in the second quarter of 1999 we plan to further
focus on our telecommunications equipment and voicemail systems. We plan to
complete our verification and testing of all non-information technology systems
by the end of the third quarter of 1999.
 
     We rely on Gallup for our data collection efforts. Gallup has advised us
that they are finalizing their Year 2000 compliance review of their systems and
are implementing any necessary hardware and software upgrades. Beginning in the
second quarter of 1999, we will reassess Gallup's compliance progress and
develop any necessary testing plans accordingly.
 
     We have identified other vendors whose Year 2000 compliance may have an
impact on our business, such as our payroll processing company. We are currently
beginning to develop our plans to ensure the compliance of our other vendors.
 
     Costs. To date, we have not incurred any incremental costs in connection
with identifying, evaluating or addressing Year 2000 compliance issues. Most of
our expenses have related to, and are expected to continue to relate to, the
operating costs associated with time spent by employees in the evaluation
process and Year 2000 compliance matters generally. At this time, we do not
possess the information necessary to estimate the potential costs of either
revisions to our systems, should revisions be required, or replacement of
third-party software, hardware or services that are determined not to be Year
2000 compliant. Although we do not anticipate that such expenses will be
material, these expenses, if higher than anticipated, could harm our financial
performance.
 
     Worst-Case Scenario. We believe that our most reasonably possible worst
case scenario would exist if Gallup's systems were subject to unexpected Year
2000 complications. This could potentially affect our ability to release timely
data in the first quarter or second quarter of 2000 depending on the nature of
the affected
 
                                       27
<PAGE>   31
 
systems. If we determine that Gallup is unable to meet data delivery
requirements on a timely basis, we would ask Gallup to accelerate data
collection and data processing which may cause us to incur additional costs.
However, there can be no assurance that Gallup could collect and process data
under an accelerated schedule. We will continue to monitor this and any other
potential areas of exposure and develop contingency plans accordingly.
 
     Risks. We are not currently aware of any Year 2000 compliance problems
relating to our systems that would harm our business, results of operations and
financial condition, other than those previously discussed. We can not assure
you that we will not discover Year 2000 compliance issues in our systems that
will require substantial revision. In addition, we can not assure you that
third-party software, hardware or services incorporated into our systems will
not need to be revised or replaced, all of which could be time consuming and
expensive.
 
     Our failure to fix or replace our internally developed systems or
third-party software, hardware or services on a timely basis could result in
lost revenues, increased operating costs, the loss of clients, or other business
interruptions, any of which could harm our business, results of operations and
financial condition. Moreover, the failure to adequately address Year 2000
compliance issues in our internally developed systems could result in claims of
mismanagement, misrepresentation or breach of contract and related litigation,
which could be costly and time-consuming to defend.
 
     In addition, there can be no assurance that governmental agencies, utility
companies, Internet access companies, third-party service providers and others
outside of our control will be Year 2000 compliant. The failure by such entities
to be Year 2000 compliant could result in a systemic failure beyond our control,
such as prolonged Internet, telecommunications or electrical failure. This could
prevent our users from accessing our system, which could harm our business,
results of operations and financial condition. Our contingency plan in this
event would be to provide data to our clients on a manual basis until our Year
2000 issues could be corrected.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
     In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use." Statement of Position 98-1 is effective
for financial statements for years beginning after December 15, 1998. Statement
of Position 98-1 provides guidance over accounting for computer software
developed or obtained for internal use including the requirement to capitalize
specific costs and amortization of such costs. We do not expect this standard to
have a material effect on our capitalization policy.
 
     In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities." Statement of Position 98-5, which is effective for fiscal years
beginning after December 15, 1998, provides guidance on the reporting of
start-up costs and organization costs. It requires costs of start up activities
and organization costs to be expensed as incurred. The adoption of this standard
is not expected to have a significant impact on our results of operations,
financial position or cash flows.
 
     We do not believe that any other recent pronouncements will have a
significant impact on our results of operations, financial position or cash
flows.
 
                                       28
<PAGE>   32
 
                                    BUSINESS
OVERVIEW
 
     We are the leading provider of market research decision support and
planning systems specifically designed for Internet advertisers, advertising
agencies and Web publishers, and we recently introduced a system for online
retailers and consumer brand marketers. These systems help enable our clients to
effectively harness the power of the Internet as an advertising, marketing and
retailing medium. Our proprietary systems, which our clients access through our
Web site, combine our databases of consumer lifestyle, product preference and
demographic data with powerful query, search and planning technologies. Our
syndicated Internet consumer research data is collected, on an exclusive basis,
by Gallup from a statistically representative group of approximately 40,000
active adult Web users. We believe that our systems are a critical component in
facilitating the purchase and sale of advertising on the Internet and are
becoming a key information tool in enabling the increase in consumer electronic
commerce.
 
     We introduced the @plan Gutenberg Advertising System in June 1997 and as of
February 28, 1999 we had contracts representing a total of over 250 Internet
advertisers, advertising agency offices, Web sites, online retailers and
consumer brand marketers. We currently have subscription contracts for our
systems with all of the top 20 Web publishers as measured by advertising
revenues, 65% of the top 20 U.S. advertising agencies primarily focused on the
Web as measured by billings and 60% of the top 20 "traditional" U.S. advertising
agencies as measured by billings. We introduced the @plan Kepler E-Business
System in December 1998 and as of February 28, 1999 we already had contracts
with five online retailers and consumer brand marketers.
 
     A representative list of our clients includes Buy.com, CBS MarketWatch,
Grey Interactive, Modem Media.Poppe Tyson, Starcom IP (Leo Burnett),
TicketMaster Online, Time Inc. New Media and US Web/CKS. We believe that our
systems have been accepted as a necessary tool by our clients as evidenced by
our 95% subscription contract renewal rate from our inception through February
28, 1999.
 
INDUSTRY BACKGROUND
 
     Growth of the Internet, Web Advertising and Online Commerce
 
     The Internet is rapidly emerging as a mass communications and commerce
medium enabling millions of people worldwide to share information, be
entertained, communicate and research or make consumer purchases electronically.
International Data Corporation, or IDC, projects that worldwide Internet usage
will grow from approximately 97 million users at the end of 1998 to 320 million
in 2002. This growth is driven by a number of factors, including an expanding
base of personal computers and other devices, more convenient, faster and
inexpensive access to the Internet and the increasing importance of the Internet
as a sales, marketing and distribution channel, communications medium and
information resource.
 
     The Internet is evolving into an important medium for advertisers due to
its interactive nature, its potential for highly targeted advertising and its
ability to reach a workplace audience. These unique characteristics, combined
with the growth in the number of Internet users and the compelling demographics
of these users, have led to a significant increase in Internet advertising. The
Internet Advertising Bureau
 
                                       29
<PAGE>   33
 
estimates that expenditures on Internet advertising will grow from $1.9 billion
in 1998 to $7.7 billion in 2002.
 
     The Internet is increasingly affecting the methods by which businesses are
selling goods and services and developing relationships with their current and
potential customers. The Internet provides businesses with the ability to reach
a global audience, achieve greater economies of scale, and operate with minimal
infrastructure while providing consumers with a broad selection of goods and
services, increased pricing power and unparalleled convenience. In addition,
businesses that are not actively selling goods and services online are
integrating the Internet into their marketing strategy to acquire and retain
customers and enhance their marketing capabilities. IDC estimates that the value
of goods and services purchased on the Internet will increase from approximately
$32 billion in 1998 to over $400 billion in 2002.
 
     Need for Market Research Decision Support and Planning Tools
 
     As the Internet advertising, marketing and retailing environment continues
to rapidly evolve, online market participants are continually challenged to
define and reach their target audiences, develop cost-efficient customer
acquisition and retention strategies and develop their business strategies and
tactics. Market research decision support and planning tools enable advertisers,
marketers, and retailers in many industries to optimize their competitive
strategies by providing them with highly detailed consumer behavior information.
 
     The characteristics of the Internet as both a unique medium for advertising
and a distinct marketing and sales channel plus the substantial potential size
of the Internet market have heightened the need among online market participants
for these tools. The rapid growth in the number of users as well as in the
number of content and electronic commerce sites on the Internet requires online
market participants to recognize and adapt to changing conditions more quickly
than in many traditional media, marketing and retailing environments. The
diversity of these users and sites requires online market participants to
process vast amounts of information to achieve an understanding of both their
target market and the online market as a whole. In addition, the competitive
environment on the Internet for a particular retailing category may be wholly
different than that in the traditional marketplace requiring online market
participants to develop new understandings of different and evolving competitive
factors.
 
     As a result, online market participants are seeking trusted, third-party
neutral market research decision support and planning tools that will enable
them to navigate the volatile and dynamic online marketplace. Each of these
online market participants has particular needs to successfully implement their
online strategy, including the following:
 
     Internet Advertisers and Advertising Agencies.  The Internet's unique
capability to provide advertisers with the ability to target users with specific
interests and characteristics, and in particular, hard to reach workplace users,
creates a need for market research decision support and planning tools to inform
and support those targeting decisions. In addition, Internet advertisers and
advertising agencies are continually trying to define the role of the Internet
in the total mix of media to efficiently reach their target audience. In order
to most effectively incorporate Internet advertising into their overall
marketing plans, advertisers must have access
 
                                       30
<PAGE>   34
 
to tools that enable them to understand the particular strengths and weaknesses
of the Internet in reaching their target audience.
 
     Web Publishers.  The market among sellers of Internet advertising is
becoming increasingly competitive as new advertiser-supported Web sites are
launched every day and existing advertiser supported Web sites seek to continue
their growth. New and existing Web publishers need market research decision
support and planning tools to allow them to better understand their audiences in
order to differentiate themselves from competing Web sites. To maximize their
advertising revenues, Web publishers must be able to optimize their sales
efforts by identifying those potential advertisers who would be interested in
the audience their Web site can deliver. Once these potential advertisers have
been identified, Web publishers need to be able to provide convincing,
third-party neutral information to show that they can deliver a specific
advertiser's target audience and show how their site differs from competitor
sites as it relates to the specific needs of the advertiser.
 
     Online Retailers and Consumer Brand Marketers.  As the number of retailers
and consumer brand marketers conducting business and marketing products and
services to consumers online continues to increase, the Internet has become a
highly competitive retail and marketing environment. Established businesses in
industries such as retailing and financial services must compete with online
companies in a dramatically different environment. In order to compete in this
environment, online retailers need market research decision support and planning
tools that will enable them to develop cost-effective, highly targeted customer
acquisition and retention strategies. Both online retailers and consumer brand
marketers need market research decision support and planning tools that will
enable them leverage the Internet to target marketing relationships and
promotional opportunities with their current and potential customers.
 
     Challenges of Providing Online Market Research Decision Support and
       Planning Systems
 
     To meet the needs of online market participants and help enable the
increase in advertising and consumer electronic commerce on the Web, a provider
of market research decision support and planning systems must be able to
overcome certain challenges, including:
 
     - amassing and maintaining a large, statistically representative consumer
       research database in order to capture the complexity of the online space,
       the diversity of the online audience and the fragmentation of
       advertising, marketing and retailing competitors;
 
     - developing a sophisticated yet user-friendly, Web-based software
       interface that enables the user to efficiently process and analyze large
       amounts of discrete information to meet its own unique decision support
       and planning needs;
 
     - establishing rigorous, third-party neutral methodological and data
       collection procedures to ensure the accuracy and integrity of the
       information; and
 
     - identifying, researching and reporting emerging consumer electronic
       commerce trends.
 
     We believe that a significant opportunity exists for a company to provide
online market research decision support and planning tools that provide the type
of
 
                                       31
<PAGE>   35
 
detailed, third-party neutral marketing research information that online market
participants require. By integrating a comprehensive and reliable database with
sophisticated workstation and decision support software, a Web-based system can
enable online market participants to make informed Internet advertising,
marketing and retailing decisions.
 
THE @PLAN SOLUTION
 
     We are the leading provider of market research decision support and
planning systems specifically designed for Internet advertisers, advertising
agencies and Web publishers, and we recently introduced a system for online
retailers and consumer brand marketers. These systems help enable our clients to
effectively harness the power of the Internet as an advertising, marketing and
retailing medium. Our proprietary systems, which our clients access through our
Web site, combine databases of consumer lifestyle, product preference and
demographic data with powerful query, search and planning technologies. Our
syndicated Internet consumer research data is collected, on an exclusive basis,
by Gallup from a statistically representative group of approximately 40,000
active adult Web users. We believe that our systems are a critical component in
facilitating the purchase and sale of advertising on the Internet and are
becoming a key information tool in enabling the rise of consumer electronic
commerce. We currently have subscription contracts for the delivery of our
services to all of the top 20 Web publishers as measured by advertising
revenues, 65% of the top 20 U.S. advertising agencies primarily focused on the
Web as measured by billings and 60% of the top 20 "traditional" U.S. advertising
agencies as measured by billings.
 
     We currently provide two market research decision support and planning
systems: the @plan Gutenberg Advertising System for Internet advertisers,
advertising agencies and Web publishers and the @plan Kepler E-Business System
for online retailers and consumer brand marketers. Each of our systems provides
reliable, third-party neutral information.
 
     To Internet advertisers and advertising agencies, the @plan Gutenberg
Advertising System delivers online market research decision support and planning
tools that help enable an advertiser or advertising agency to:
 
     - assess the role the Web should play in achieving a client's specific
       advertising objectives;
 
     - determine the most efficient way to reach client defined audiences on the
       Web; and
 
     - make meaningful comparisons of the relative cost of reaching target
       audiences across a large number of advertiser supported Web sites;
 
     To Web publishers, the @plan Gutenberg Advertising System delivers online
market research decision support and planning tools that help enable a Web
publisher to:
 
     - target its sales efforts by identifying its best brand and category
       prospects for advertising and sponsorship revenue;
 
     - access and compare the demographic lifestyle and product preference
       profiling information for other major advertiser-supported Web sites; and
 
     - obtain a comprehensive understanding of its users' interests and
       lifestyles to develop better positioning and content development
       strategies.
 
                                       32
<PAGE>   36
 
     To online retailers and consumer brand marketers, the @plan Kepler
E-Business System delivers online market research decision support and planning
tools that help enable a retailer or marketer to:
 
     - create sophisticated online retailing strategies by better understanding
       how shopping and purchase behaviors differ between the online and
       traditional retail environments for a variety of consumer product and
       service categories;
 
     - identify and assess the consumer lifestyle, product preference and
       demographic profiles of consumers shopping on competitors' Web sites;
 
     - develop cost-effective, highly-targeted customer acquisition and
       retention strategies; and
 
     - target marketing relationships and promotional opportunities with current
       and potential customers.
 
STRATEGY
 
     Our objective is to be the leading provider of market research decision
support and planning systems for online market participants including Internet
advertisers, advertising agencies, Web publishers, online retailers and consumer
brand marketers. The following are the key elements of our strategy:
 
     Increase Market Penetration of the @plan Kepler E-Business System. We
intend to increase the market penetration of the @plan Kepler E-Business System
by continuing to target our sales and marketing efforts toward online retailers
and consumer brand marketers. We introduced the @plan Kepler E-Business System
in December 1998 and as of February 28, 1999 we had already entered into
contracts with five online retailers and consumer brand marketers. We intend to
establish the @plan Kepler E-Business System as the recognized leader in its
market to capitalize on the projected growth of electronic commerce.
 
     Enhance and Expand the @plan Gutenberg Advertising System. We intend to
expand our sales and marketing efforts of the @plan Gutenberg Advertising
System. Further, we intend to leverage our proprietary information and
technology to further enhance the @plan Gutenberg Advertising System and
facilitate the development of additional features. We believe that our
proprietary information and software interface and the experience and knowledge
gained through the delivery of our systems provide us with a significant
competitive advantage.
 
     Develop Additional Revenue Sources. We intend to leverage our database of
information, our technology, our expertise and our existing client base to
develop new sources of revenue. As the Internet continues to grow and evolve, we
believe the demand for more detailed market research decision support and
planning tools will increase. We intend to meet this demand by continually
developing new information products that are of interest to our clients. In
addition, we intend to leverage our relationships with existing clients by
expanding existing contracts to include additional client offices and Web
properties.
 
     Expand Sales Efforts and Maximize Sales Effectiveness. We believe that a
strong sales organization is essential to effectively sell our systems. Our
current sales team consists of highly qualified, experienced individuals who are
able to effectively sell our sophisticated systems. To increase our market
penetration, particularly in the growing electronic commerce segment, we intend
to continue to expand our sales efforts by rapidly expanding our sales team.
 
                                       33
<PAGE>   37
 
     Continue to Provide the Highest Level of Client Service. We emphasize high
quality service for our clients and take a proactive approach to ensure that our
clients are satisfied. We believe client satisfaction is the key to ensuring
high rates of contract renewal, and, accordingly, we maintain a dedicated client
service team that provides service, training and client support. We compensate
our client service managers in part based on targeted levels of renewal rates.
In addition, as our client base increases we intend to continue to build our
client service team to offer a high level of service, training and support.
 
     Leverage Our Market Research to Identify Key Trends. We believe that a
significant source of value to our clients is our ability to track trends in the
online marketplace. We continually update our data collection process to capture
relevant information to define these trends. We intend to continue to use and
refine these tracking techniques to provide the information that our clients
need and to identify appropriate areas of expansion for our products.
 
OUR SYSTEMS
 
     We provide two market research decision support and planning systems: the
@plan Gutenberg Advertising System for advertisers, advertising agencies and Web
publishers and the @plan Kepler E-Business System for online retailers and
consumer brand marketers. These systems are accessed through our Web site by
entering a password combination that allows our clients access to our
sophisticated software interfaces through which they can query various datasets
in our proprietary databases. The datasets and databases that new clients can
access generally depends on the system to which they subscribe as set forth
below:
 
                       @PLAN GUTENBERG ADVERTISING SYSTEM
- ------------------------------------------------
- - Advertiser-supported Web site specific profiling data
- - Web site advertising rate card, site description and contact information data,
  which we call our B.R.E.W. database
- - Web adult consumer lifestyle and product preference data

                         @PLAN KEPLER E-BUSINESS SYSTEM
- ------------------------------------------------
- - Electronic commerce/retailing Web site specific profiling data
- - Adult U.S. population lifestyle and product preference database
- - Web adult consumer lifestyle and product preference data
- - Advertiser-supported Web site-specific profiling data
 
     @plan Gutenberg Advertising System
 
     The @plan Gutenberg Advertising is a comprehensive advertising decision
support and planning system providing lifestyle, product preference and
demographic profile information across a large number of advertiser-supported
Web sites.
 
     Internet advertisers and advertising agencies can query the system on an
interactive basis to better understand the role the Internet should play in
attaining specific advertising objectives. Clients can conduct queries on
various client defined targets, such as Web audiences, advertiser-supported Web
sites, or particular products or services. By combining the results of those
queries with current rate card information from our B.R.E.W. database, clients
can develop comprehensive and sophisticated media plans and marketing campaigns
for reaching a specific target audience in the most efficient and cost-effective
manner.
 
     Web publishers utilize the system to develop specific strategies for
optimizing their sales efforts toward those advertisers who would be most
interested in reaching the audience that the publisher's Web site can deliver.
The system provides the
 
                                       34
<PAGE>   38
 
support for these optimization strategies and sales efforts in the form of
highly detailed, third-party neutral and comparable lifestyle, product
preference, shopping behavior and demographic profiling data across a large
number of advertiser supported Web sites. Web publishers can also use the system
to assess the strengths and weaknesses of their competitors as well as to help
differentiate the competitive position of their sites.
 
     @plan Kepler E-Business System
 
     The @plan Kepler E-Business System is a comprehensive consumer market
research decision support and planning system providing lifestyle, product
preference, shopping behavior and demographic profiling data across a large
number of advertiser-supported Web sites and consumer electronic commerce retail
sites and categories. Online retailers and consumer brand marketers utilize the
system to understand and track their competitive strengths and weaknesses in
order to assess their strategy in both traditional and online markets. The
system provides support for these assessments in the form of highly detailed and
comparable information across a large number of consumer electronic commerce
retail Web sites. Online retailers can also use this information to develop more
effective and cost-efficient customer acquisition and retention strategies. The
system also provides access to a database reflecting select lifestyle, product
preference and demographic profiling data for the total U.S. adult population.
Online retailers and consumer brand marketers utilize the system to access this
data to track differences in retailing trends between traditional and online
markets to better understand how the online market differs from the traditional
market in their particular retail category. Online retailers and consumer brand
marketers can also utilize the system to combine this profile information with
content site information to arrive at statistical estimates of the market
penetration for various products and services sold on the Internet.
 
CLIENTS
 
     Of the over 250 clients that we currently have under contract, a
representative list within each category is as follows:
 
[CAPTION]
<TABLE>
<CAPTION>
                                               WEB                ONLINE RETAILERS AND
        ADVERTISING AGENCIES               PUBLISHERS           CONSUMER BRAND MARKETERS
- -------------------------------------  -------------------      ------------------------
<S>                                    <C>                      <C>
             INTERACTIVE
- -------------------------------------
<S>                                    <C>                      <C>
i-traffic                              broadcast.com            Buy.com
Modem Media.Poppe Tyson                CBS MarketWatch          IBM Enterprise Web
Quantum Leap                           Discovery Channel          Management Group
Strategic Interactive Group/Bronner      Online                 Preview Travel
  Slosberg Humphrey                    Excite                   realtor.com
THINK New Ideas                        The Mining Company       T. Rowe Price
US Interactive                         Time Inc. New Media      TicketMaster Online
US Web/CKS                             Women.Com                Virtual Vineyards
TRADITIONAL
- -------------------------------------
Euro RSCG Dahlin Smith White
Fallon McElligott
Grey Interactive
Publicis & Hal Riney
Saatchi & Saatchi
Starcom IP (Leo Burnett)
Western International
</TABLE>
 
                                       35
<PAGE>   39
 
CLIENT CASE STUDIES
 
     Advertising Agency.
 
     Starcom IP
 
     Starcom IP, a division of Leo Burnett Company, Inc., is dedicated to
developing media strategies that build their clients' brands. To develop these
strategies effectively, they invest heavily in a variety of media planning,
buying and research resources, all designed to provide them with the most
current knowledge and insights available. Starcom IP subscribes to the @plan
Gutenberg Advertising System to access the third-party neutral information
needed to develop effective, efficient Web media plans for their clients.
 
     Recently, a major U.S. packaged goods company asked Starcom IP to help
create a targeted Web media plan for them. The client's target audience was men
age 21 and older who are active sports enthusiasts. Starcom IP used the @plan
Gutenberg Advertising System to calculate which advertiser-supported Web sites
would most efficiently deliver this target audience. Starcom IP then used the
@plan system to sort through the possible Web sites to be considered, arriving
at a list of Web sites for their recommended media plan. Once they completed the
site selection, Starcom IP used the @plan Gutenberg Advertising System to
profile the selected Web sites to ensure that the strengths of those sites fit
the client's specific needs. As a result of using the information provided by
the @plan Gutenberg Advertising System, an efficient media plan was developed
and executed against the desired target audience.
 
     Web Publisher.
 
     The Mining Company
 
     The Mining Company is a network of more than 600 branded Web sites, each of
which is managed by a Company-trained subject expert who offers visitors to
their Web site experienced guidance, altogether comprising more than 12,000
topics. The Mining Company subscribed to the @plan Gutenberg Advertising System
to understand what distinguishes their audience from the audiences of other
portals and community sites.
 
     When The Mining Company began conducting business on the Internet, they
faced a number of competitors for the advertising revenue they needed to support
their business. They needed to quickly identify the key areas of strength for
their product and develop a credible sales story that allowed them to position
their audience to the advertising buying community. The @plan Gutenberg
Advertising System provided The Mining Company's sales team with the important
consumer lifestyle, product preference and demographic information that
advertisers demand. Based on the information generated by the @plan Gutenberg
Advertising System, The Mining Company positioned their audience as people who
actively shop and purchase online. This positioning provided the key point of
differentiation for their resulting sales and marketing effort.
 
     The Mining Company also used these powerful profiling tools to further
identify the relative strengths and weaknesses of their audience. From this
analysis, The Mining Company was able to develop a strategy to deploy their
sales force more productively towards the areas with the strongest advertising
sales potential. Information on the strengths of their audience was combined
with data on Web
 
                                       36
<PAGE>   40
 
advertising expenditures to establish immediate priorities for the sales team to
pursue.
 
     The Mining Company views the @plan Gutenberg Advertising System as an
important asset in driving advertising revenue. The Mining Company believes that
the @plan Gutenberg Advertising System has been key to securing many ad sales
because it provided the neutral third-party information necessary to verify that
their audience fits the buyer's specific needs.
 
DATA COLLECTION AND RESULTING DATABASES
 
     We maintain statistically representative market research information
databases collected from approximately 40,000 active adult Web users. In
addition, information is collected from approximately 8,100 adult non-Web users
for use in our U.S. population database. The methodology, sampling and data
collection for all of our databases is controlled and conducted by Gallup, which
uses a random scientific sample telephone dialing process to generate an initial
pool of potential survey participants. Data is collected from the participants
first on the phone and, for the Web user database, by means of an extensive
interactive online survey software program. The survey software employs a
"decision tree" methodology that automatically poses specific questions based on
a respondent's prior pattern of replies. The online survey software can collect
a wide variety of data while maintaining the interest of the respondent because
it automatically adjusts to the specific behavior and interests of the
respondent. For a subset of non-Web users, consumer lifestyle, product
preference and demographic data is collected by means of an extensive phone
interview. This data is used to create our U.S. population database. The data
collected is then incorporated into a number of distinct datasets. These
datasets include a U.S. consumer lifestyle and product preference dataset, an
electronic commerce/retailing Web site profile dataset, an advertiser-supported
Web site profiling dataset and a Web consumer lifestyle and product preference
dataset.
 
     We employ stringent controls to ensure the integrity of our consumer market
research data. Before any data point can be considered for reporting, it must
first pass rigorous statistical tests to ensure its representativeness and
stability. In addition, we update the database every three months by adding
information collected from approximately 10,000 new representative, active adult
Web users while retiring the information collected from the approximately 10,000
Web users that has been in our database the longest. Our sample size of
approximately 40,000 active adult Web users exceeds that which is necessary to
provide a statistically reliable representation of Web behavior.
 
SALES AND MARKETING
 
     We sell our systems through a sales team located in Stamford, Connecticut
and San Francisco, California. Our current sales team consists of highly
qualified, experienced individuals who are able to effectively sell our
sophisticated systems. We intend to expand our sales team by adding additional
experienced individuals. Our sales team has a number of selling protocols and
systems in place to maximize prospecting and closing of subscription contracts.
Our systems are generally sold on an annual subscription basis. As of December
31, 1998, approximately 97% of our contracts provide for automatic one year
renewals unless the client provides written notice of termination prior to the
anniversary date of the contract.
 
                                       37
<PAGE>   41
 
     We take a highly selective approach to our marketing. To help build brand
awareness with our prospective customers, we largely rely on one-to-one live
product demonstrations of our systems. In addition, we seek speaking engagements
at very select events where current and prospective clients are concentrated. We
also produce marketing materials, including media kits and presentations, in
support of sales to prospective customers.
 
CLIENT SERVICE
 
     We believe that our ability to establish and maintain long-term client
relationships and high contract renewal rates in part depends upon the strength
of our client service operations and team. Our client service team consists of
client service managers located in Stamford, Connecticut and San Francisco,
California. We motivate our client service managers to provide the highest
quality service by basing a portion of their compensation on both the renewal
rates of the clients they support and the overall client renewal rate. In
addition to providing training and client support, this group works proactively
with our clients to help them maximize the value they derive from our systems.
Each client service manager supports and is responsible for approximately 25-30
dedicated clients. The assignments vary in relation to specific client needs but
are generally defined geographically to enhance opportunities for personal
contact. The client service managers are responsible for training their clients
in how to use the system and the research information that our systems provide,
resolving any problems their clients have with our systems, and providing
strategic insight and technical support. The client service managers also obtain
feedback from their clients to assist us in anticipating client needs and
developing new systems. We monitor our clients' use of the systems on a
continual basis to gauge client satisfaction. We intend to continue to build our
client service team as our client base increases to offer a high level of client
service, training and support.
 
TECHNOLOGY AND INFRASTRUCTURE
 
     One of our principal strengths is our internally developed technology,
which has been designed specifically for our Internet-based systems. Our
technology architecture features specially adapted capabilities to enhance
performance and reliability.
 
     Our systems run on a network of high-speed computers. The data is stored on
a redundant disk array which provides continuous service in the event of disk
failures. Current backup copies of the complete system are stored off site to
provide for data recovery in the event of disaster. Real-time monitors alert our
system administrators to software and hardware failures and performance
degradation 24 hours a day.
 
     Clients access our systems over the Web via a secure gateway to our Web
servers in Stamford, Connecticut. Our servers are linked to the Internet via a
digital circuit, which provides a scalable high bandwidth connection. We have in
place a temporary backup circuit which can be used in the event of failure of
our primary connection.
 
     Our databases are implemented atop a multi-tiered software architecture.
This architecture consists of relational database software, a Web server and our
proprietary applications. Our proprietary applications employ special purpose
data access methods and algorithms to implement the analytic research
methodologies we developed in partnership with Gallup. Our software design is
the result of extensive
 
                                       38
<PAGE>   42
 
research in relational database modeling, statistical analysis and graphical
user interfaces. All aspects of the software architecture are designed to
accommodate substantial growth of our client base.
 
     We believe that our future success will depend in part on our ability to
continue to maintain and enhance our systems and applications. To this end, we
intend to leverage the modular nature of our systems' architecture to enable us
to develop new applications rapidly. We expect that most enhancements to
existing and new systems and applications will be developed internally and
implemented using our outside suppliers of coding services. We believe that
timely development of new and enhanced applications and technology is necessary
to remain competitive in the marketplace. Accordingly, we intend to continue to
make investments in development and engineering.
 
PRODUCT DEVELOPMENT
 
     We believe that our future success depends on our ability to enhance our
current systems and continually develop new systems and products. Our executive
management takes an active role in the development of these enhancements and new
products. In December 1998, we introduced the @plan Kepler E-Business System.
Gallup assisted us in the development of methodology for the collection of
additional data for this system. We are internally developing more detailed
market research and planning systems for specific client groups. We intend to
capitalize on our relationship with Gallup to gather the data necessary for
these new systems. For this additional data collection we will incur substantial
expenses.
 
     We also intend to leverage our database of information, our technology, our
expertise and our existing client base to develop new information products of
interest to our clients. We continually track trends in the online marketplace
during our data collection efforts. We rely on our tracking techniques to assist
us in identifying appropriate areas of expansion for our products.
 
COMPETITION
 
     The market for market research decision support and planning tools for
Internet advertisers, advertising agencies, Web publishers, online retailers and
consumer brand marketers is new and rapidly evolving. While we believe that no
direct competition exists in our particular market, we face indirect and
potential competition from a number of companies who provide services to a
similar base of clients and who could develop systems that directly compete with
our systems. In some cases our services are complimentary to services provided
by other companies and in some cases our services are considered to be a
substitute.
 
     Our indirect and potential competitors include:
 
     - Web "ratings" companies, including Media Metrix, that rely on a sampling
       approach where software is installed on a respondent's computer and
       passively monitors Web behavior;
 
     - "auditing" companies, including I/PRO, that audit viewers in terms of
       page views, site impressions and navigation on a subject Web site;
 
     - advertisement targeting providers, including DoubleClick, 24/7 Media and
       NetGravity, that place advertisements on networks of Web sites and
       collect data on viewer response;
 
                                       39
<PAGE>   43
 
     - advertisement performance measurement companies, including MatchLogic;
 
     - Web advertising management services, including AdKnowledge;
 
     - online research and consulting providers, including Jupiter
       Communications; and
 
     - syndicated market research providers in traditional publishing, including
       MRI and Simmons.
 
     Most of these companies have greater financial, technical, product
development, marketing and other resources than we have. These companies may be
better known and have longer operating histories than we have. We believe that
our ability to compete depends on many factors both within and beyond our
control, including the following:
 
     - the timing and market acceptance of new solutions and enhancements to
       existing solutions developed by us or our competitors;
 
     - customer service and support efforts;
 
     - sales and marketing efforts; and
 
     - the ease of use, performance, price and reliability of solutions
       developed by us or our competitors.
 
PROPRIETARY RIGHTS
 
     Proprietary rights are important to our success and our competitive
position. To protect our proprietary rights, we rely generally on copyright,
trademark, and trade secret laws, confidentiality agreements with third parties,
and license agreements with consultants, vendors and customers. Despite such
protection, a third party could, without authorization, copy or otherwise
appropriate information from our database. Our agreements with employees,
consultants and others who participate in development activities could be
breached. We may not have adequate remedies for any breach, and our trade
secrets may otherwise become known or independently developed by competitors. In
addition, the laws of some foreign countries do not protect our proprietary
rights to the same extent as do the laws of the United States, and effective
copyright, trademark and trade secret protection may not be available in those
jurisdictions.
 
     We have applied for registration of several trademarks in the United
States. None of these applications have been approved to date, and there can be
no assurance that the applications will be approved in the future. Even if these
applications are approved, the trademarks may be successfully challenged by
others or invalidated. If the applications are not approved because third
parties own the trademarks, the use of the trademarks will be restricted unless
we enter into arrangements with the third parties which may be unavailable on
commercially reasonable terms.
 
     There have been substantial amounts of litigation in the computer and
online industries regarding intellectual property assets. Third parties may
claim infringement by us with respect to current and future products,
trademarks, or other proprietary rights, or we may counterclaim against these
parties. Any such claims or counterclaims could be time-consuming, result in
costly litigation, divert management's attention, cause product release delays,
require us to redesign our products or require us to enter into royalty or
licensing agreement, any of which could harm our
 
                                       40
<PAGE>   44
 
business, financial condition and operating results. Such royalty and licensing
agreements, if required, may not be available in terms acceptable to us, if at
all.
 
EMPLOYEES
 
     As of February 28, 1999, we employed 19 persons. We also contract with
independent contractors to develop our proprietary software systems and to
support our information services personnel. We are not subject to any collective
bargaining agreements and we believe that our relationship with our employees is
good.
 
FACILITIES
 
     Our principal executive offices are located in Stamford, Connecticut. Our
lease for approximately 6,400 square feet at this location expires in February
2001. We also lease space for our sales and client service efforts in San
Francisco, California.
 
LEGAL PROCEEDINGS
 
     We are not a party to any legal proceedings.
 
                                       41
<PAGE>   45
 
                                   MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
 
     The following table presents information about our executive officers and
directors as of February 28, 1999:
 
<TABLE>
<CAPTION>
NAME                                  AGE                 POSITION
- ----                                  ---                 --------
<S>                                   <C>   <C>
Mark K. Wright......................  43    Chairman and Chief Executive Officer
Karl A. Spangenberg.................  52    President and Chief Operating
                                            Officer
Susan C. Russo......................  46    Executive Vice President
Nancy A. Lazaros....................  34    Senior Vice President and Chief
                                            Financial Officer
Gary R. Haynes(1)...................  53    Director
Donald M. Johnston(2)...............  49    Director
Calvin A. Martin....................  52    Director
W. Patrick Ortale, III(1)...........  45    Director
Roger J. Thomson(2).................  43    Director
John H. Wyant(1)(2).................  52    Director
</TABLE>
 
- -------------------------
 
(1) Member of the compensation committee.
 
(2) Member of the audit committee.
 
     Mark K. Wright has served as our Chief Executive Officer and Chairman of
our Board of Directors since May 1996. Prior to becoming our Chief Executive
Officer, Mr. Wright served as the Executive Vice President of Ericson Marketing
Communications, Inc., an advertising and marketing communications agency. Prior
to that, he served as Senior Vice President of Ericson in charge of marketing
and media services. Mr. Wright has a BA from Northwestern University and a MBA
from Vanderbilt University.
 
     Karl A. Spangenberg has served as our President and Chief Operating Officer
since April 1997. Before joining us, Mr. Spangenberg served as Vice President
Worldwide Advertising Sales for Infoseek, an Internet navigation company, from
December 1995 to February 1997. From March 1994 to November 1995, he served as
Publisher, Datamation Magazine for Cahner's Publishing, a publishing company.
From February 1993 to February 1994, he served as Senior Vice President of the
Construction Information Group of McGraw Hill. From March 1991 to February 1993,
Mr. Spangenberg served as Senior Vice President, Advertising for Business Week,
a publishing company.
 
     Susan C. Russo has served as our Executive Vice President since January
1997. From June 1996 to January 1997, Ms. Russo served as General Manager,
Rodale Interactive for Rodale Press, a publishing company. From May 1994 to June
1996, Ms. Russo served as Vice President, Ad Sales and Strategy, for Hearst New
Media, a Web publishing company. From January 1992 to May 1994, Ms. Russo served
as Executive Director, Sales Operations, for the New York Times, a publishing
company.
 
     Nancy A. Lazaros has served as our Senior Vice President and Chief
Financial Officer since May 1997. Prior to joining us, Ms. Lazaros served as
Senior Vice
 
                                       42
<PAGE>   46
 
President, Finance of Popcorn Channel, LP, a cable channel, from January 1995 to
February 1997; as a consultant to various publishing companies from January 1994
to January 1995; and as Controller of RHI Entertainment, a television movie
production company, from January 1991 to November 1993.
 
     Gary R. Haynes has served as one of our directors since 1996. Since 1985,
Mr. Haynes has been President, and since 1991 he has been Chief Executive
Officer, of Ericson Marketing Communications, Inc. an advertising and marketing
communications agency. Mr. Haynes has been associated with Ericson since 1975
and served as Ericson's Chief Operating Officer from 1982 until he became
President in 1985.
 
     Donald M. Johnston has served as one of our directors since 1996. Since
1994, Mr. Johnston has served as President of Massey Burch Capital Corporation
and General Partner of SV Partners II, L.P. Massey Burch Capital Corporation and
SV Partners II are manager and General Partner, respectively, of the Southern
Venture Fund II, L.P., one of our principal shareholders. Mr. Johnston also
serves on the Board of Directors of ODS Networks, Inc. Mr. Johnston was elected
as one of our directors under our Amended and Restated Shareholders' Agreement.
 
     Calvin A. Martin has served as one of our directors since 1997. Mr. Martin
has served as a Senior Vice President of The Gallup Organization, Inc., a
marketing research company, since 1996. He joined Gallup in 1987 as a Division
Manager and also serves as Gallup's contract agent.
 
     W. Patrick Ortale, III has served as one of our directors since 1996. Since
1994 and 1996, respectively, Mr. Ortale has been a General Partner of Richland
Partners, L.P. and Richland Partners II, L.P., the general partners,
respectively, of Richland Ventures, L.P. and Richland Ventures II, L.P., which
are principal shareholders of ours. Since 1985 and 1990, respectively, Mr.
Ortale has been a general partner of the general partnerships which control
Lawrence, Tyrrell, Ortale & Smith and Lawrence, Tyrrell, Ortale and Smith II,
L.P. Mr. Ortale was elected as one of our directors under our Amended and
Restated Shareholders' Agreement.
 
     Roger J. Thomson has served as one of our directors since 1999. Mr. Thomson
is a Managing Director of Donaldson, Lufkin & Jenrette Securities Corporation,
an investment banking firm, where he has worked since 1994. From 1986 to 1994,
Mr. Thomson was Senior Vice President of Lehman Brothers, Inc., an investment
banking firm.
 
     John H. Wyant has served as one of our directors since 1998. Mr. Wyant is a
Managing Partner and President of Blue Chip Venture Company. Mr. Wyant is
currently a director of Delicious Brands, Inc., a food product company, Regent
Communications, Inc., a radio station operator, Zaring Homes, Inc. a
manufactured housing company, and several private companies. Mr. Wyant was
elected as one of our directors under our Amended and Restated Shareholders'
Agreement.
 
CLASSES OF DIRECTORS
 
     Under the terms of our Third Amended and Restated Charter, which will
become effective immediately prior to this offering, the board of directors has
been divided into three classes: Class I, Class II and Class III. Members of
each class hold office for staggered three-year terms. At each annual meeting of
shareholders, the shareholders will elect the successors to the directors whose
terms expire at the meeting. These newly elected directors will serve from the
time of their election and
 
                                       43
<PAGE>   47
 
qualification until the third annual meeting of shareholders following their
election or until a successor has been duly elected and qualified. Gary R.
Haynes and Roger J. Thomson are Class I directors whose terms expire at the 2000
annual meeting of shareholders. Cal Martin and John H. Wyant are Class II
directors whose terms expire at the 2001 annual meeting of shareholders. Donald
M. Johnston, W. Patrick Ortale, III and Mark K. Wright are Class III directors
whose terms expire at the 2002 annual meeting of shareholders.
 
BOARD COMMITTEES
 
     The board of directors recently created an audit committee and a
compensation committee. The audit committee will review the accounting practices
and procedures, the scope of the audit and will recommend the appointment of the
independent auditors. The members of the audit committee are Donald M. Johnston,
who will serve as chairman, Roger J. Thomson and John H. Wyant. The compensation
committee will evaluate and approve the compensation policies for the executive
officers and will administer our employee benefit plans. The members of the
compensation committee are Patrick W. Ortale, III, who will serve as chairman,
Gary R. Haynes and John H. Wyant.
 
DIRECTOR COMPENSATION
 
     Directors who are not our employees will receive an annual directors' fee
of $6,000 and directors' fees of $1,000 for each board meeting attended and $500
for each committee meeting attended. We will also reimburse directors for their
expenses incurred in connection with their activities as our directors.
Directors who are also our employees will receive no compensation for serving on
the board of directors.
 
     On March 11, 1999, we adopted our 1999 Stock Incentive Plan to attract and
retain the services of our key employees, consultants and non-employee members
of our board of directors. Each member of the board of directors who is not an
employee of ours, is not a former employee still receiving compensation for
prior services, other than benefits under a tax-qualified plan, and is not
currently receiving remuneration from us in any capacity other than as a
director will be eligible for the grant of stock options under the 1999 Plan.
Currently, all directors other than Mr. Wright are eligible to participate in
the 1999 Plan.
 
     Contingent upon the effectiveness of the registration statement relating to
this offering six directors will be granted options to purchase 25,000 shares of
our common stock at the initial offering price. These options vest immediately
upon grant. Additionally, upon the election of any new member of the board of
directors, that member will be granted an option to purchase 25,000 shares of
common stock at the fair market value at the date of grant, vesting in five
equal annual installments beginning on the first anniversary of the date of
grant. Each year immediately following the date of our annual meeting, beginning
with the next annual meeting of our shareholders and provided that a sufficient
number of shares remain available under the 1999 Plan, there automatically will
be granted to each non-employee director who is then serving on the board an
option to purchase 3,000 shares of our common stock, which options will be
immediately vested. The options to be granted under the 1999 Plan will be
nonqualified stock options. Nonqualified stock options
 
                                       44
<PAGE>   48
 
are stock options which do not constitute "incentive stock options" within the
meaning of Section 422A of the Internal Revenue Code.
 
     Mark K. Wright, Gary R. Haynes and Roger J. Thomson, three of our
directors, are also holders of shares of our preferred stock. All holders of our
preferred stock, including these three directors, will be issued warrants to
purchase shares of our common stock upon consummation of this offering.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     Before this offering, we did not have a compensation committee, and
compensation decisions were made by the full board of directors. Upon completion
of this offering, the compensation committee will make compensation
recommendations to the board of directors. No interlocking relationship exists
between the board of directors or compensation committee and the board of
directors or compensation committee of any other company, nor has any
interlocking relationship existed in the past.
 
EXECUTIVE COMPENSATION
 
     The following table sets forth summary information concerning the
compensation we paid for services rendered to us during 1996, 1997 and 1998, by
our Chief Executive Officer and our other three most highly compensated
executive officers who were serving as executive officers at the end of 1998 and
whose salaries were more than $100,000 in 1998.
 
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                                       LONG-TERM
                                                                                      COMPENSATION
                                                                                         AWARDS
                                                      ANNUAL COMPENSATION             ------------
                                             --------------------------------------    SECURITIES
                                                                     OTHER ANNUAL      UNDERLYING
NAME AND PRINCIPAL POSITION    FISCAL YEAR   SALARY($)   BONUS($)   COMPENSATION($)    OPTIONS(#)
- ---------------------------    -----------   ---------   --------   ---------------   ------------
<S>                            <C>           <C>         <C>        <C>               <C>
Mark K. Wright...............     1998       $197,917    $ 60,000       $    --              --
  Chief Executive Officer         1997        167,708      50,000            --          90,000
                                  1996(1)          --          --            --         270,000
Karl A. Spangenberg..........     1998        225,000      50,000            --              --
  President and Chief             1997        168,750     125,000        12,522(2)      405,000
  Operating Officer               1996             --          --            --              --
  Joined April 1997
Susan C. Russo...............     1998        175,000      40,000            --              --
  Executive Vice President        1997        169,728       5,000            --         396,000
  Joined January 1997             1996             --          --            --              --
Nancy A. Lazaros.............     1998        105,292      40,000            --          27,000
  Senior Vice President and       1997         53,779       5,000            --          63,000
  Chief Financial Officer         1996             --          --            --              --
  Joined May 1997
</TABLE>
 
- -------------------------
 
(1) Represents the period from our inception on May 26, 1996 through December
    31, 1996.
 
(2) This amount represents reimbursement of relocation expenses.
 
                                       45
<PAGE>   49
 
                       OPTION GRANTS IN FISCAL YEAR 1988
 
     The following table sets forth information regarding stock options granted
during 1998 to the executive officers named in the Summary Compensation Table
above, including the potential realizable value over the 10 year term of the
options based on assumed rates of stock appreciation of 5% and 10%, compounded
annually. These assumed rates of appreciation comply with the rules of the SEC
and do not represent our estimate of future stock price. Actual gains, if any,
on stock option exercises will be dependent on the future performance of our
common stock. In 1998, we granted options to acquire up to an aggregate of
349,200 shares to employees, consultants, directors and other persons having a
business relationship with us, all under the 1996 Plan and all at an exercise
price equal to not less than the fair market value of our common stock on the
date of grant as determined in good faith by the board of directors. Optionees
may pay the exercise price by check, note, delivery of already-owned shares of
our common stock or any other instrument the board will accept. Options under
the 1996 Plan will fully vest upon the completion of this offering.
 
<TABLE>
<CAPTION>
                                        INDIVIDUAL GRANTS
                         -----------------------------------------------   POTENTIAL REALIZABLE
                                       PERCENT                                   VALUE AT
                                       OF TOTAL                               ASSUMED ANNUAL
                         NUMBER OF     OPTIONS                                RATES OF STOCK
                         SECURITIES   GRANTED TO   EXERCISE                 PRICE APPRECIATION
                         UNDERLYING   EMPLOYEES     PRICE                     FOR OPTION TERM
                          OPTIONS     IN FISCAL      PER      EXPIRATION   ---------------------
NAME                     GRANTED(#)    YEAR(%)      SHARE        DATE         5%          10%
- ----                     ----------   ----------   --------   ----------   ---------   ---------
<S>                      <C>          <C>          <C>        <C>          <C>         <C>
Mark K. Wright.........        --         --           --            --          --          --
Karl A. Spangenberg....        --         --           --            --          --          --
Susan C. Russo.........        --         --           --            --          --          --
Nancy A. Lazaros.......    27,000        8.6%       $1.67       7/28/08    $ 28,300    $ 71,718
</TABLE>
 
                                       46
<PAGE>   50
 
               OPTIONS EXERCISED DURING THE LAST FISCAL YEAR AND
                         FISCAL YEAR-END OPTION VALUES
 
     No options were exercised during 1998 by our Chief Executive Officer or any
other of our executive officers. The following table sets forth information
about the number and year-end value of exercisable and unexercisable options
held by the executive officers named in the Summary Compensation Table for the
year ended December 31, 1998. The "Value of Unexercised In-the-Money Options at
December 31, 1998" is based on an assumed initial public offering price of
$     per share, minus the exercise price, multiplied by the number of shares
underlying the option. The value of the options set forth below is based on an
assumed initial public offering price of $     per share, minus the exercise
price, multiplied by the number of shares underlying the option. Under the terms
of the 1996 Stock Option Plan, all of these options become exercisable
immediately upon the consummation of this offering
 
<TABLE>
<CAPTION>
                               NUMBER OF SECURITIES
                                    UNDERLYING                 VALUE OF UNEXERCISED
                               UNEXERCISED OPTIONS             IN-THE-MONEY OPTIONS
                               AT DECEMBER 31, 1998            AT DECEMBER 31, 1998
                           ----------------------------    ----------------------------
NAME                       EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
- ----                       -----------    -------------    -----------    -------------
<S>                        <C>            <C>              <C>            <C>
Mark K. Wright...........    292,500          67,500        $               $
Karl A. Spangenberg......    168,628         236,372
Susan C. Russo...........    185,557         210,443
Nancy A. Lazaros.........     25,727          64,273
</TABLE>
 
- -------------------------
 
STOCK PLANS
 
     1996 Stock Option Plan.  We adopted the 1996 Stock Option Plan in July
1996, and it was amended and restated in August 1997 and January 1998. The
purpose of the plan is to attract, retain and reward directors, officers, key
employees and consultants by offering equity interests in our company. The plan
provides for grants of incentive stock options, within the meaning of Section
422A of the Internal Revenue Code of 1986, and non-qualified stock options. Our
board of directors and shareholders authorized a total of 1,980,000 shares of
common stock for issuance under this plan.
 
     All options granted under this plan shall become immediately exercisable
and vested upon the closing of this offering. As of February 28, 1999, we have
granted options for the purchase of 1,852,740 shares of common stock to
employees, consultants, directors and other persons having a business
relationship with us.
 
     1999 Stock Incentive Plan.  Our board of directors adopted the 1999 Stock
Incentive Plan in March 1999 and it was approved by our shareholders in March
1999. The purpose of the plan is to attract, retain and reward key employees,
consultants and non-employee directors. This plan allows flexibility in the
award of stock based incentive compensation to these people. The plan provides
for grants of incentive stock options, non-qualified stock options, stock
appreciation rights, restricted stock, and other stock-based awards.
 
                                       47
<PAGE>   51
 
     The plan authorizes up to                shares of common stock for
issuance under the plan plus an annual increase to be added on each anniversary
date of the adoption of this plan equal to the lesser of           shares or two
percent of the outstanding shares of our common stock on that anniversary date.
However, no individual may receive options to purchase more than 100,000 shares
of common stock in any fiscal year. Whenever a share of common stock underlying
a stock option is no longer subject to that option, that share of common stock
shall again be available for distribution under the plan.
 
     This plan will be administered by the compensation committee of the board
of directors. The compensation committee will have the authority to:
 
     - select the individuals who may receive the grant for the options;
 
     - determine the number of shares to be covered by each option or other
       awards to be granted; and
 
     - determine the terms and conditions of the option, including the share
       price, vesting schedule and any restrictions or limitations on the
       options.
 
     Grants under the plan may consist of options intended to qualify as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, non-qualified stock options that are not
intended to qualify, stock appreciation rights, restricted stock or other
stock-based awards. Grants can be made to any key employee, consultant and
non-employee director. Incentive stock options may only be granted to our
employees.
 
     The option price for each share of common stock underlying an incentive
stock option shall be at least 100% of the fair market value of the stock at the
date of grant. The option price for non-qualified stock options shall be at
least 85% of the fair market value of the underlying stock at the date of grant.
No incentive stock option shall be exercisable after 10 years from the date of
grant. Options are not transferrable except to members of the optionees'
immediate family or by will or the laws of descent and distribution.
 
     If an optionee's employment terminates because of death, any option held by
the optionee may be exercised to the extent the option was exercisable at the
time of death. This exercise must occur within one year from the date of death
or until the term of the option expires, whichever is shorter.
 
     If an optionee's employment is terminated because of disability, any option
held by the optionee may be exercised to the extent the option was exercisable
at the time of the disability, unless accelerated by the committee. This
exercise must occur within three years from the date of the disability or until
the term of the option expires for non-qualified options and one year from the
date of disability or until the term of the option expires for incentive stock
options, whichever is shorter.
 
     If an optionee's employment terminates because of retirement, any option
held by the optionee may be exercised to the extent the option was exercisable
at the time of the retirement, unless accelerated by the committee. This
exercise must occur within three years from the date of the retirement or until
the term of the option expires for non-qualified options and three months from
the date of the retirement or until the term of the option expires for
investment stock options, whichever is shorter.
 
                                       48
<PAGE>   52
 
     If an optionee's employment is involuntarily terminated without cause, as
that term is defined in the plan, any option held by the optionee may be
exercised to the extent the option was exercisable at the time of termination.
This exercise must occur before the earlier of three months from the date of
termination or the expiration of the option. The compensation committee may
extend the exercise period for six months or until the term of the option
expires whichever is shorter. However, any option that is not exercised within
three months will be treated as a non-qualified stock option.
 
     If an optionee voluntarily terminates employment, any option held by the
optionee may be exercised to the extent the option was exercisable at the time
of termination. This exercise must occur within three months from the date of
termination or until the term of the option expires, whichever is shorter. The
compensation committee may extend the exercise period for six months or until
the term of the option expires, whichever is shorter. However, any option that
is not exercised within three months will be treated as a non-qualified stock
option.
 
     Stock appreciation rights can be granted in connection with all or part of
any stock option granted. They will terminate and no longer be exercisable when
the related stock option terminates. They are only exercisable at the time and
to the extent that the stock options to which they relate are exercisable.
Shares of restricted stock can be issued alone, in addition to or with other
awards granted under the plan. The committee can place limitations on the sale
or transfer of the restricted stock. Other stock-based awards can be granted by
the committee in its discretion. For a description of awards to non-employee
directors, please see "Management -- Compensation of Directors."
 
     The compensation committee can adjust the number of shares reserved for
issuance under the plan if there is a merger, reorganization, consolidation,
recapitalization, extraordinary cash dividend, stock dividend, stock split or
other change in corporate structure. If there is a change in control, any
awarded option shall become fully exercisable and vested. This change of control
can occur if any person or entity acquires more than 50% of the voting power of
our capital stock or if our existing shareholders hold less than 50% of our
outstanding securities after a cash tender or exchange offer, merger or other
business combination, sale of assets or contested election.
 
SEVERANCE AGREEMENTS
 
     We will enter into severance agreements with our executive officers. These
agreements provide for a severance payment to the executive officer if the
executive officer's employment is terminated or job function is changed within
six months of a change in control of our business. This payment will be an
amount equal to six months of the executive's current base salary.
 
                                       49
<PAGE>   53
 
               TRANSACTIONS WITH EXECUTIVE OFFICERS AND DIRECTORS
 
     We are party to an agreement with Gallup under which Gallup provides us
with market research data for the @plan Gutenberg Advertising System and the
@plan Kepler E-Business System. Cal Martin, one of our directors, is a Senior
Vice President of Gallup. This agreement is in effect for one year, commencing
September 6, 1996 and automatically renews for nine successive one-year periods
unless we provide notice of termination within 90 days of any anniversary date.
We also entered into an agreement with Gallup in May 1998, pursuant to which
Gallup provided us with a model of the U.S. population based on census data. We
have paid Gallup a total of $4.0 million from our inception through December 31,
1998 under these agreements. We expect that we will pay to Gallup an additional
$1.8 million under the September 6, 1996 agreement in 1999. There are no further
amounts due under the May 1998 agreement.
 
     Mark K. Wright, our Chief Executive Officer and Chairman of our Board of
Directors, and Gary R. Haynes, one of our directors, were involved in the
founding of our company. On May 31, 1996 we issued 450,000 shares of our common
stock to Mr. Wright and 450,000 shares to Mr. Haynes. As consideration for these
shares, Mr. Wright and Mr. Haynes contributed all of their right, title and
interest in all data, business plans, processes, ideas, trade secrets, software
and other intellectual property concerning the @plan concept and all associated
goodwill.
 
     On July 24, 1996 and March 20, 1997, we sold shares of our Series A
convertible preferred stock in private placement transactions at $1.00 per share
to the following shareholders:
 
     - 200,000 shares to the Southern Venture Fund II, L.P. Donald M. Johnston,
       one of our directors, is a general partner of SV Partners II, L.P., its
       general partner;
 
     - 200,000 shares to Richland Ventures, L.P. W. Patrick Ortale III, one of
       our directors, is a general partner of Richland Partners, its general
       partner;
 
     - 5,000 shares to Mark K. Wright, our Chief Executive Officer and Chairman
       of our Board of Directors;
 
     - 20,000 shares to Gary R. Haynes, one of our directors;
 
     - 10,000 shares to Roger J. Thomson, one of our directors;
 
     - 2,500 shares to Susan C. Russo, one of our executive officers; and
 
     - 500 shares to Karl A. Spangenberg, one of our executive officers.
 
     On October 4, 1996 and March 20, 1997, we sold shares of our Series B
convertible preferred stock in private placement transactions at $2.00 per share
to the following shareholders:
 
     - 900,000 shares to the Southern Venture Fund II, L.P. Donald M. Johnston,
       one of our directors, is a general partner of SV Partners II, L.P., its
       general partner;
 
     - 900,000 shares to Richland Ventures, L.P. W. Patrick Ortale III, one of
       our directors, is a general partner of Richland Partners, its general
       partner;
 
     - 22,500 shares to Mark K. Wright, our Chief Executive Officer and Chairman
       of our Board of Directors;
 
     - 40,000 shares to Gary R. Haynes, one of our directors;
 
     - 50,000 shares to the Gary R. Haynes 1994 Charitable Remainder Unitrust,
       of which Gary R. Haynes, one of our directors, is trustee;
 
                                       50
<PAGE>   54
 
     - 45,000 shares to Roger J. Thomson, one of our directors;
 
     - 11,250 shares to Susan C. Russo, one of our executive officers; and
 
     - 2,250 shares to Karl A. Spangenberg, one of our executive officers.
 
     On January 6, 1998 and August 7, 1998, we sold shares of our Series C
convertible preferred stock in private placement transactions at $3.00 per share
to the following shareholders:
 
     - 166,667 shares to the Southern Venture Fund II, L.P. Donald M. Johnston,
       one of our directors, is a general partner of SV Partners II, L.P., its
       general partner;
 
     - 1,000,000 to Richland Ventures II, L.P. W. Patrick Ortale, III, one of
       our directors, is a general partner of Richland Partners, its general
       partner;
 
     - 425,000 shares to Blue Chip Capital Fund II Limited Partnership. John
       Wyant, one of our directors, is a manager of Blue Chip Venture, Ltd., its
       general partner;
 
     - 75,000 shares to Miami Valley Venture Fund, L.P. John Wyant, one of our
       directors, is a manager of Blue Chip Venture Company of Dayton, Ltd., its
       special limited partner;
 
     - 3,000 shares to Mark K. Wright, our Chief Executive Officer and Chairman
       of our Board of Directors;
 
     - 30,000 shares to Gary R. Haynes, one of our directors;
 
     - 14,000 shares to Roger J. Thomson, one of our directors; and
 
     - 2,000 shares to Karl A. Spangenberg, one of our executive officers.
 
     Each share of preferred stock will convert into 1.8 shares of common stock
upon consummation of this offering. In addition, upon consummation of this
offering, Mark K. Wright, Gary R. Haynes and the holders of our preferred stock
will receive warrants to purchase shares of common stock equal to 8% of the
number of shares sold in this offering, including any shares sold in the
over-allotment. The price to exercise these warrants will be equal to the
initial offering price per share set forth on the cover page of this prospectus.
Mark K. Wright and Gary R. Haynes will each receive 12.5% of the warrants for
their involvement in founding our company. The preferred shareholders, including
Mark K. Wright and Gary R. Haynes, shall receive their pro rata portion of the
remaining 75% of the warrants. These warrants are exercisable for seven years.
The warrants and the shares of each series of preferred stock are entitled to
registration rights following this offering. For a complete description of these
registration rights, please see "Description of Capital Stock -- Registration
Rights."
 
     In June 1997, we made an unsecured loan in the amount of $160,000 to Karl
A. Spangenberg, our President and Chief Operating Officer. The loan accrued
interest of approximately $1,250 and was repaid in full in August 1997.
 
     We believe that all of these transactions were made on terms as favorable
to us as we would have received from unaffiliated third parties. Any future
transactions between us and our officers, directors and principal shareholders
and their affiliates will be approved by a majority of the board of directors,
including a majority of the independent and non-interested directors. These
future transactions will be on terms as favorable to us as we could receive from
unaffiliated third parties.
 
                                       51
<PAGE>   55
 
                             PRINCIPAL SHAREHOLDERS
 
     The following table sets forth information with respect to the beneficial
ownership of our common stock as of February 28, 1999, and as adjusted to
reflect the sale of the shares of common stock offered in this offering, by: (1)
each person who owns beneficially more than 5% of our common stock; (2) each of
our executive officers and directors; and (3) all of our executive officers and
directors as a group. The address of all the beneficial owners, unless otherwise
noted, is Three Landmark Square, Suite 400, Stamford, Connecticut 06901.
 
<TABLE>
<CAPTION>
                                                   SHARES BENEFICIALLY OWNED(1)
                                             ----------------------------------------
                                              PRIOR TO OFFERING      AFTER OFFERING
                                             --------------------   -----------------
NAME OF BENEFICIAL OWNER                     NUMBER(2)    PERCENT        PERCENT
- ------------------------                     ---------    -------   -----------------
<S>                                          <C>          <C>       <C>
Entities associated with Richland
  Ventures.................................  3,780,000(4)    44.7%
  W. Patrick Ortale, III...................  3,805,000(5)    44.9
Southern Venture Fund II, L.P..............  2,305,000(6)    27.2
  Donald M. Johnston.......................  2,305,000(6)    27.2
Entities associated with Blue Chip Venture
  Company..................................    900,000(7)    10.7
  John H. Wyant............................    925,000(8)    10.9
Mark K. Wright.............................    864,900(9)     9.8
Karl A. Spangenberg........................    413,550(10)    4.7
Susan C. Russo.............................    420,750(11)    4.8
Nancy A. Lazaros...........................     90,000(12)    1.1
Gary R. Haynes.............................    727,000(13)    8.6
Calvin A. Martin...........................     79,000(14)      *
Roger J. Thomson...........................    149,200(15)    1.8
All executive officers and directors as a
  group (10 persons).......................  9,779,400(16)   93.6
</TABLE>
 
- -------------------------
  *  Less than one percent
 
 (1) Percentage ownership is based on 8,448,600 shares outstanding as of
     February 28, 1999. Shares of common stock subject to options currently
     exercisable or exercisable within 60 days of February 28, 1999 are deemed
     outstanding for the purpose of computing the percentage ownership of the
     person holding the options but are not deemed outstanding for computing the
     percentage ownership of any other person. Unless otherwise indicated below,
     the persons and entities named in the table have sole voting and sole
     investment power with respect to all shares beneficially owned.
 
 (2) Includes 7,541,400 shares of common stock issuable upon conversion of our
     convertible preferred stock upon consummation of this offering. The
     convertible preferred stock converts at a ratio of 1.8 for 1.
 
 (3) Assumes the underwriters' over-allotment is not exercised.
 
 (4) Represents 1,980,000 shares that are held by Richland Ventures, L.P. and
     1,800,000 shares that are held by Richland Ventures II, L.P. The address of
     the shareholder is 200 31st Avenue North, Suite 200, Nashville, Tennessee
     37203-1205.
 
                                       52
<PAGE>   56
 
 (5) Represents 1,980,000 shares that are held by Richland Ventures, L.P. and
     1,800,000 shares that are held by Richland Ventures II, L.P. Mr. Ortale is
     a general partner of Richland Partners and Richland Partners II, their
     general partners. Mr. Ortale disclaims beneficial ownership of the shares
     held by these entities except to the extent of his pecuniary interest
     therein. Also represents 25,000 shares subject to options to be granted to
     Mr. Ortale upon consummation of this offering which will be immediately
     exercisable and vested upon grant.
 
 (6) All of these shares are held by Southern Venture Fund II, L.P. Mr. Johnston
     is a general partner of SV Partners II, L.P., its general partner. Also
     represents 25,000 shares subject to options to be granted to Mr. Johnston
     upon consummation of this offering which will be immediately exercisable
     and vested upon grant and which will be transferred to Southern Venture
     Fund II, L.P. Mr. Johnston disclaims beneficial ownership of the shares
     held by Southern Venture Fund II, L.P. except to the extent of his
     pecuniary interest therein. The address of the shareholder is 310 25th
     Avenue North, Suite 105, Nashville, Tennessee 37203.
 
 (7) Represents 765,000 shares that are held by Blue Chip Capital Fund II
     Limited Partnership and 135,000 shares that are held by Miami Valley
     Venture Fund, L.P. The address of the shareholder is 2000 PNC Center, 201
     E. 5th Street, Cincinnati, Ohio 45202.
 
 (8) Represents 765,000 shares that are held by Blue Chip Capital Fund II
     Limited Partnership and 135,000 shares that are held by Miami Valley
     Venture Fund, L.P. Mr. Wyant is a manager of their general partner and
     special limited partner, respectively. Mr. Wyant disclaims beneficial
     ownership of the shares held by these entities except to the extent of his
     pecuniary interest therein. Also represents 25,000 shares subject to
     options to be granted to Mr. Wyant upon consummation of this offering which
     will be immediately exercisable and vested upon grant.
 
 (9) Includes options for 360,000 shares of common stock which will be
     immediately exercisable and vested upon consummation of this offering.
 
(10) Includes options for 405,000 shares of common stock which will be
     immediately exercisable and vested upon consummation of this offering.
 
(11) Includes options for 396,000 shares of common stock which will be
     immediately exercisable and vested upon consummation of this offering.
 
(12) Includes options for 90,000 shares of common stock which will be
     immediately exercisable and vested upon consummation of this offering.
 
(13) Includes 90,000 shares held by the Gary R. Haynes 1994 Charitable Remainder
     Unitrust, of which Mr. Haynes is trustee, and 25,000 shares subject to
     options to be granted to Mr. Haynes upon consummation of this offering
     which will be immediately exercisable and vested upon grant.
 
(14) Includes options for 54,000 shares of common stock which will be
     immediately exercisable and vested upon consummation of this offering and
     25,000 shares subject to options to be granted to Mr. Martin upon
     consummation of this offering which will be immediately exercisable and
     vested upon grant.
 
(15) Includes 25,000 shares subject to options to be granted upon consummation
     of this offering which will be immediately exercisable and vested upon
     grant.
 
(16) Includes 1,455,000 shares subject to options that will be immediately
     exercisable and vested upon consummation of this offering.
 
                                       53
<PAGE>   57
 
                          DESCRIPTION OF CAPITAL STOCK
 
     The following description of our capital stock and certain provisions of
our charter and bylaws are only summaries and are qualified by reference to our
charter and bylaws filed as exhibits to the registration statement of which this
prospectus is a part. Our authorized capital stock consists of 50,000,000 shares
of common stock, no par value per share, and 10,000,000 shares of preferred
stock, no par value per share. As of February 28, 1999, there were 907,200
shares of common stock outstanding held of record by three shareholders, 448,000
shares of Series A convertible preferred stock outstanding held of record by
eight shareholders, 2,016,000 shares of Series B convertible preferred stock
outstanding held of record by nine shareholders and 1,725,667 shares of Series C
convertible preferred stock outstanding held of record by nine shareholders.
Each of the shares of preferred stock outstanding prior to this offering will
automatically convert into 1.8 shares of common stock upon consummation of this
offering.
 
COMMON STOCK
 
     Holders of the common stock are entitled to receive, when and if declared
by the board of directors, dividends and other distributions in cash, stock or
property from our assets or funds legally available for those purposes subject
to any dividend preferences that may be attributable to preferred stock. Holders
of common stock are entitled to one vote for each share held of record on all
matters on which shareholders may vote. Holders of common stock are not entitled
to cumulative voting for the election of directors.
 
     There are no preemptive, conversion, redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are fully
paid and non-assessable. In the event of our liquidation, dissolution or winding
up, holders of common stock are entitled to share ratably in the assets
available for distribution.
 
     After this offering there will be           shares of common stock
outstanding. This number includes 907,200 shares of common stock currently
outstanding,           shares to be issued in this offering and 7,541,400 shares
issuable upon conversion of our preferred stock.
 
PREFERRED STOCK
 
     Before this offering, there were 4,189,667 shares of preferred stock
outstanding. Each of these shares will be converted into 1.8 shares of common
stock upon consummation of the offering. After this conversion, our board of
directors, without further action by the shareholders, is authorized to issue an
aggregate of 10,000,000 shares of preferred stock. Currently, we have no plans
to issue a new series of preferred stock. Our board of directors may, without
shareholder approval, issue preferred stock with dividend rates, redemption
prices, preferences on liquidation or dissolution, conversion rights, voting
rights and any other preferences, which rights and preferences could adversely
affect the voting power of the holders of common stock. Issuance of preferred
stock could make it harder for a third party to acquire, or could discourage or
delay a third party from acquiring, a majority of our outstanding stock.
 
                                       54
<PAGE>   58
 
     The 4,189,667 shares of preferred stock currently outstanding have
preemptive rights. These preemptive rights will continue following the
conversion of the preferred shares into 7,541,400 shares of common stock.
 
REGISTRATION RIGHTS
 
     After the consummation of the offering, the holders of warrants to purchase
               shares of common stock or their transferees, and holders of
7,541,400 shares of common stock issuable upon conversion of the preferred stock
will have registration rights with respect to those securities. These rights are
described in a shareholders agreement between us and the holders of those
securities. The agreement provides for registration rights upon the demand of
the holders of at least 51% of the outstanding shares of our preferred stock. In
addition, pursuant to that agreement, the holders are entitled, subject to some
limitations, to require us to include their securities in future registration
statements we file under the Securities Act of 1933, referred to as piggyback
registration rights. The holders of those securities also are entitled, subject
to some limitations, to require us to register their securities on a
registration statement on Form S-3 once we are eligible to use a Form S-3 in
connection with registrations. However, holders of these shares will be
restricted from exercising these rights until 180 days after the date of this
prospectus. Registration of shares of common stock by the exercise of these
demand registration rights, piggyback registration rights or S-3 registration
rights under the Securities Act of 1933 would result in these shares becoming
freely tradable without restriction under the Securities Act of 1933 immediately
upon the effectiveness of such registration. Please see "Risk
Factors -- Substantial sales of our common stock may depress our stock price"
and "Shares Eligible for Future Sale."
 
CLASSIFIED BOARD OF DIRECTORS
 
     Immediately prior to the effectiveness of this offering, our board of
directors will be divided into three classes of directors serving staggered
three-year terms. As a result, approximately one-third of the board of directors
will be elected each year. This provision, along with the provision authorizing
the board of directors to fill vacant directorships or increase the size of the
board of directors, may deter a shareholder from removing incumbent directors
and gaining control of the board of directors by filling vacancies created by
the removal with its own nominees.
 
SHAREHOLDER ACTION; SPECIAL MEETING OF SHAREHOLDERS
 
     The charter that will become effective immediately prior to the
effectiveness of this offering states that shareholders may not take action by
written consent, but only at duly called annual or special meetings of
shareholders. The charter also provides that special meetings of shareholders
may be called only by the chairman of the board of directors or by a majority of
the board of directors.
 
ADVANCE NOTICE REQUIREMENTS FOR SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
 
     The bylaws provide that shareholders must provide timely notice in writing
to bring business before an annual meeting of shareholders or to nominate
candidates for election as directors at an annual meeting of shareholders. To be
timely notice for an annual meeting, a shareholders's notice must be delivered
to or mailed and received at our principal executive officers at least 120 days
before the first anniversary of the date our notice of annual meeting was
provided for the previous
 
                                       55
<PAGE>   59
 
year's annual meeting of shareholders. If no annual meeting of shareholders was
held in the previous year or the date of the annual meeting of shareholders has
been changed to be more than 30 calendar days earlier than or 60 calendar days
after that anniversary, notice by the shareholder, to be timely, must be
received at least 60 days but no more than 90 days before the annual meeting of
shareholders or the close of business on the 10th day following the date on
which notice of the date of the meeting is given to shareholders or made public,
whichever first occurs. To be timely notice for a special meeting, a
shareholder's notice must be delivered to us by the close of business 10 days
after notice of the meeting is given to shareholders. The bylaws also specify
requirements as to the form and content of a shareholders' notice. These
provisions may keep shareholders from bringing matters before an annual meeting
of shareholders or from making nominations for directors at an annual meeting of
shareholders.
 
AUTHORIZED BUT UNISSUED SHARES
 
     The authorized but unissued shares of common stock and preferred stock are
available for future issuance without shareholder approval. These additional
shares may be used for a variety of corporate purposes, including future public
offerings to raise additional capital, corporate acquisitions and employee
benefit plans. The existence of authorized but unissued shares of common stock
and preferred stock could make it harder or discourage an attempt to obtain
control of us by a proxy contest, tender offer, merger or otherwise.
 
TENNESSEE ANTI-TAKEOVER LAW AND CHARTER AND BYLAW PROVISIONS THAT MAY HAVE AN
  ANTI-TAKEOVER EFFECT
 
     Provisions in our charter, bylaws and Tennessee law could make it harder
for someone to acquire us through a tender offer, proxy contest or otherwise.
 
     The Tennessee Business Combination Act (the "Combination Act") provides
that a party owning 10% or more of the stock in a "resident domestic
corporation" is an "interested shareholder." An interested shareholder cannot
engage in a business combination with the resident domestic corporation unless
the combination:
 
     - takes place at least five years after the interested shareholder first
       acquired 10% or more of the resident domestic corporation; and
 
     - either is approved by at least two-thirds of the non-interested voting
       shares of the resident domestic corporation or satisfies certain fairness
       conditions specified in the Combination Act.
 
     These provisions apply unless one of two events occurs:
 
     - a business combination with an entity can proceed without delay when
       approved by the target corporation's board of directors before that
       entity becomes an interested shareholder, or
 
     - the resident corporation may enact a charter amendment or bylaw to remove
       itself entirely from the Combination Act. This charter or bylaw amendment
       must be approved by a majority of the shareholders who have held shares
       for more than one year before the vote. In addition, the charter
       amendment or bylaw cannot become operative until two years after the
       vote. An interested shareholder, for purposes of the Combination Act, is
       any person who is an
 
                                       56
<PAGE>   60
 
       affiliate or associate of the corporation, or the beneficial owner,
       directly or indirectly, of 10% or more of the outstanding voting shares
       of the corporation.
 
     The Tennessee Greenmail Act prohibits us from purchasing or agreeing to
purchase any of our securities, at a price higher than fair market value, from a
holder of 3% or more of any class of our securities who has beneficially owned
the securities for less than two years. We can make this purchase if the
majority of the outstanding shares of each class of voting stock issued by us
approves the purchase or we make an offer of at least equal value per share to
all holders of shares of that class.
 
     The effect of the above may make a change of control of our business harder
by delaying, deferring or preventing a tender offer or takeover attempt that you
might consider to be in your best interest. This includes those attempts that
might result in the payment of a premium over the market price for your shares.
They may also promote the continuity of our management by making it harder for
you to remove or change the incumbent members of the board of directors.
 
LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
 
     Our charter provides that, to the fullest extent permitted by the Tennessee
Business Corporation Act (the "TBCA"), a director will not be liable to us or
our shareholders for monetary damages for breach of his or her fiduciary duty as
a director. Under the TBCA, directors have a fiduciary duty which is not
eliminated by this provision in our charter. In some circumstances, equitable
remedies such as injunctive or other forms of nonmonetary relief will remain
available. In addition, each director will continue to be subject to liability
under the TBCA for:
 
     - breach of the director's duty of loyalty;
 
     - acts or omissions which are found by a court of competent jurisdiction to
       be not in good faith or knowing violations of law;
 
     - actions leading to improper personal benefit to the director; and
 
     - payment of dividends that are prohibited by the TBCA.
 
This charter provision does not affect the directors' responsibilities under any
other laws, such as the Federal securities laws or state or Federal
environmental laws.
 
     The TBCA provides that a corporation may indemnify any director or officer
against liability incurred in connection with a proceeding if the director or
officer acted in good faith or reasonably believed, in the case of conduct in
his or her official capacity with the corporation, that the conduct was in the
corporation's best interest. In all other civil cases, a corporation may
indemnify a director or officer who reasonably believed that his or her conduct
was not opposed to the best interest of the corporation. In connection with any
criminal proceeding, a corporation may indemnify any director or officer who had
no reasonable cause to believe that his or her conduct was unlawful.
 
     In actions brought by or in the right of the corporation, however, the TBCA
does not allow indemnification if the director or officer is adjudged to be
liable to the corporation. Similarly, the TBCA prohibits indemnification of a
director or officer if the director or officer is adjudged liable in a
proceeding because a personal benefit was improperly received.
 
                                       57
<PAGE>   61
 
     In cases when the director or officer is wholly successful, on the merits
or otherwise, in the defense of any proceeding brought because of his or her
status as a director or officer of a corporation, the corporation must indemnify
the director or officer against reasonable expenses incurred in the proceeding.
Notwithstanding the foregoing, the TBCA provides that a court may order a
corporation to indemnify a director or officer for reasonable expense if, in
consideration of all relevant circumstances, the court determines that the
individual is fairly and reasonably entitled to indemnification, whether or not
the standard of conduct set forth above was met.
 
     Our bylaws provide that we shall indemnify and advance expenses to our
directors and officers to the fullest extent permitted by the TBCA. We also
intend to maintain insurance to protect any director or officer against any
liability and to enter into indemnification agreements to create a contractual
obligation to indemnify our directors and officers. These agreements, among
other things, indemnify our directors and officers for some expenses, including
attorneys' fees and associated legal expenses, judgments and fines and amounts
paid in settlement, actually and reasonably incurred by any of these persons in
any action, suit or proceeding arising out the person's services as our director
or officer. We believe that these provisions and agreements are necessary to
attract and retain qualified directors and officers.
 
TRANSFER AGENT AND REGISTRAR
 
     The Transfer Agent and Registrar for our common stock is First Union
National Bank. Its address is 1525 West WT Harris Blvd., 3C3, Charlotte, North
Carolina 28288-1153, and its telephone number at this location is (800)
829-8432.
 
                                       58
<PAGE>   62
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
     Sales of substantial amounts of our common stock in the public market after
the offering could adversely affect the market price of our common stock and our
ability to raise equity capital in the future on terms favorable to us.
 
     After the offering,                shares of our common stock will be
outstanding, assuming that the underwriters do not exercise the over-allotment
option. Of these shares, all of the                shares sold in this offering
will be freely tradable without restriction or further registration under the
Securities Act, unless these shares are purchased by "affiliates" as that term
is defined in Rule 144 under the Securities Act. The remaining shares of common
stock held by existing shareholders 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 under Rules 144 or 701 under the Securities Act, which rules are
summarized below.
 
     The following table shows approximately when the           shares of our
common stock that are not being sold in this offering but which will be
outstanding when this offering is complete will be eligible for sale in the
public market:
 
<TABLE>
<CAPTION>
               ELIGIBILITY OF RESTRICTED SHARES
                 FOR SALE IN THE PUBLIC MARKET
- ---------------------------------------------------------------
<S>                                            <C>
    At effective date                                 0
- ---------------------------------------------------------------
    180 days after the effective date
</TABLE>
 
     Most of the restricted shares that will become available for sale in the
public market starting 180 days after the effective date will be subject to
volume and other resale restrictions under Rule 144 because the holders are our
affiliates.
 
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 is entitled to sell, within any three-month
period, a number of shares that is not more than 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 before a notice of the
       sale on Form 144 is filed.
 
     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 before a sale, and who has
beneficially owned the restricted shares for at least two years, is entitled to
sell the shares without complying with the manner of sale, public information,
volume limitation or notice provisions of Rule 144.
 
                                       59
<PAGE>   63
 
RULE 701
 
     In general, under Rule 701 of the Securities Act as currently in effect,
any of our employees, consultants or advisors who purchase shares from us under
a stock option plan or other written agreement can resell those shares 90 days
after the effective date of this offering in reliance on Rule 144, but without
complying with certain restrictions, including the holding period, contained in
Rule 144. All of the options issued under our 1996 Stock Option Plan will become
immediately vested and exercisable upon consummation of this offering and will
be able to be resold after the 90 day period, subject to any lock-up agreements.
 
LOCK-UP AGREEMENTS
 
     All of our executive officers, directors, shareholders and optionees who
will hold an aggregate of           shares of our common stock after this
offering will sign lock-up agreements under which they will agree 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
Hambrecht & Quist.
 
REGISTRATION RIGHTS
 
     Upon completion of this offering, the holders of 7,541,400 shares of our
common stock and warrants to purchase                shares of our common stock
will be entitled to rights with respect to the registration of their shares
under the Securities Act. Please see "Description of Capital
Stock -- Registration Rights" for a more detailed description of these
registration rights. After registration, these shares will become freely
tradeable without restriction under the Securities Act. Any sales of securities
by these shareholders could have a material adverse effect on the trading price
of our common stock.
 
STOCK OPTIONS
 
     Immediately after this offering we intend to file a registration statement
under the Securities Act covering                shares of common stock reserved
for issuance under our stock option plans. Each year as the number of shares
reserved for issuance under our 1999 Stock Incentive Plan increases, we will
file an amendment to the registration statement covering the additional shares.
As of February 28, 1999, options to purchase 1,852,740 shares of common stock
were issued and outstanding. When the lock-up agreements described above expire,
all 1,852,740 shares of common stock will be subject to vested options (based on
options outstanding as of February 28, 1999). This 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 that
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.
 
WARRANTS
 
     Upon consummation of the initial public offering, Mark K. Wright, Gary R.
Haynes and all of the holders of our preferred stock will receive warrants to
 
                                       60
<PAGE>   64
 
purchase a number of shares of common stock equal to 8% of the number of shares
sold in this offering, including any shares sold in the over-allotment. The
price to exercise these warrants will be equal to the initial offering price per
share set forth on the cover page of this prospectus. Mark K. Wright and Gary R.
Haynes will each receive 12.5% of the warrants. Preferred shareholders,
including Mark K. Wright and Gary R. Haynes, will receive their pro rata portion
of the remaining 75% of the warrants. These warrants are exercisable for seven
years and are entitled to registration rights.
 
                                       61
<PAGE>   65
 
                                  UNDERWRITING
 
     Subject to the terms and conditions of the Underwriting Agreement, the
underwriters named below, through their representatives, Hambrecht & Quist, LLC,
Bear, Stearns & Co. Inc. and First Union Capital Markets Corp., have severally
agreed to purchase from us the following respective numbers of shares of common
stock:
 
<TABLE>
<CAPTION>
                                                               NUMBER OF
                           NAME                                 SHARES
                           ----                                ---------
<S>                                                            <C>
Hambrecht & Quist LLC......................................
Bear, Stearns & Co. Inc....................................
First Union Capital Markets Corp...........................
 
                                                               --------
     Total.................................................
                                                               ========
</TABLE>
 
     The Underwriting Agreement provides that the obligations of the
underwriters are subject to certain conditions precedent, including the absence
of any material adverse change in our business and the receipt of certain
certificates, opinions and letters from us, our counsel and the independent
auditors. The nature of the underwriters' obligation is such that they are
committed to purchase all shares of common stock offered hereby if any shares
are purchased.
 
     The following tables show the per share and total underwriting discounts
and commissions we will pay to the underwriters. These amounts are shown
assuming both no exercise and full exercise of the underwriters' over-allotment
option to purchase additional shares.
 
              UNDERWRITING DISCOUNTS AND COMMISSIONS PAYABLE BY US
 
<TABLE>
<CAPTION>
                                             WITH                      WITHOUT
                                    OVER-ALLOTMENT EXERCISE    OVER-ALLOTMENT EXERCISE
                                    -----------------------    -----------------------
<S>                                 <C>                        <C>
Per Share.........................          $                          $
Total.............................          $                          $
</TABLE>
 
     We estimate that the total expenses of this offering, excluding
underwriting discounts and commissions, will be approximately $       .
 
     The underwriters propose to offer the shares of common stock directly to
the public at the initial public offering price set forth on the cover page of
this prospectus and to certain dealers at such price less a concession not in
excess of $     per share. The underwriters may allow and the dealers may
reallow a concession not in excess of $     per share to certain other dealers.
After the initial public offering of the shares, the offering price and other
selling terms may be changed by the underwriters. The representatives have
informed us that the underwriters do not intend to confirm discretionary sales
of more than 5% of the shares of common stock offered in this offering.
 
     We have granted to the underwriters an option, exercisable no later than 30
days after the date of this prospectus, to purchase up to
additional
 
                                       62
<PAGE>   66
 
shares of common stock at the initial public offering price, less the
underwriting discount set forth on the cover page of this prospectus. To the
extent that the underwriters exercise this option, each of the underwriters will
have a firm commitment to purchase approximately the same percentage thereof
which the number of shares of common stock to be purchased by it shown in the
above table bears to the total number of shares of common stock offered hereby.
We will be obligated, pursuant to the option, to sell shares to the underwriters
to the extent the option is exercised. The underwriters may exercise this option
only to cover over-allotments made in connection with the sale of shares of
common stock offered hereby.
 
     The offering of the shares is made for delivery when, as and if accepted by
the underwriters and subject to prior sale and withdrawal, cancellation or
modification of the offering without notice. The underwriters reserve the right
to reject an order for the purchase of shares in whole or in part.
 
     We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act, and to contribute to payments
the underwriters may be required to make in respect thereof.
 
     Our shareholders, including executive officers and directors, and optionees
who will own in the aggregate                shares of common stock after the
offering, have agreed not to, without the prior written consent of Hambrecht &
Quist LLC, offer, sell or otherwise dispose of any shares of common stock,
options or warrants to acquire shares of common stock or securities exchangeable
for or convertible into shares of common stock owned by them during the 180-day
period following the date of this prospectus. We have agreed that we will not,
without the prior written consent of Hambrecht & Quist LLC, offer, sell or
otherwise dispose of any shares of common stock, options or warrants to acquire
shares of common stock or securities exchangeable for or convertible into shares
of common stock during the 180-day period following the date of this prospectus,
except that we may issue shares upon the exercise of options granted prior to
the date hereof, and may grant additional options under our stock option plans,
provided that, without the prior written consent of Hambrecht & Quist LLC, the
additional options shall not be exercisable during that period.
 
     Prior to this offering, there has been no public market for the common
stock. The initial public offering price for the common stock will be determined
by negotiation among us and the representatives of the underwriters. Among the
factors to be considered in determining the initial public offering price are
prevailing market and economic conditions, our revenues and earnings, market
valuations of other companies engaged in activities similar to ours, estimates
of our business potential and our prospects, the present state of our business
operations, our management and other factors deemed relevant.
 
     Certain persons participating in this offering may over-allot or effect
transactions which stabilize, maintain or otherwise affect the market price of
the common stock at levels above those which might otherwise prevail in the open
market, including by entering stabilizing bids, effecting syndicate covering
transactions or imposing penalty bids. A stabilizing bid means the placing of
any bid or effecting of any purchase, for the purpose of pegging, fixing or
maintaining the price of the common stock. A syndicate covering transaction
means the placing of any bid on behalf of the underwriting syndicate or the
effecting of any purchase to reduce a short position
 
                                       63
<PAGE>   67
 
created in connection with the offering. A penalty bid means an arrangement that
permits the underwriters to reclaim a selling concession from a syndicate member
in connection with the offering when shares of common stock sold by the
syndicate member are purchased in syndicate covering transactions. Such
transactions may be effected on the Nasdaq National Market, in the
over-the-counter market, or otherwise. This stabilizing, if commenced, may be
discontinued at any time.
 
                                 LEGAL MATTERS
 
     The validity of the common stock offered by this prospectus will be passed
upon for us by Bass, Berry & Sims PLC, Nashville, Tennessee. Certain legal
matters in connection with this offering will be passed upon for the
underwriters by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo
Alto, California.
 
                                    EXPERTS
 
     The audited financial statements and schedules included in this prospectus
and elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
 
               CHANGE IN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
     Our board of directors has selected Arthur Andersen LLP to serve as
independent auditors for the current fiscal year. Arthur Andersen LLP has served
as our independent auditors since November 11, 1998. On November 11, 1998, we
replaced Kraft Bros, Esstman Patton & Harrell, PLLC as our independent
accountants. Kraft Bros' reports on the financial statements for the years ended
December 31, 1996 and 1997 did not contain any adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principle. The decision to change independent accountants was
approved by the board of directors. During the years ended December 31, 1996 and
1997 and through November 11, 1998 there were no reportable events, as defined
in regulations of the Securities and Exchange Commission, or disagreements with
Kraft Bros on any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure. Prior to retraining Arthur
Andersen LLP, we had not consulted with Arthur Andersen LLP regarding accounting
principles.
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
     We filed with the Securities and Exchange Commission a Registration
Statement on Form S-1 under the Securities Act of 1933, that registers the
shares of common stock offered hereby. This prospectus does not contain all of
the information set forth in the Registration Statement and the exhibits and
schedule filed with the Registration Statement. For more information about us
and the common stock offered hereby, you should review the Registration
Statement and the exhibits and schedule filed with the Registration Statement.
Statements contained in this prospectus regarding the contents of any contract
or any other document to which reference is made are not necessarily complete,
and, in each instance, you should review the copy of such contract or other
document filed as an exhibit to the Registration Statement. A copy of the
Registration Statement and the exhibits and
 
                                       64
<PAGE>   68
 
schedule filed with the Registration Statement may be inspected and copied at
the following location of the Securities and Exchange Commission:
 
                             PUBLIC REFERENCE ROOM
                             450 FIFTH STREET, N.W.
                             WASHINGTON, D.C. 20549
 
You may also obtain copies of all or any part of the Registration Statement from
that office at prescribed rates. Please call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information on the operation of the
public reference room. The Securities and Exchange Commission maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Securities
and Exchange Commission. The address of the site is http://www.sec.gov.
 
                                       65
<PAGE>   69
 
                         INDEX TO FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
@PLAN.INC
  Report of Independent Public Accountants..................   F-2
  Balance Sheets as of December 31, 1997 and 1998...........   F-3
  Statements of Operations for the period from inception
     (May 29, 1996) to December 31, 1996 and for the years
     ended December 31, 1997 and 1998.......................   F-4
  Statements of Shareholders' Equity (Deficit) for the
     period from inception (May 29, 1996) to December 31,
     1996 and for the years ended December 31, 1997 and
     1998...................................................   F-5
  Statements of Cash Flows for the period from inception
     (May 29, 1996) to December 31, 1996 and for the years
     ended December 31, 1997 and 1998.......................   F-6
  Notes to Financial Statements.............................   F-7
</TABLE>
 
                                       F-1
<PAGE>   70
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Shareholders of @plan.inc:
 
     We have audited the accompanying balance sheets of @plan.inc (a Tennessee
corporation) as of December 31, 1998 and 1997, and the related statements of
operations, shareholders' equity (deficit) and cash flows for the years then
ended and for the period from inception (May 29, 1996) to December 31, 1996.
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 @plan.inc as of December 31,
1998 and 1997, and the results of its operations and its cash flows for the
years then ended and for the period from inception to December 31, 1996, in
conformity with generally accepted principles.
 
                                          /s/ ARTHUR ANDERSEN LLP
 
New York, New York
March 11, 1999
 
                                       F-2
<PAGE>   71
 
                                   @PLAN.INC
 
                                 BALANCE SHEETS
                           DECEMBER 31, 1997 AND 1998
 
<TABLE>
<CAPTION>
                                                          1997          1998
                                                       -----------   -----------
<S>                                                    <C>           <C>
ASSETS
Current Assets:
  Cash and cash equivalents..........................  $   832,338   $ 3,682,576
  Accounts receivable, net of allowance of $0 and
     $80,000, respectively:
       Billed........................................      354,626     1,440,693
       Unbilled......................................       91,355       245,310
  Prepaid expenses...................................       37,838       101,208
                                                       -----------   -----------
          Total current assets.......................    1,316,157     5,469,787
Property and equipment, net..........................      109,618       117,641
Software development costs, net......................       66,634       375,278
Other assets.........................................       66,766        63,775
                                                       -----------   -----------
     Total assets....................................  $ 1,559,175   $ 6,026,481
                                                       ===========   ===========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
  Accounts payable...................................  $    82,974   $   254,223
  Accrued liabilities................................      140,013       375,411
  Deferred revenue...................................      366,953     1,124,082
                                                       -----------   -----------
     Total current liabilities.......................      589,940     1,753,716
Mandatory redeemable convertible preferred stock:
  Series A, no par value, 500,000 shares authorized:
     448,000 shares issued and outstanding...........      431,876       431,876
  Series B, no par value, 2,250,000 shares
     authorized: 2,016,000 shares issued and
     outstanding.....................................    4,011,935     4,011,935
  Series C, no par value, 1,725,667 shares
     authorized: no and 1,725,667 shares issued and
     outstanding, respectively.......................           --     5,138,991
                                                       -----------   -----------
     Total mandatory redeemable convertible preferred
       stock.........................................    4,443,811     9,582,802
Shareholders' equity (deficit):
  Preferred Stock, no par value, 5,524,333 shares
     authorized; no shares issued and outstanding....           --            --
  Common stock, no par value, 50,000,000 shares
     authorized; 900,000 and 907,200 shares issued
     and outstanding, respectively...................            1         8,001
  Additional paid-in capital.........................           --        27,418
  Accumulated deficit................................   (3,474,577)   (5,345,456)
                                                       -----------   -----------
     Total shareholders' equity (deficit)............   (3,474,576)   (5,310,037)
                                                       ===========   ===========
     Total liabilities and shareholders' equity
       (deficit).....................................  $ 1,559,175   $ 6,026,481
                                                       ===========   ===========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       F-3
<PAGE>   72
 
                                   @PLAN.INC
 
                            STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                         PERIOD FROM
                                          INCEPTION              YEAR ENDED
                                      (MAY 29, 1996) TO         DECEMBER 31,
                                        DECEMBER 31,      -------------------------
                                            1996             1997          1998
                                      -----------------   -----------   -----------
<S>                                   <C>                 <C>           <C>
Revenues............................      $      --       $   422,401   $ 3,108,356
Costs and expenses:
  Product costs.....................        487,239         1,744,366     2,360,042
  Selling and marketing.............             --           819,043     1,713,080
  General and administrative........        190,766           753,299     1,084,698
                                          ---------       -----------   -----------
  Total costs and expenses..........        678,005         3,316,708     5,157,820
                                          ---------       -----------   -----------
Loss from operations................       (678,005)       (2,894,307)   (2,049,464)
Interest income.....................         17,367            80,368       191,804
                                          ---------       -----------   -----------
  Net loss before income taxes......       (660,638)       (2,813,939)   (1,857,660)
Income tax provision................             --                --        13,219
                                          ---------       -----------   -----------
  Net loss..........................      $(660,638)      $(2,813,939)  $(1,870,879)
                                          =========       ===========   ===========
Basic and diluted loss per share....      $   (0.73)      $     (3.13)  $     (2.07)
                                          =========       ===========   ===========
Weighted average shares
  outstanding.......................        900,000           900,000       901,993
                                          =========       ===========   ===========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
                                       F-4
<PAGE>   73
 
                                   @PLAN.INC
 
                  STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
           PERIOD FROM INCEPTION (MAY 29, 1996) TO DECEMBER 31, 1998
 
<TABLE>
<CAPTION>
                           COMMON STOCK     ADDITIONAL
                         ----------------    PAID-IN     ACCUMULATED   TOTAL SHAREHOLDERS'
                         SHARES    AMOUNT    CAPITAL       DEFICIT      EQUITY (DEFICIT)
                         -------   ------   ----------   -----------   -------------------
<S>                      <C>       <C>      <C>          <C>           <C>
Balances, May 29, 1996
  (Inception)..........       --   $  --     $    --     $       --        $        --
Issuance of common
  stock to founders....  900,000       1          --             --                  1
Net loss for the
  period...............       --      --          --       (660,638)          (660,638)
                         -------   ------    -------     -----------       -----------
Balances, December 31,
  1996.................  900,000       1          --       (660,638)          (660,637)
Net loss...............       --      --          --     (2,813,939)        (2,813,939)
                         -------   ------    -------     -----------       -----------
Balances, December 31,
  1997.................  900,000       1          --     (3,474,577)        (3,474,576)
Exercise of stock
  options..............    7,200   8,000          --             --              8,000
Options granted to
  non-employees........       --      --      27,418             --             27,418
Net loss...............       --      --          --     (1,870,879)        (1,870,879)
                         -------   ------    -------     -----------       -----------
Balances, December 31,
  1998.................  907,200   $8,001    $27,418     $(5,345,456)      $(5,310,037)
                         =======   ======    =======     ===========       ===========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
                                       F-5
<PAGE>   74
 
                                   @PLAN.INC
 
                            STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                       PERIOD
                                                   FROM INCEPTION       YEAR ENDED DECEMBER 31,
                                                  (MAY 29, 1996) TO   ---------------------------
                                                  DECEMBER 31, 1996       1997           1998
                                                  -----------------   ------------   ------------
<S>                                               <C>                 <C>            <C>
Cash flows from operating activities:
  Net loss.......................................    $ (660,638)      $(2,813,939)   $(1,870,879)
  Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization...............         1,171            48,648        218,878
     Provision for doubtful accounts.............            --                --         80,000
     Non cash charges............................            --                --         27,418
     Changes in operating assets and liabilities:
       Increase in accounts receivable...........            --          (445,981)    (1,320,023)
       Increase in prepaid expenses..............          (783)          (37,055)       (63,370)
       (Increase) decrease in other assets.......        (6,696)          (61,289)           360
       Increase (decrease) in accounts payable...        97,156           (14,182)       171,248
       Increase in accrued liabilities...........            --           140,013        235,398
       Increase in deferred revenue..............            --           366,953        757,130
                                                     ----------       -----------    -----------
          Net cash used in operating
             activities..........................      (569,790)       (2,816,832)    (1,763,840)
Cash flows from investing activities:
  Purchases of equipment.........................       (10,938)         (143,419)       (74,327)
  Software development costs.....................            --           (70,495)      (458,586)
                                                     ----------       -----------    -----------
          Net cash used in investing
             activities..........................       (10,938)         (213,914)      (532,913)
Cash flows from financing activities:
  Proceeds from issuance of common stock.........             1                --          8,000
  Proceeds from issuance of preferred stock,
     net.........................................     2,189,097         2,254,714      5,138,991
                                                     ----------       -----------    -----------
          Net cash provided by financing
             activities..........................     2,189,098         2,254,714      5,146,991
                                                     ----------       -----------    -----------
Net change in cash and cash equivalents..........     1,608,370          (776,032)     2,850,238
Cash and cash equivalents at beginning of
  period.........................................            --         1,608,370        832,338
                                                     ----------       -----------    -----------
Cash and cash equivalents at end of year.........    $1,608,370       $   832,338    $ 3,682,576
                                                     ==========       ===========    ===========
Supplemental information:
  Cash paid for income taxes.....................    $       --       $        --    $     4,921
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
                                       F-6
<PAGE>   75
 
                                   @PLAN.INC
 
                         NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 1996, 1997 AND 1998
 
1.  GENERAL:
 
     @plan.inc was incorporated in the State of Tennessee in May 1996. We are
based in Stamford, Connecticut, and are a provider of market research decision
support and planning systems for Internet advertisers, advertising agencies, Web
publisher, online retailers and consumer brand marketers.
 
2.  SIGNIFICANT ACCOUNTING POLICIES:
 
REVENUE RECOGNITION
 
     We provide market research decision support and planning systems to our
clients on a renewable subscription basis. We recognize revenue ratably over the
contract period, which is generally twelve months. We bill our clients for our
services based on terms of the contracts, which may not coincide with criteria
required for revenue recognition.
 
     On the accompanying balance sheets, deferred revenue represents amounts
invoiced prior to rendering our services while unbilled receivables represents
the value of services rendered prior to being invoiced. Substantially all of the
deferred and unbilled revenue will be earned and billed, respectively, within
twelve months of the respective period ends.
 
     Upon signing a contract, our sales representatives become eligible for a
commission. These commissions are paid at the time of the contract signing. For
financial reporting purposes, we capitalize these commissions as a component of
prepaid expenses and amortize these amounts over the lives of the related
contracts.
 
CASH AND CASH EQUIVALENTS
 
     Cash and cash equivalents include cash on hand and all investments in
highly liquid instruments purchased with original maturities of three months or
less. Funds in excess of operating cash needs are maintained in a money market
fund, which may exceed the amount insured by the Federal Deposit Insurance
Corporation.
 
PROPERTY AND EQUIPMENT
 
     Property and equipment is stated at cost less accumulated depreciation and
amortization. Depreciation and amortization are calculated using the
straight-line method over the estimated useful lives of the assets, ranging from
three to five years.
 
SOFTWARE DEVELOPMENT COSTS
 
     We capitalize our computer software development costs upon the
establishment of technological feasibility. Until our products reach
technological feasibility, all costs related to development efforts are expensed
as a component of product costs. Software development costs, subsequent to
technological feasibility and prior to general release, have been capitalized
and are reported at the lower of unamortized cost or net realizable value. We
amortize
 
                                       F-7
<PAGE>   76
                                   @PLAN.INC
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
capitalized software development costs on a straight-line basis for periods
ranging from one to three years. As of December 31, 1997 and 1998, software
development costs are as follows:
 
<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                            --------------------
                                                             1997        1998
                                                            -------    ---------
<S>                                                         <C>        <C>
Software development costs................................  $70,495    $ 529,081
Less: Accumulated depreciation............................   (3,861)    (153,803)
                                                            -------    ---------
                                                            $66,634    $ 375,278
                                                            =======    =========
</TABLE>
 
     We periodically review our software development costs and property and
equipment for any potential impairments. We consider undiscounted cash flows,
future operating results, trends or other relevant information in assessing
whether the carrying value of our assets is recoverable. At December 31, 1998,
we do not believe that any of our assets are impaired.
 
INCOME TAXES
 
     We recognize deferred tax assets and liabilities for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. 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. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized.
 
LOSS PER SHARE
 
     Basic loss per share amounts are computed by dividing the net loss by the
weighted average number of shares of common stock outstanding during the period.
Diluted loss per share is computed by dividing the net loss by the weighted
average number of shares of common stock outstanding during the period plus the
effects of any potentially dilutive securities. In the accompanying statements
of operations, diluted loss per share does not include the effects of
potentially dilutive securities for all periods presented as they would have
been anti-dilutive in years in which a loss is reported.
 
     The following summarizes potentially dilutive securities excluded from the
diluted loss per share calculation. Preferred Stock is reflected on an
"if-converted" basis. See note 4.
 
<TABLE>
<CAPTION>
                                                   1996        1997        1998
                                                 ---------   ---------   ---------
<S>                                              <C>         <C>         <C>
Series A preferred stock.......................    798,300     806,400     806,400
Series B preferred stock.......................  1,596,600   3,628,800   3,628,800
Series C preferred stock.......................         --          --   3,106,200
Stock options..................................    343,800   1,506,600   1,805,400
                                                 ---------   ---------   ---------
Total..........................................  2,738,700   5,941,800   9,346,800
                                                 =========   =========   =========
</TABLE>
 
                                       F-8
<PAGE>   77
                                   @PLAN.INC
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
STOCK-BASED COMPENSATION
 
     We account for our stock-based compensation to our employees by recognizing
compensation expense for the difference between the estimated fair value of our
stock at the date of grant and the exercise price of the granted stock.
Stock-based grants issued to non-employees are recorded at either the fair value
of the services provided at the fair value of the stock issued, as determined
using the Black-Scholes model.
 
USE OF ESTIMATES
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires us to make estimates and assumptions.
These estimates and assumptions affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements. These assumptions also affect the reported amounts of
revenue and expenses during the reporting periods. Actual results could differ
from those estimates and assumptions.
 
CONCENTRATION OF CREDIT RISK
 
     We invest the majority of our cash balances in short-term, high quality
marketable securities. Our accounts receivable balances are domestic. No single
client represents a significant credit risk to us.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
     The carrying amount of all of our cash and cash equivalents, accounts
receivable and accounts payable approximate fair value due to the short-term
nature of these accounts.
 
STOCK-SPLIT
 
     The accompanying financial statements give retroactive effect to a 2,500
for 1 stock-split of our common stock which occurred on July 23, 1996 and a 1.8
for 1 stock-split that was approved by our Board of Directors on March 10, 1999.
 
3.  PROPERTY AND EQUIPMENT:
 
     Property and equipment consists of the following:
 
<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                           ---------------------
                                                             1997        1998
                                                           --------    ---------
<S>                                                        <C>         <C>
Computer equipment and software..........................  $138,781    $ 211,999
Furniture and fixtures...................................     7,503        8,613
Leasehold improvements...................................     8,073        8,073
                                                           --------    ---------
                                                            154,357      228,685
Less: Accumulated depreciation...........................   (44,739)    (111,044)
                                                           --------    ---------
                                                           $109,618    $ 117,641
                                                           ========    =========
</TABLE>
 
                                       F-9
<PAGE>   78
                                   @PLAN.INC
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
4.  PREFERRED STOCK:
 
     Since our inception, we have issued three series of mandatory redeemable
convertible preferred stock. The following is a discussion of each of these
issuances.
 
     In 1996 and 1997, we issued a total of 448,000 shares of Series A preferred
stock and 2,016,000 shares of Series B preferred stock at a purchase price of
$1.00 and $2.00 per share, respectively. In 1998, we issued 1,725,667 shares of
Series C preferred stock at a purchase price of $3.00 per share. Each share of
preferred stock is convertible into 1.8 shares of common stock at any time, at
the option of the holder, or automatically upon successful completion of an
initial public offering yielding gross proceeds of at least $12.0 million and at
an initial public offering price of not less than $6.00 per share.
 
     We have reserved 4,189,667 shares of common stock for issuance upon
conversion of these convertible preferred shares.
 
     The preferred shareholders are not entitled to receive any preferential
dividends until the respective sixth anniversaries of the initial issuance dates
of the shares (Series A -- July 2002; Series B -- October 2002; Series
C -- January 2004). Thereafter, the preferred shareholders will be entitled to
receive dividends at the annual rate of $0.10, $0.20 and $0.30 per share,
respectively, on a cumulative basis from and after the sixth anniversary. Under
our Preferred Stock agreements, dividends on our common stock are restricted to
stock dividends through July 2002.
 
     We will redeem the preferred stock, if not previously converted, of each
preferred shareholder in 48 equal monthly installments beginning on the sixth
anniversary of the respective original issue dates. In the event of any
consolidation, merger, statutory share exchange, liquidation, dissolution or
winding up of our business, the holders of preferred stock will be paid first
out of any distribution of holders of our common and preferred stock at an
amount per share equal to $1.00, $2.00 and $3.00, respectively, plus any
cumulative and unpaid dividends thereon.
 
     Simultaneous with the closing of an initial public offering, a director and
an officer and all of the preferred shareholders will receive warrants to
purchase shares of common stock equal to 8% of the number of shares sold in the
offering at a price equal to the initial price to the public. Of these warrants,
12.5% will be granted to each of the director and officer. The preferred
shareholders, including the director and officer, will receive a pro rata
portion of the remaining 75% of the warrants. These warrants are exercisable for
seven years.
 
5.  STOCK OPTION PLAN:
 
     In 1996, we created the 1996 Stock Option Plan. This plan, as amended,
provides for stock option grants to employees, members of our board of
directors, our consultants and other persons having a business relationship with
us. Under this plan, the option price as determined by the board of directors
cannot be less than 100% of the fair market value of our common stock, at grant,
in the case of incentive stock options, and not less than 50% of the fair market
value of our common stock, at grant, in the case of non-qualified stock options.
Exceptions exist under certain conditions. No options will be exercisable more
than ten years after the date the option is granted. Options that we have
granted under our plan generally vest ratably over a four year period, beginning
at the date of grant. All unvested options will immediately vest upon an initial
public offering of our common stock.
 
                                      F-10
<PAGE>   79
                                   @PLAN.INC
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
     We currently have 1,980,000 shares reserved under our option plan. At
December 31, 1996, 1997 and 1998, the following options had been granted under
our plan and were outstanding:
 
<TABLE>
<CAPTION>
                                        1996                  1997                   1998
                                 ------------------   --------------------   --------------------
                                           WEIGHTED               WEIGHTED               WEIGHTED
                                           AVERAGE                AVERAGE                AVERAGE
                                           EXERCISE               EXERCISE               EXERCISE
                                 SHARES     PRICE      SHARES      PRICE      SHARES      PRICE
                                 -------   --------   ---------   --------   ---------   --------
<S>                              <C>       <C>        <C>         <C>        <C>         <C>
Outstanding at beginning of
  period.......................       --       --       343,800    $0.94     1,506,600    $1.14
Granted........................  343,800    $0.94     1,162,800     1.20       349,200     2.91
Exercised......................       --       --            --       --        (7,200)    1.11
Forfeited......................       --       --            --       --       (43,200)    1.39
                                 -------    -----     ---------    -----     ---------    -----
Outstanding at end of period...  343,800    $0.94     1,506,600    $1.14     1,805,400    $1.43
                                 =======              =========              =========
Options exercisable at end of
  period.......................  279,065    $0.89       505,399    $0.99       874,420    $1.20
                                 =======              =========              =========
Weighted average fair value of
  options granted during
  year.........................             $0.31                  $0.38                  $0.66
</TABLE>
 
     The following table summarizes information about stock options outstanding
at December 31, 1998:
 
<TABLE>
<CAPTION>
                                           WEIGHTED-
                            OPTIONS         AVERAGE                         OPTIONS
                         OUTSTANDING AT    REMAINING      WEIGHTED-      EXERCISABLE AT     WEIGHTED-
RANGE OF                  DECEMBER 31,    CONTRACTUAL      AVERAGE        DECEMBER 31,       AVERAGE
EXERCISE PRICES               1998           LIFE       EXERCISE PRICE        1998        EXERCISE PRICE
- ---------------          --------------   -----------   --------------   --------------   --------------
<S>                      <C>              <C>           <C>              <C>              <C>
$.89 - $1.11...........    1,288,800       8.04 years       $1.07           758,749           $1.03
$1.67..................      343,800       9.19 years        1.67            70,172            1.67
$3.33..................      172,800       9.75 years        3.33            45,499            3.33
                           ---------                                        -------
                           1,805,400                                        874,420
                           =========                                        =======
</TABLE>
 
     The fair value of each option grant is estimated on the date of grant using
The Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 1996, 1997 and 1998:
 
     - risk free interest rates of 6.7%, 6.5% and 5.3%, respectively,
 
     - expected dividend yields of 0%,
 
     - expected lives of 6.0 years and
 
     - expected volatility of 0%.
 
     Except for certain option grants discussed below, no compensation cost has
been recognized for any option grants in the accompanying statements of
operations. Had compensation costs been recorded, our net loss and basic and
diluted loss per share would
 
                                      F-11
<PAGE>   80
                                   @PLAN.INC
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
have been reduced from the following as reported amounts to the following pro
forma amounts:
 
<TABLE>
<CAPTION>
                                                        1996         1997          1998
                                                      ---------   -----------   -----------
<S>                                                   <C>         <C>           <C>
Net loss:
  As reported.......................................  $(660,638)  $(2,813,939)  $(1,870,879)
  Pro forma.........................................  $(746,262)  $(2,938,567)  $(2,037,361)
Basic and diluted loss per share:
  As reported.......................................     $(0.73)       $(3.13)       $(2.07)
  Pro forma.........................................     $(0.83)       $(3.27)       $(2.26)
</TABLE>
 
     During 1998, we granted 36,000 stock options at an exercise price of $3.33
to non-employees. We recognized expense in the amount of $27,418 in connection
with these grants, which was calculated using the Black-Scholes model and the
following assumptions:
 
     - risk free interest rate of 5.3%,
 
     - expected dividend yield at 0%,
 
     - expected life of 5.0 years and
 
     - expected volatility of 0%
 
6.  INCOME TAXES:
 
     The accompanying statement of operations for the year ended December 31,
1998 includes a provision for current state capital taxes of approximately
$13,200. No taxes were provided for the periods ended December 31, 1996 and
1997, as taxes were not due during these years.
 
     A reconciliation of the tax provision at the United States statutory rate
to the actual income tax expense reported is as follows:
 
<TABLE>
<CAPTION>
                                                   1996        1997        1998
                                                 ---------   ---------   ---------
<S>                                              <C>         <C>         <C>
Tax benefit at the United States statutory
  rate.........................................  $(224,617)  $(956,739)  $(631,635)
State taxes, net of federal tax benefit........         --          --       8,725
Losses not benefited...........................    222,917     954,695     632,034
Other..........................................      1,700       2,044       4,095
                                                 ---------   ---------   ---------
     Total income tax provision................  $      --   $      --   $  13,219
                                                 =========   =========   =========
</TABLE>
 
     Since inception, we have generated losses for both book and tax purposes.
We have not recorded potential income tax benefits that we may receive from our
ability to apply current losses to future years in which we have taxable income.
Under accounting rules, these benefits can only be recorded when it is more
likely than not that these benefits will be realized. Due to our limited
operating history, we currently cannot make this assessment.
 
     At December 31, 1998, we have net operating loss carryforwards for federal
and state income tax purposes totaling approximately $4,900,000, which will
expire from 2011 through 2013.
 
                                      F-12
<PAGE>   81
                                   @PLAN.INC
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
     Our net deferred tax asset consists of the following amounts of deferred
tax assets and liabilities as of December 31, 1997 and 1998:
 
<TABLE>
<CAPTION>
                                                            1997          1998
                                                         ----------    ----------
<S>                                                      <C>           <C>
Deferred tax asset:
  Net operating loss carryforwards.....................  $1,094,546    $1,949,007
  Start-up costs.......................................     226,859       184,731
  Reserves.............................................       1,520        50,668
                                                         ----------    ----------
Deferred tax asset.....................................   1,322,925     2,184,406
Less valuation allowance for deferred tax assets.......  (1,319,415)   (2,129,943)
                                                         ----------    ----------
                                                              3,510        54,463
Deferred tax liability:
  Prepaid commissions..................................          --       (37,263)
  Excess of depreciation for tax purposes over book....      (3,510)      (17,200)
                                                         ----------    ----------
Deferred tax liability.................................      (3,510)      (54,463)
                                                         ----------    ----------
Net deferred tax asset.................................  $       --    $       --
                                                         ==========    ==========
</TABLE>
 
7.  COMMITMENTS AND CONTINGENCIES:
 
LEASE COMMITMENTS
 
     We lease office facilities under operating leases. Future minimum lease
payments related to these agreements are as follows:
 
<TABLE>
<S>                                                             <C>
Year ending December 31,
  1999......................................................    $148,290
  2000......................................................     142,249
  2001......................................................      23,708
</TABLE>
 
     Rent expense was approximately $0, $110,000 and $156,000, for the years
ended December 31, 1996, 1997 and 1998, respectively.
 
CONTRACTUAL COMMITMENTS
 
     We have a Letter of Agreement with The Gallup Organization, Inc. which was
entered into on September 6, 1996. This agreement was amended on January 5,
1998, August 20, 1998 and February 19, 1999. Under this agreement Gallup
provides us with initial baseline data and quarterly tracking survey research.
The agreement has a one-year term with nine successive one-year renewals, and is
cancelable only by us upon 90-days' written notice prior to an anniversary date.
 
8.  SUBSEQUENT EVENT:
 
     We are currently pursing an initial public offering of our common stock. We
expect to offer approximately                shares of our common stock at an
initial offering price of approximately $     per share.
 
                                      F-13
<PAGE>   82
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                                               SHARES
 
                                  [@PLAN LOGO]
 
                                  COMMON STOCK
                           -------------------------
 
                                   PROSPECTUS
                           -------------------------
 
                               HAMBRECHT & QUIST
 
                            BEAR, STEARNS & CO. INC.
 
                       FIRST UNION CAPITAL MARKETS CORP.
 
                                                 , 1999
 
     YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO
BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF
THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK.
 
     NO ACTION IS BEING TAKEN IN ANY JURISDICTION OUTSIDE THE UNITED STATES TO
PERMIT A PUBLIC OFFERING OF THE COMMON STOCK OR POSSESSION OR DISTRIBUTION OF
THIS PROSPECTUS IN ANY SUCH JURISDICTION. PERSONS WHO COME INTO POSSESSION OF
THIS PROSPECTUS IN JURISDICTIONS OUTSIDE THE UNITED STATES ARE REQUIRED TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY RESTRICTIONS AS TO THIS OFFERING AND
THE DISTRIBUTION OF THIS PROSPECTUS APPLICABLE TO THAT JURISDICTION.
 
     UNTIL              , 1999 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS THAT BUY, SELL OR TRADE IN OUR 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.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   83
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     The following table sets forth the costs and expenses, other than the
underwriting discount payable by us in connection with the sale of the common
stock being registered. All amounts are estimates except the SEC registration
fee and the NASD filing fees.
 
<TABLE>
<CAPTION>
                                                                AMOUNT
                                                              TO BE PAID
                                                              ----------
<S>                                                           <C>
SEC registration fee........................................   $  9,591
NASD filing fee.............................................      3,950
Nasdaq National Market listing fee..........................
Printing and engraving......................................
Legal fees and expenses.....................................
Accounting fees and expenses................................
Blue sky fees and expenses (including legal fees)...........
Transfer agent fees.........................................
Miscellaneous...............................................
                                                               --------
     Total..................................................   $
                                                               ========
</TABLE>
 
ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Under the Tennessee Business Corporation Act (the "TBCA"), there is no
specific provision either expressly permitting or prohibiting a corporation from
limiting the liability of its directors for monetary damages. Our charter
provides that, to the fullest extent permitted by the TBCA, a director will not
be liable to the corporation or its shareholders for monetary damages for breach
of his or her fiduciary duty as a director.
 
     The TBCA provides that a corporation may indemnify any director or officer
against liability incurred in connection with a proceeding if the director or
officer acted in good faith or reasonably believed, in the case of conduct in
his or her official capacity with the corporation, that the conduct was in the
corporation's best interest. In all other civil cases, a corporation may
indemnify a director or officer who reasonably believed that his or her conduct
was not opposed to the best interest of the corporation. In connection with any
criminal proceeding, a corporation may indemnify any director or officer who had
no reasonable cause to believe that his or her conduct was unlawful.
 
     In actions brought by or in the right of the corporation, however, the TBCA
does not allow indemnification if the director or officer is adjudged to be
liable to the corporation. Similarly, the TBCA prohibits indemnification in
connection with any proceeding charging improper personal benefit to a director
or officer if the director or officer is adjudged liable because a personal
benefit was improperly received.
 
                                      II-1
<PAGE>   84
 
     In cases when the director or officer is wholly successful, on the merits
or otherwise, in the defense of any proceeding instigated because of his or her
status as a director or officer of a corporation, the TBCA mandates that the
corporation indemnify the director or officer against reasonable expenses
incurred in the proceeding. Notwithstanding the foregoing, the TBCA provides
that a court may order a corporation to indemnify a director or officer for
reasonable expense if, in consideration of all relevant circumstances, the court
determines that the individual is fairly and reasonably entitled to
indemnification, whether or not the standard of conduct set forth above was met.
 
     Our bylaws provide that we shall indemnify and advance expenses to our
directors and officers to the fullest extent permitted by the TBCA. We also
maintain insurance to protect any director or officer against any liability and
have entered into indemnification agreements with each of our directors.
 
     At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under our charter. We are not aware of any threatened
litigation or proceeding that may result in a claim for such indemnification.
 
ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES
 
     The Registrant has sold and issued the following unregistered securities
since May 29, 1996 (inception):
 
     - On May 31, 1996, 450,000 shares of our common stock to each of Mark K.
       Wright and Gary R. Haynes in connection with founding our organization in
       consideration for their right, title and interest in certain data,
       business plans, processes, ideas, trade secrets, software and other
       intellectual property concerning the @plan concept and all associated
       goodwill;
 
     - On July 24, 1996 and March 20, 1997, an aggregate of 448,000 shares of
       our Series A convertible preferred stock in a private placement
       transaction under Rule 506 of the Securities Act at $1.00 per share for
       an aggregate purchase price of $448,000;
 
     - On October 4, 1996 and March 20, 1997, 2,016,000 shares of our Series B
       convertible preferred stock in a private placement transaction under Rule
       506 of the Securities Act at $2.00 per share for an aggregate purchase
       price of $4,032,000; and
 
     - On January 6, 1998 and August 7, 1998, 1,725,667 shares of Series C
       convertible preferred stock in a private placement transaction under Rule
       506 of the Securities Act at $3.00 per share for an aggregate purchase
       price of $5,177,001.
 
     - In September 1998, Bethany Joseph, a former employee, exercised options
       for 7,200 shares of our common stock under Rule 701 of the Securities Act
       at $1.11 per share for an aggregate purchase price of $8,000.
 
                                      II-2
<PAGE>   85
 
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
     (a) Exhibits.
 
<TABLE>
<CAPTION>
NUMBER                          DESCRIPTION
- ------                          -----------
<S>     <C>
1*      Form of the Underwriting Agreement among @plan.inc and the
        underwriters
3.1     Form of Third Amended and Restated Charter of @plan.inc
3.2     Form of Second Amended and Restated Bylaws of @plan.inc
4.1*    Form of certificate representing the common stock, no par
        value per share of @plan.inc
4.2     @plan.inc Amended and Restated Shareholders' Agreement dated
        January 6, 1998, as amended
4.3     Form of Stock Purchase Warrant
4.4     Article 7 of the Third Amended and Restated Charter
        (included in Charter filed as Exhibit 3.1)
4.5     Article II of the Second Amended and Restated Bylaws
        (included in Bylaws filed as Exhibit 3.2)
5*      Opinion of Bass, Berry & Sims PLC as to the legality of the
        common stock being offered
10.1*   Gallup Agreement dated September 6, 1996, as amended.
10.2*   Gallup Agreement dated July 29, 1998.
10.3    Series A and Series B Convertible Preferred Stock Securities
        Purchase Agreement dated July 24, 1996
10.4    Series C Convertible Preferred Stock Securities Purchase
        Agreement dated December 31, 1997
10.5    Second Amended and Restated 1996 Stock Option Plan,
        effective as of July 22, 1996
10.6    1999 Stock Incentive Plan
10.7    Form of Indemnification Agreement
10.8*   Form of Severance Agreement
10.9*   Promissory note dated June 10, 1997 between us and Karl
        Spangenberg
11      Computation of Loss per Share
23.1    Consent of Arthur Andersen LLP
23.2*   Consent of Bass, Berry & Sims PLC (included in opinion filed
        as Exhibit 5)
24      Power of Attorney (included on page II-5)
27      Financial Data Schedule
</TABLE>
 
- ---------------
* To be filed by amendment
 
     (b) Schedules.
 
         Schedule II -- Valuation and Qualifying Accounts
 
                                      II-3
<PAGE>   86
 
ITEM 17.  UNDERTAKINGS
 
     (a) The undersigned registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreements certificates
in such denominations and registered in such names as required by the
underwriter to permit prompt delivery to each purchaser.
 
     (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 provisions described in Item 14, 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 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.
 
     (c) The undersigned registrant hereby undertakes that: (i) for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was
declared effective; (ii) for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
 
                                      II-4
<PAGE>   87
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford, State of
Connecticut, on March 16, 1999.
 
                                          @PLAN.INC
 
                                          By:       /s/ MARK K. WRIGHT
                                             -----------------------------------
                                                       Mark K. Wright
                                                   Chief Executive Officer
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below
hereby constitutes and appoints Mark K. Wright and Nancy Lazaros, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her 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
registration statement relating to the same offering as this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, 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,
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
 
<TABLE>
<CAPTION>
                SIGNATURE                             TITLE(S)                  DATE
                ---------                             --------                  ----
<S>                                         <C>                            <C>
/s/ MARK K. WRIGHT                          Chairman and Chief             March 16, 1999
- ------------------------------------------  Executive Officer (principal
Mark K. Wright                              executive officer)
 
/s/ NANCY A. LAZAROS                        Senior Vice President and      March 16, 1999
- ------------------------------------------  Chief Financial Officer
Nancy A. Lazaros                            (principal financial and
                                            accounting officer)
 
/s/ GARY R. HAYNES                          Director                       March 16, 1999
- ------------------------------------------
Gary R. Haynes
 
/s/ DONALD M. JOHNSTON                      Director                       March 16, 1999
- ------------------------------------------
Donald M. Johnston
</TABLE>
 
                                      II-5
<PAGE>   88
 
<TABLE>
<CAPTION>
                SIGNATURE                             TITLE(S)                  DATE
                ---------                             --------                  ----
<S>                                         <C>                            <C>
/s/ CALVIN A. MARTIN                        Director                       March 16, 1999
- ------------------------------------------
Calvin A. Martin
 
/s/ W. PATRICK ORTALE, III                  Director                       March 16, 1999
- ------------------------------------------
W. Patrick Ortale, III
 
/s/ ROGER J. THOMSON                        Director                       March 16, 1999
- ------------------------------------------
Roger J. Thomson
 
/s/ JOHN H. WYANT                           Director                       March 16, 1999
- ------------------------------------------
John H. Wyant
</TABLE>
 
                                      II-6
<PAGE>   89
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To @plan.inc:
 
     We have audited in accordance with generally accepted auditing standards,
the financial statements of @plan.inc included in this registration statement
and have issued our report thereon dated March 11, 1999. Our audit was made for
the purpose of forming an opinion on the basic financial statements taken as a
whole. The schedule of Valuation and Qualifying Accounts is the responsibility
of the Company's management and is presented for purposes of complying with the
Securities and Exchange Commissions rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.
 
                                          /s/ ARTHUR ANDERSEN LLP
 
New York, New York
March 11, 1999
 
                                       S-1
<PAGE>   90
 
                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
 
       FOR THE PERIOD FROM INCEPTION (MAY 29, 1996) TO DECEMBER 31, 1996
                 AND THE YEARS ENDED DECEMBER 31, 1997 AND 1998
 
<TABLE>
<CAPTION>
                                          BALANCE AT    CHARGED TO                BALANCE AT
                                         BEGINNING OF   COSTS AND                   END OF
DESCRIPTION                                 PERIOD       EXPENSES    DEDUCTIONS     PERIOD
- -----------                              ------------   ----------   ----------   ----------
<S>                                      <C>            <C>          <C>          <C>
     ALLOWANCE FOR DOUBTFUL ACCOUNTS
Period from Inception (May 29, 1996) to
  December 31, 1996....................   $       --    $       --     $   --     $       --
Year Ended December 31, 1997...........           --            --         --             --
Year Ended December 31, 1998...........           --        80,000         --         80,000
 
     VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS
Period from Inception (May 29, 1996) to
  December 31, 1996....................   $       --    $  251,098     $   --     $  251,098
Year Ended December 31, 1997...........      251,098     1,068,317         --      1,319,415
Year Ended December 31, 1998...........    1,319,415       810,528         --      2,129,943
</TABLE>
 
                                       S-2
<PAGE>   91
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
NUMBER                          DESCRIPTION
- ------                          -----------
<S>     <C>
1*      Form of the Underwriting Agreement among @plan.inc and the
        underwriters
3.1     Form of Third Amended and Restated Charter of @plan.inc
3.2     Form of Second Amended and Restated Bylaws of @plan.inc
4.1*    Form of certificate representing the common stock, no par
        value per share of @plan.inc
4.2     @plan.inc Amended and Restated Shareholders' Agreement dated
        January 6, 1998, as amended
4.3     Form of Stock Purchase Warrant
4.4     Article 7 of the Third Amended and Restated Charter
        (included in Charter filed as Exhibit 3.1)
4.5     Article II of the Second Amended and Restated Bylaws
        (included in Bylaws filed as Exhibit 3.2)
5*      Opinion of Bass, Berry & Sims PLC as to the legality of the
        common stock being offered
10.1*   Gallup Agreement dated September 6, 1996, as amended.
10.2*   Gallup Agreement dated July 29, 1998.
10.3    Series A and Series B Convertible Preferred Stock Securities
        Purchase Agreement dated July 24, 1996
10.4    Series C Convertible Preferred Stock Securities Purchase
        Agreement dated December 31, 1997
10.5    Second Amended and Restated 1996 Stock Option Plan,
        effective as of July 22, 1996
10.6    1999 Stock Incentive Plan
10.7    Form of Indemnification Agreement
10.8*   Form of Severance Agreement
10.9*   Promissory note dated June 10, 1997 between us and Karl
        Spangenberg
11      Computation of Loss per Share
23.1    Consent of Arthur Andersen LLP
23.2*   Consent of Bass, Berry & Sims PLC (included in opinion filed
        as Exhibit 5)
24      Power of Attorney (included on page II-5)
27      Financial Data Schedule
</TABLE>
 
- ---------------
* To be filed by amendment

<PAGE>   1
                                                                     EXHIBIT 3.1


                           THIRD AMENDED AND RESTATED
                                     CHARTER
                                       OF
                                    @plan.inc

To the Secretary of State of the State of Tennessee:

         Pursuant to the provisions of Section 48-20-107 of the Tennessee
Business Corporation Act (the "Act"), the undersigned corporation hereby amends
and restates its Second Amended and Restated Charter to supersede the Second
Amended and Restated Charter and any and all prior amendments thereto as
follows:

I. The name of the corporation is @plan.inc.

II. The text of the Third Amended and Restated Charter is as follows:

        "1. The name of the corporation is @plan.inc.

         2. The corporation is for profit.

         3. The duration of the corporation is perpetual.

         4. The street address and zip code of the corporation's principal
office will be:

                                    Three Landmark Square, Suite 400
                                    Stamford, Connecticut 06901
                                    County of Fairfield

         5. (a) The name of the corporation's registered agent is J. Page
Davidson, Esq.

            (b) The street address, zip code, and county of the corporation's 
registered office and registered agent in Tennessee shall be:

                                    2700 First American Center
                                    Nashville, Tennessee  37238
                                    County of Davidson

         6. The corporation is organized to do any and all things and to
exercise any and all powers, rights, and privileges that a corporation may now
or hereafter be organized to do or to exercise under the Tennessee Business
Corporation Act, as amended from time to time.

         7. The maximum number of shares of stock the corporation is authorized
to issue is:

            a. Fifty million (50,000,000) shares of common stock, no par value 
per share, which shall be entitled to one vote per share and, upon dissolution
of the corporation, shall be entitled to receive the net assets of the
corporation.



<PAGE>   2



                  b. Ten million (10,000,000) shares of preferred stock without
par value. Shares of preferred stock may be issued from time to time in one or
more classes or series, each such class or series to be so designated as to
distinguish the shares thereof from the shares of all other classes and series.
The Board of Directors is hereby vested with the authority to divide preferred
stock into classes or series and to fix and determine the relative rights,
preferences, qualifications, and limitations of the shares of any class or
series so established.

         8. The shareholders of the corporation shall not have preemptive
rights.

         9. 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, a Board of Directors. The directors shall be divided into three
classes, designated Class I, Class II, and Class III. Each class shall consist,
as nearly as may be possible, of one-third of the total number of directors
constituting the entire Board of Directors. Each class of directors shall be
elected for a three year term. If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as possible, but in no
case will a decrease in the number of directors shorten the term of any
incumbent director. A director shall hold office until the annual meeting of
shareholders for the year in which his or her term expires and until his or her
successor shall be elected and shall qualify; subject, however, to prior death,
resignation, retirement, disqualification, or removal from office. Any vacancy
on the Board of Directors, including a vacancy that results from an increase in
the number of directors or a vacancy that results from the removal of a director
with cause, may be filled only by the Board of Directors.

                  Any director may be removed from office but only by (a) the
affirmative vote of the holders of a majority of the voting power of the shares
entitled to vote in the election of directors, considered for this purpose as
one class, unless a vote of a special voting group is otherwise required by law.

                  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 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 this Charter applicable thereto.

                  Notwithstanding any other provision of this Charter, the
affirmative vote of holders of two-thirds of the voting power of the shares
entitled to vote at an election of directors shall be required to amend, alter,
change or repeal, or to adopt any provisions as part of this Charter or as part
of the corporation's Bylaws inconsistent with the purpose and intent of this
Article 9.

         10. To the fullest extent permitted by the Tennessee Business
Corporation Act as in effect on the date hereof, and as hereafter amended from
time to time, a director of the corporation shall not be liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director. If the Tennessee Business Corporation Act or any successor
statute is amended after adoption of this provision 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 Tennessee Business Corporation Act, as so
amended from time to time, or such successor statute. Any repeal or modification
of this Article 10 by the shareholders of the corporation shall not affect
adversely any right or protection of a director of the corporation existing at
the time of such repeal or modification or with respect to events occurring
prior to such time.




                                        2


<PAGE>   3


         11. The corporation shall indemnify every person who is or was a party
or is or was threatened to be made a party to any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the fact
that he or she is or was a director or officer or is or was serving at the
request of the corporation as a director, officer, employee, agent, or trustee
of another corporation or of a partnership, joint venture, trust, employee
benefit plan, or other enterprise, including service on a committee formed for
any purpose (and, in each case, his or her heirs, executors, and
administrators), against all expense, liability, and loss (including counsel
fees, judgments, fines, ERISA excise taxes, penalties, and amounts paid in
settlement) actually and reasonably incurred or suffered in connection with such
action, suit, or proceeding, to the fullest extent permitted by applicable law,
as in effect on the date hereof and as hereafter amended. Such indemnification
may include advancement of expenses in advance of final disposition of such
action, suit, or proceeding, subject to the provision of any applicable statute.

             The indemnification and advancement of expenses provisions of this
Article 11 shall not be exclusive of any other right that any person (and his or
her heirs, executors, and administrators) may have or hereafter acquire under
any statute, this Charter, the corporation's Bylaws, resolution adopted by the
shareholders, resolution adopted by the Board of Directors, agreement, or
insurance, purchased by the corporation or otherwise, both as to action in his
or her official capacity and as to action in another capacity. The corporation
is hereby authorized to provide for indemnification and advancement of expenses
through its Bylaws, resolution of shareholders, resolution of the Board of
Directors, or agreement, in addition to that provided by this Charter.

         12. The corporation shall hold a special meeting of shareholders only
in the event of a call of the Board of Directors of the corporation or the
officers authorized to do so by the Bylaws of the corporation.

             Notwithstanding any other provision of this Charter, the 
affirmative vote of holders of two-thirds of the voting power of the shares
entitled to vote at an election of directors shall be required to amend, alter,
change or repeal, or to adopt any provisions as part of this Charter or as part
of the corporation's Bylaws inconsistent with the purpose and intent of this
Article 12."

                                        @plan.inc


                                        By:
                                            ------------------------------------
                                            Nancy Lazaros
                                            Senior Vice President and Chief 
                                            Financial Officer




                                        3

<PAGE>   1
                                                                     EXHIBIT 3.2


                           SECOND AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                                    @plan.inc

                                   ARTICLE I.
                                     OFFICES

         The Corporation may have such offices, either within or without the
State of Tennessee, as the Board of Directors may designate or as the business
of the Corporation may require from time to time.

                                   ARTICLE II.
                                  SHAREHOLDERS

         2.1 ANNUAL MEETING.

         An annual meeting of the shareholders of the Corporation shall be held
on such date as may be determined by the Board of Directors. The business to be
transacted at such meeting shall be the election of directors and such other
business as shall be properly brought before the meeting.

         2.2 SPECIAL MEETINGS.

         Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by law, may be called by the Chairman or a majority
of the Board of Directors. Business transacted at all special meetings shall be
confined to the purpose or purposes stated in the notice of meeting.



<PAGE>   2



         2.3 PLACE OF MEETINGS.

         The Board of Directors may designate any place, either within or
without the State of Tennessee, as the place of meeting for any annual meeting
or for any special meeting. If no place is fixed by the Board of Directors, the
meeting shall be held at the principal office of the Corporation.

         2.4 NOTICE OF MEETINGS; WAIVER.

                  (a) NOTICE. Notice of the date, time and place of each annual
and special shareholders' meeting and, in the case of a special meeting, a
description of the purpose or purposes for which the meeting is called, shall be
given no fewer than ten (10) days nor more than two (2) months before the date
of the meeting. Such notice shall comply with the requirements of Article XI of
these Bylaws.

                  (b) WAIVER. A shareholder may waive any notice required by
law, the Charter or these Bylaws before or after the date and time stated in
such notice. The waiver must be in writing, be signed by the shareholder
entitled to the notice and be delivered to the Corporation for inclusion in the
minutes or filing with the corporate records. A shareholder's attendance at a
meeting: (1) waives objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting (or promptly
upon his arrival) objects to holding the meeting or transacting business at the
meeting; and (2) waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented.




                                        2


<PAGE>   3



         2.5 RECORD DATE.

         The Board of Directors shall fix as the record date for the
determination of shareholders entitled to notice of a shareholders' meeting, to
demand a special meeting, to vote or to take any other action, a date not more
than seventy (70) days before the meeting or action requiring a determination of
shareholders.

         A record date fixed for a shareholders' meeting is effective for any
adjournment of such 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 four (4)
months after the date fixed for the original meeting.

         2.6 SHAREHOLDERS' LIST.

         After the record date for a meeting has been fixed, the Corporation
shall prepare an alphabetical list of the names of all shareholders who are
entitled to notice of a shareholders' meeting. Such list will be arranged by
voting group (and within each voting group by class or series of shares), and
will show the address of and number of shares held by each shareholder. The
shareholders' list will be available for inspection by any shareholder,
beginning two (2) business days after notice of the meeting is given for which
the list was prepared and continuing through the meeting, at the Corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting will be held. A shareholder, his agent or attorney is entitled
on written demand to inspect and, subject to the requirements of the Tennessee
Business Corporation Act (the "Act"), to copy the list, during regular business
hours and at his expense, during the period it is available for inspection.




                                        3


<PAGE>   4



         2.7 VOTING GROUPS; QUORUM; ADJOURNMENT.

         All shares entitled to vote and be counted together collectively on a
matter at a meeting of shareholders shall be a "voting group." 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. Except as
otherwise required by the Act or provided in the Charter, a majority of the
votes entitled to be cast on a matter by a 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, 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.

         If a quorum of a voting group shall not be present or represented at
any meeting, the shares entitled to vote thereat shall have power to adjourn the
meeting to a different date, time or place without notice other than
announcement at the meeting of the new time, date or place to which the meeting
is adjourned. At any adjourned meeting at which a quorum of any voting group
shall be present or represented, any business may be transacted by such voting
group which might have been transacted at the meeting as originally called.

         2.8 VOTING OF SHARES.

         Unless otherwise provided by the Act or the Charter, each outstanding
share is entitled to one (1) vote on each matter voted on at a shareholders'
meeting. Only shares are entitled to vote. Shareholders are not entitled to
cumulative voting for the election of directors.





                                        4


<PAGE>   5



         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
Charter or the Act requires a greater number of affirmative votes. Unless
otherwise provided in the Charter, directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present.

         2.9 PROXIES.

         A shareholder may vote his shares in person or by proxy. A shareholder
may appoint a proxy to vote or otherwise act for him by signing an appointment
either personally or by his attorney-in-fact. An appointment of a proxy is
effective when received by the Secretary or other officer or agent authorized to
tabulate votes. An appointment is valid for eleven (11) months unless another
period is expressly provided in the appointment form. An appointment of a proxy
is revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.

         2.10 ACCEPTANCE OF SHAREHOLDER DOCUMENTS.

         If the name signed on a shareholder document (a vote, consent, waiver,
or proxy appointment) corresponds to the name of a shareholder, the Corporation,
if acting in good faith, is entitled to accept such shareholder document and
give it effect as the act of the shareholder. If the name signed on such
shareholder document does not correspond to the name of a shareholder, the
Corporation, if acting in good faith, is nevertheless entitled to accept such
shareholder document and to give it effect as the act of the shareholder if:



                                        5


<PAGE>   6



                  (i) the shareholder is an entity and the name signed purports
         to be that of an officer or agent of the entity;

                  (ii) the name signed purports to be that of a fiduciary
         representing the shareholder and, if the Corporation requests, evidence
         of fiduciary status acceptable to the Corporation has been presented
         with respect to such shareholder document;

                  (iii) the name signed purports to be that of a receiver or
         trustee in bankruptcy of the shareholder, and, if the Corporation
         requests, evidence of this status acceptable to the Corporation has
         been presented with respect to the shareholder document;

                  (iv) the name signed purports to be that of a pledgee,
         beneficial owner or attorney-in-fact of the shareholder, and, if the
         Corporation requests, evidence acceptable to the Corporation of the
         signatory's authority to sign for the shareholder has been presented
         with respect to such shareholder document; or

                  (v) two or more persons are the shareholder as co-tenants or
         fiduciaries and the name signed purports to be the name of at least one
         (1) of the co-owners and the person signing appears to be acting on
         behalf of all the co-owners. 

         The Corporation is entitled to reject a shareholder document if the 
Secretary or other officer or agent authorized to tabulate votes, acting in good
faith, has a reasonable basis for doubt about the validity of the signature on
such shareholder document or about the signatory's authority to sign for the
shareholder.




                                        6


<PAGE>   7



         2.11 ACTION WITHOUT MEETING.

         Action required or permitted by the Act must be taken at a
shareholders' meeting and may not be taken without a meeting.

         2.12 PRESIDING OFFICER AND SECRETARY.

         Meetings of the shareholders shall be presided over by the Chairman, or
if he is not present or if the Corporation shall not have a Chairman, by the
Chief Executive Officer or President, or if neither the Chairman nor the Chief
Executive Officer or President is present, by a chairman to be chosen by a
majority of the shareholders entitled to vote at such meeting. The Secretary or,
in his absence, an Assistant Secretary shall act as secretary of every meeting,
but if neither the Secretary nor an Assistant Secretary is present, the
shareholders entitled to vote at such meeting shall choose any person present to
act as secretary of the meeting.

         2.13 NOTICE OF NOMINATIONS.

         Nominations for the election of directors may be made by the Board of
Directors or a committee appointed by the Board of Directors authorized to make
such nominations or by any shareholder entitled to vote in the election of
directors generally. However, any such shareholder nomination may be made only
if written notice of such nomination has been given, either by personal delivery
or by United States mail, postage prepaid, to the Secretary of the Corporation
not later than (a) with respect to an election to be held at an annual meeting
of shareholders, one hundred twenty (120) days prior to the first anniversary of
the date the corporation's notice of annual meeting was provided with respect to
the previous year's annual meeting, and (b) with respect to an election to





                                        7


<PAGE>   8



be held at a special meeting of shareholders for the election of directors, the
close of business on the tenth day following the date on which notice of such
meeting is first given to shareholders. In the case of any nomination by the
Board of Directors or a committee appointed by the Board of Directors authorized
to make such nominations, compliance with the proxy rules of the Securities and
Exchange Commission shall constitute compliance with the notice provisions of
the preceding sentence.

         In the case of any nomination by a shareholder, each such notice shall
set forth: (a) as to each person whom the shareholder proposes to nominate for
election or re-election as a director, (I) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies with
respect to nominees for election as directors, pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (including without limitation
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director, if elected); and (b) as to the shareholder giving
the notice (I) the name and address, as they appear on the Corporation's books,
of such shareholder, (ii) the class and number of shares of the Corporation
which are beneficially owned by such shareholder, (iii) a representation that
the shareholder is a record or beneficial holder of at least one percent (1%) or
$1,000 in market value of stock of the Corporation entitled to vote at such
meeting; has held such stock for at least one year and shall continue to own
such stock through the date of such meeting; and intends to appear in person or
by proxy at the meeting to present the nomination; and (C) a description of all
arrangements or understandings between the shareholder and each nominee and





                                        8


<PAGE>   9



any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the shareholder. The Chairman of
the meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

         2.14 NOTICE OF NEW BUSINESS.

         At an annual meeting of the shareholders only such new business shall
be conducted, and only such proposals shall be acted upon, as shall have been
properly brought before the meeting. To be properly brought before the annual
meeting such new business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (C) otherwise properly brought before the meeting by a
shareholder. For a proposal to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation and the proposal and the shareholder must
comply with Regulation 14A under the Securities Exchange Act of 1934. 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 one hundred
twenty (120) calendar days prior to the first anniversary of the date the
Corporation's notice of annual meeting was provided with respect to the previous
year's annual meeting. If the Company did not hold an annual meeting the
previous year, or if the date of the annual meeting has been changed to be more
than thirty (30) calendar days earlier than or sixty (60) calendar days after
that anniversary, then, in order to be timely, a shareholder's notice must be
received at the principal executive offices of the Corporation not more than
ninety (90) calendar days before nor later than the later of sixty (60) days
prior to the date of such annual




                                        9


<PAGE>   10



meeting or the tenth day following the date on which public announcement of such
annual meeting is first made. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
shareholder's notice as described above.

         A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting (a) 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, (b) the name and
address, as they appear on the Corporation's books, of the shareholder proposing
such business, (C) the class and number of shares of the Corporation which are
beneficially owned by the shareholder, (d) a representation that the shareholder
is a record or beneficial holder of at least one percent (1%) or $1,000 in
market value of stock of the Corporation entitled to vote at such meeting; has
held such stock for at least one year and shall continue to own such stock
through the date of such meeting; and intends to appear in person or by proxy at
the meeting to present the proposal specified in the notice, and (e) any
financial interest of the shareholder in such proposal.

         Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 2.14. The Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that new business or any
shareholder proposal was not properly brought before the meeting in accordance
with the provisions of this Section 2.14, and if he should so determine, he
shall so declare to the meeting that any such business or proposal not properly
brought before the meeting shall not be acted upon at the meeting. This
provision shall not prevent the consideration and approval or disapproval at the
annual meeting of reports of officers, directors and committees, but in
connection with such reports





                                       10


<PAGE>   11



no new business shall be acted upon at such annual meeting unless stated and
filed as herein provided.

         2.15 CONDUCT OF MEETINGS.

         Meetings of the shareholders generally shall follow accepted rules of
parliamentary procedure, subject to the following:

                  (a) The Chairman of the meeting shall have absolute authority
over the matters of procedure, and there shall be no appeal from the ruling of
the Chairman. If, in his absolute discretion, the Chairman deems it advisable to
dispense with the rules of parliamentary procedure as to any meeting of
shareholders or part thereof, he shall so state and shall state the rules under
which the meeting or appropriate part thereof shall be conducted.

                  (b) If disorder should arise which prevents the continuation
of the legitimate business of the meeting, the Chairman may quit the chair and
announce the adjournment of the meeting; and upon so doing, the meeting is
immediately adjourned.

                  (c) The Chairman may ask or require that anyone not a bona
fide shareholder or proxy leave the meeting.

                  (d) The resolution or motion shall be considered for vote only
if proposed by a shareholder or a duly authorized proxy and seconded by a
shareholder or duly authorized proxy other than the individual who proposed the
resolution or motion.

                  (e) Except as the Chairman may permit, no matter shall be
presented to the meeting which has not been submitted for inclusion in the
agenda at least thirty (30) days prior to the meeting.





                                       11


<PAGE>   12




                                  ARTICLE III.
                                   DIRECTORS

         3.1 POWERS AND DUTIES.

         All corporate powers shall be exercised by or under the authority of
and the business and affairs of the Corporation managed under the direction of
the Board of Directors.

         3.2 NUMBER AND TERM.

                  (a) NUMBER. The Board of Directors shall consist of no fewer
than three (3) nor more than twelve (12) members. The exact number of directors,
within the minimum and maximum, or the range for the size of the Board, or
whether the size of the Board shall be fixed or variable-range may be fixed,
changed or determined from time to time by the Board of Directors.

                  (b) TERM. The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist, as nearly
as may be possible, of one-third of the total number of directors constituting
the entire Board of Directors. Each class of directors shall be elected for a
three-year term. At the 2000 annual meeting of shareholders, Class I directors
shall be elected for a three-year term; at the 2001 annual meeting Class II
directors shall be elected for a three-year term; and at the 2002 annual meeting
Class III directors shall be elected for a three-year term. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent director. A
director





                                       12


<PAGE>   13



shall hold office until the annual meeting for the year in which his term
expires and until his successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualification or removal
from office.

         3.3 MEETINGS; NOTICE.

         The Board of Directors may hold regular and special meetings either
within or without the State of Tennessee. The Board of Directors may permit any
or all directors to participate in a regular or special meeting by, or conduct
the meeting through the use of, any means of communication by which all
directors participating may 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.

                  (a) REGULAR MEETINGS. Unless the Charter otherwise provides,
regular meetings of the Board of Directors may be held without notice of the
date, time, place or purpose of the meeting.

                  (b) SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman, the President or any two (2) directors.
Unless the Charter otherwise provides, special meetings must be preceded by at
least twenty-four (24) hours' notice of the date, time and place of the meeting
but need not describe the purpose of such meeting. Such notice shall comply with
the requirements of Article XI of these Bylaws.

                  (c) ADJOURNED MEETINGS. Notice of an adjourned meeting need
not be given if the time and place to which the meeting is adjourned are fixed
at the meeting at which the adjournment is taken, and if the period of
adjournment does not exceed one (1) month in any one (1) adjournment.




                                       13


<PAGE>   14



                  (d) WAIVER OF NOTICE. A director may waive any required notice
before or after the date and time stated in the notice. Except as provided in
the next sentence, the waiver must be in writing, signed by the director and
filed with the minutes or corporate records. A director's attendance at or
participation in a meeting waives any required notice to him of such meeting
unless the director at the beginning of the meeting (or promptly upon his
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.

         3.4 QUORUM.

         Unless the Charter requires a greater number, a quorum of the Board of
Directors consists of a majority of the fixed number of directors if the
Corporation has a fixed board size or a majority of the number of directors
prescribed, or if no number is prescribed, the number in office immediately
before the meeting begins, if the Corporation has a variable-range board.

         3.5 VOTING.

         If a quorum is present when a vote is taken, the affirmative vote of a
majority of directors present is the act of the Board of Directors, unless the
Charter or these Bylaws require the vote of a greater number of directors. A
director who is present at a meeting of the Board of Directors when corporate
action is taken is deemed to have assented to such action unless:

                  (i) he objects at the beginning of the meeting (or promptly
         upon his arrival) to holding the meeting or transacting business at the
         meeting;




                                       14


<PAGE>   15



                  (ii) his dissent or abstention from the action taken is
         entered in the minutes of the meeting; or

                  (iii) he delivers written notice of his dissent or abstention
         to the presiding officer of the meeting before its adjournment or to
         the Corporation immediately after adjournment of the meeting. The right
         of dissent or abstention is not available to a director who votes in
         favor of the action taken.

         3.6 ACTION WITHOUT MEETING.

         Unless the Charter otherwise provides, any action required or permitted
by the Act to be taken at a Board of Directors' meeting may be taken without a
meeting. If all directors consent to taking such action without a meeting, the
affirmative vote of the number of directors that would be necessary to authorize
or take such action at a meeting is the act of the Board of Directors. Such
action must be evidenced by one or more written consents describing the action
taken, signed by each director in one (1) or more counterparts, indicating each
signing director's vote or abstention on the action, which consents shall be
included in the minutes or filed with the corporate records reflecting the
action taken. Action taken by consent is effective when the last director signs
the consent, unless the consent specifies a different effective date.

         3.7 COMPENSATION.

         Directors, and members of any committee created by the Board of
Directors, shall be entitled to such compensation for their services as
directors and members of such committee as shall be fixed from time to time by
the Board, and shall also be entitled to reimbursement for any reasonable




                                       15


<PAGE>   16



expenses incurred in attending meetings of the Board or of any such committee
meetings. Any director receiving such compensation shall not be barred from
serving the Corporation in any other capacity and receiving reasonable
compensation for such other services.

         3.8 RESIGNATION.

         A director may resign at any time by delivering written notice to the
Board of Directors, the Chairman, Chief Executive Officer or President, or to
the Corporation. A resignation is effective when the notice is delivered unless
the notice specifies a later effective date.

         3.9 VACANCIES.

         If a vacancy occurs on the Board of Directors, including a vacancy
resulting from an increase in the number of directors or a vacancy resulting
from the removal of a director, the Board of Directors may fill such vacancy by
an affirmative vote of a majority of the Board of Directors then in office, even
though the directors remaining in office may constitute fewer than a quorum of
the Board of Directors.

         3.10 REMOVAL OF DIRECTORS.

         Any director may be removed from office by the affirmative vote of the
holders of a majority of the voting power of the shares entitled to vote for the
election of directors, considered for this purpose as one class.





                                       16


<PAGE>   17



         A director may be removed by the shareholders only at a meeting called
for the purpose of removing him, and the meeting notice must state that the
purpose, or one of the purposes, of the meeting is removal of directors.

                                   ARTICLE IV.
                                   COMMITTEES

         4.1 COMMITTEES.

         Unless the Charter otherwise provides, the Board of Directors may
create one (1) or more committees, each consisting of one (1) or more members.
All members of committees of the Board of Directors that exercise powers of the
Board must be members of the Board and serve at the pleasure of the Board.

         The creation of a committee and appointment of a member or members to
it must be approved by the greater of (I) a majority of all directors in office
when the action is taken or (ii) the number of directors required by the Charter
or these Bylaws to take action.

         To the extent specified by the Board of Directors or in the Charter,
each committee may exercise the authority of the Board of Directors. A committee
may not, however:

                  (i) authorize distributions, except according to a formula or
         method prescribed by the Board of Directors;

                  (ii) approve or propose to shareholders action that the Act
         requires to be approved by shareholders;

                  (iii) fill vacancies on the Board or on any committee thereof;

                  (iv) amend the Charter without shareholder action;




                                       17


<PAGE>   18



                  (v) adopt, amend or repeal the Bylaws;

                  (vi) approve a plan of merger not requiring shareholder
         approval; 

                  (vii) authorize or approve reacquisitions of shares, except
         according to a formula or method prescribed by the Board of Directors;
         or

                  (viii) authorize or approve the issuance or sale or contract
         for sale of shares, or determine the designation and relative rights,
         preferences and limitations of a class or series of shares, except that
         the Board of Directors may authorize such committee to do so within
         limits specifically prescribed by the Board. 

         All such committees and their members shall be governed by the same
statutory requirements regarding meetings, action without meetings, notice and
waiver of notice, quorum and voting requirements as are applicable to the Board
of Directors and its members.

                                   ARTICLE V.
                                    OFFICERS

         5.1 NUMBER.

         The officers of the Corporation shall be a Chairman and Chief Executive
Officer, a President, one or more Vice-Presidents, a Secretary, a Treasurer and
such other officers as may be from time to time appointed by the Board of
Directors or by the Chief Executive Officer with the approval of the Board. One
person may simultaneously hold more than one office except the President may not
simultaneously hold the office of Secretary.




                                       18


<PAGE>   19



         5.2 APPOINTMENT.

         The principal officers shall be appointed annually by the Board at the
first meeting of the Board following the annual meeting of the shareholders, or
as soon thereafter as is conveniently possible. Each officer shall serve at the
pleasure of the Board and until his successor shall have been appointed, or
until his death, resignation or removal.

         5.3 RESIGNATION AND REMOVAL.

         An officer may resign at any time by delivering notice to the
Corporation. Such resignation is effective when such notice is delivered unless
such notice specifies a later effective date. An officer's resignation does not
affect the Corporation's contract rights, if any, with the officer.

         The Board of Directors may remove any officer at any time with or
without cause, but such removal shall not prejudice the contract rights, if any,
of the person so removed.

         5.4 VACANCIES.

         Any vacancy in an office from any cause may be filled for the unexpired
portion of the term by the Board of Directors.

         5.5 DUTIES.

                  (a) CHAIRMAN. The Chairman shall preside at all meetings of
the shareholders and the Board of Directors, shall be the Chief Executive
Officer of the Corporation, and shall see that all orders and resolutions of the
Board of Directors are carried into effect.




                                       19


<PAGE>   20



                  (b) PRESIDENT. The President shall be the Chief Operating
Officer of the Corporation and shall have general supervision over the active
management of the business of the Corporation. He shall have the general powers
and duties of supervision and management usually vested in the office of the
President of a corporation and shall perform such other duties as the Board of
Directors may from time to time prescribe.

                  (c) VICE PRESIDENT. The Vice President or Vice Presidents (if
any) shall be active executive officers of the Corporation, shall assist the
Chairman and the President in the active management of the business, and shall
perform such other duties as the Board of Directors may from time to time
prescribe. The Board may designate a Vice President to be the chief financial
officer of the Corporation, in which event such authority shall preempt the
duties and responsibilities set forth herein for the Secretary and Treasurer.

                  (d) SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and shall prepare and
record all votes and all minutes of all such meetings in a book to be kept for
that purpose; he shall perform like duties for any committee when required. The
Secretary shall give, or cause to be given, notice of all meetings of the
shareholders and of the Board of Directors when required, and unless directed
otherwise by the Board of Directors, shall keep a stock record containing the
names of all persons who are shareholders of the Corporation, showing their
place of residence and the number of shares held by them respectively. The
Secretary shall have the responsibility of authenticating records of the
Corporation. The Secretary shall perform such other duties as may be prescribed
from time to time by the Board of Directors.



                                       20


<PAGE>   21



                  (e) TREASURER. The Treasurer shall have the custody of the
Corporation's funds and securities, shall keep or cause to be kept full and
accurate account of receipts and disbursements in books belonging to the
Corporation, and shall deposit or cause to be deposited all moneys 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. The Treasurer shall
disburse or cause to be disbursed the funds of the Corporation as required in
the ordinary course of business or as may be ordered by the Board, taking proper
vouchers for such disbursements, and shall render to the Chairman, the President
and directors at the regular meetings of the Board, or whenever they may require
it, an account of all of his transactions as Treasurer and the financial
condition of the Corporation. He shall perform such other duties as may be
incident to his office or as prescribed from time to time by the Board of
Directors. The Treasurer shall give the Corporation a bond, if required by the
Board of Directors, in a sum and with one or more sureties satisfactory to the
Board for the faithful performance of the duties of his office and for the
restoration to the Corporation in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.

                  (f) OTHER OFFICERS. Other officers appointed by the Board of
Directors shall exercise such powers and perform such duties as may be delegated
to them.

                  (g) DELEGATION OF DUTIES. In case of the absence or disability
of any officer of the Corporation or of any person authorized to act in his
place, the Board of Directors may from time to time delegate the powers and
duties of such officer to any officer, or any director, or any other person whom
it may select, during such period of absence or disability.




                                       21


<PAGE>   22



         5.6 INDEMNIFICATION AND INSURANCE.

                  (a) INDEMNIFICATION. The Corporation shall indemnify and
advance expenses to each present and future director and officer of the
Corporation, or any person who may have served at its request as a director or
officer of another corporation (and, in either case, his heirs, executors and
administrators), to the full extent allowed by the laws of the State of
Tennessee, both as now in effect and as hereafter adopted. The Corporation may
indemnify and advance expenses to any employee or agent of the Corporation who
is not a director or officer (and his heirs, executors and administrators) to
the same extent as to a director or officer, if the Board of Directors
determines that to do so is in the best interests of the Corporation.

                  (b) NON-EXCLUSIVITY OF RIGHTS. The indemnification and
advancement of expenses provisions of subsection (a) of this Section 5.6 shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Charter, provision of these Bylaws,
resolution adopted by the shareholders, or resolution adopted by the Board of
Directors providing for such indemnification or advancement of expenses.

                  (c) INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any individual who is or was a director, officer,
employee or agent of the Corporation, or who, while a director, officer,
employee or agent of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Act.




                                       22


<PAGE>   23



                                   ARTICLE VI.
                                 SHARES OF STOCK

         6.1 SHARES WITH OR WITHOUT CERTIFICATES.

         The Board of Directors may authorize that some or all of the shares of
any or all of the Corporation's classes or series of stock be evidenced by a
certificate or certificates of stock. The Board of Directors may also authorize
the issue of some or all of the shares of any or all of the Corporation's
classes or series of stock without certificates. The rights and obligations of
shareholders with the same class and/or series of stock shall be identical
whether or not their shares are represented by certificates.

                  (a) SHARES WITH CERTIFICATES. If the Board of Directors
chooses to issue shares of stock evidenced by a certificate or certificates,
each individual certificate shall include the following on its face: (I) the
Corporation's name, (ii) the fact that the Corporation is organized under the
laws of the State of Tennessee, (iii) the name of the person to whom the
certificate is issued, (iv) the number of shares represented thereby, (v) the
class of shares and the designation of the series, if any, which the certificate
represents, and (vi) such other information as applicable law may require or as
may be lawful.

         If the Corporation is authorized to issue different classes of shares
or different series within a class, the designations, relative rights,
preferences and limitations determined for each series (and the authority of the
Board of Directors to determine variations for future series) shall be
summarized on the front or back of each certificate. Alternatively, each
certificate shall state on its front or back that the Corporation will furnish
the shareholder this information in writing, without charge, upon request.




                                       23


<PAGE>   24



         Each certificate of stock issued by the Corporation shall be signed
(either manually or in facsimile) by the Chairman, the President or a Vice
President, and by the Secretary, an Assistant Secretary, the Treasurer or an
Assistant Treasurer. If the person who signed a certificate no longer holds
office when the certificate is issued, the certificate is nonetheless valid.

                  (b) SHARES WITHOUT CERTIFICATES. If the Board of Directors
chooses to issue shares of stock without certificates, the Corporation, if
required by the Act, shall, within a reasonable time after the issue or transfer
of shares without certificates, send the shareholder a written statement of the
information required on certificates by Section 6.1(a) of these Bylaws and any
other information required by the Act.

         6.2 SUBSCRIPTIONS FOR SHARES.

         Subscriptions for shares of the Corporation shall be valid only if they
are in writing. Unless the subscription agreement provides otherwise,
subscriptions for shares, regardless of the time when they are made, shall be
paid in full at such time, or in such installments and at such periods, as shall
be determined by the Board of Directors. All calls for payment on subscriptions
shall be uniform as to all shares of the same class or of the same series,
unless the subscription agreement specifies otherwise.

         6.3 TRANSFERS.

         Transfers of shares of the capital stock of the Corporation shall be
made only on the books of the Corporation by (I) the holder of record thereof,
(ii) by his legal representative, who, upon request of the Corporation, shall
furnish proper evidence of authority to transfer, or (iii) his attorney,




                                       24


<PAGE>   25



authorized by a power of attorney duly executed and filed with the Secretary of
the Corporation or a duly appointed transfer agent. Such transfers shall be made
only upon surrender, if applicable, of the certificate or certificates for such
shares properly endorsed and with all taxes thereon paid.

         6.4 LOST, DESTROYED, OR STOLEN CERTIFICATES.

         No certificate for shares of stock of the Corporation shall be issued
in place of any certificate alleged to have been lost, destroyed or stolen
except on production of evidence, satisfactory to the Board of Directors or
Transfer Agent for the Corporation's stock, of such loss, destruction or theft,
and, if the Board of Directors or Transfer Agent for the Corporation's stock so
requires, upon the furnishing of an indemnity bond in such amount and with such
terms and such surety as either the Board of Directors or Transfer Agent for the
Corporation's stock may in its discretion require.

                                  ARTICLE VII.
                                CORPORATE ACTIONS

         7.1 CONTRACTS.

         Unless otherwise required by the Board of Directors, the Chairman, the
President or any Vice President shall execute contracts or other instruments on
behalf of and in the name of the Corporation. The Board of Directors may from
time to time authorize any other officer, assistant officer or agent to enter
into any contract or execute any instrument in the name of and on behalf of the
Corporation as it may deem appropriate, and such authority may be general or
confined to specific instances.




                                       25


<PAGE>   26



         7.2 CHECKS, DRAFTS, ETC.

         Unless otherwise required by the Board of Directors, all checks,
drafts, bills of exchange and other negotiable instruments of the Corporation
shall be signed by either the Chairman, the President, a Vice President or such
other officer, assistant officer or agent of the Corporation as may be
authorized so to do by the Board of Directors, the chief financial officer or
the President. Such authority may be general or confined to specific business,
and, if so directed by the Board of Directors, the chief financial officer or
the President, the signatures of two or more such officers may be required.

         7.3 DEPOSITS.

         All funds of the Company not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks or other
depositories as the Board of Directors may authorize.

         7.4 VOTING SECURITIES HELD BY THE CORPORATION.

         Unless otherwise required by the Board of Directors, the Chairman or
the President shall have full power and authority on behalf of the Corporation
to attend any meeting of security holders, or to take action on written consent
as a security holder, of other corporations in which the Corporation may hold
securities. In connection therewith the Chairman or the President shall possess
and may exercise any and all rights and powers incident to the ownership of such
securities which the Corporation possesses. The Board of Directors may, from
time to time, confer like powers upon any other person or persons.




                                       26


<PAGE>   27



         7.5 DIVIDENDS.

         The Board of Directors may, from time to time, declare, and the
Corporation may pay, dividends on its outstanding shares of capital stock in the
manner and upon the terms and conditions provided by applicable law. The record
date for the determination of shareholders entitled to receive the payment of
any dividend shall be determined by the Board of Directors, but which in any
event shall not be less than ten (10) days prior to the date of such payment.

                                  ARTICLE VIII.
                                   FISCAL YEAR

         The fiscal year of the Corporation shall be determined by the Board of
Directors, and in the absence of such determination, shall end on December 31 of
each year.

                                   ARTICLE IX.
                                 CORPORATE SEAL

         The Corporation shall not have a corporate seal.

                                   ARTICLE X.
                               AMENDMENT OF BYLAWS

         These Bylaws may be altered, amended or repealed, and new Bylaws may be
adopted at any meeting of the shareholders by the affirmative vote of a majority
of the stock represented at such meeting, or by the affirmative vote of a
majority of the members of the Board of Directors who are




                                       27


<PAGE>   28



present at any regular or special meeting; provided, however, Sections 2.2, 2.11
or 3.2(b) of these Bylaws may only be altered, amended or repealed at a meeting
of the shareholders by the affirmative vote of at least 66 2/3% of the stock
represented at such meeting.

                                   ARTICLE XI.
                                     NOTICE

         Unless otherwise provided for in these Bylaws, any notice required
shall be in writing except that oral notice is effective if it is reasonable
under the circumstances and not prohibited by the Charter or these Bylaws.
Notice may be communicated in person; by telephone, telegraph, teletype or other
form of wire or wireless communication; or by mail or private carrier. If these
forms of personal notice are impracticable, notice may be communicated by a
newspaper of general circulation in the area where published; or by radio,
television or other form of public broadcast communication. Written notice to a
domestic or foreign corporation authorized to transact business in Tennessee may
be addressed to its registered agent at its registered office or to the
corporation or its secretary at its principal office as shown in its most recent
annual report or, in the case of a foreign corporation that has not yet
delivered an annual report, in its application for a certificate of authority.

         Written notice to shareholders, if in a comprehensible form, is
effective when mailed, if mailed postpaid and correctly addressed to the
shareholder's address shown in the Corporation's current record of shareholders.
Except as provided above, written notice, if in a comprehensible form, is
effective at the earliest of the following: (a) when received, (b) five (5) days
after its deposit in the United States mail, if mailed correctly addressed and
with first class postage affixed thereon;




                                       28


<PAGE>   29


(C) on the date shown on the return receipt, if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of the
addressee; or (d) twenty (20) days after its deposit in the United States mail,
as evidenced by the postmark if mailed correctly addressed, and with other than
first class, registered or certified postage affixed. Oral notice is effective
when communicated if communicated in a comprehensible manner.




                                       29


<PAGE>   1
                                                                     EXHIBIT 4.2


                                   @PLAN. INC

                  AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT

         This AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (the "Agreement") is
made and entered into as of the 6th day of January, 1998, by and among @PLAN.
Inc, a Tennessee corporation (the "Company") and the other persons who are
signatories hereto.

                                    RECITALS:

         Each of the Southern Venture Fund II, L.P. ("SVFII"), Richland
Ventures, L.P. ("Richland"), Mark K. Wright, Gary R. Haynes, Roger J. Thomson,
Janice Wendell, Susan Russo and Karl Spangenberg (collectively the "Series A and
B Preferred Holders"), currently own shares of the Company's Series A
Convertible Preferred Stock (the "Series A Preferred Stock") and shares of the
Company's Series B Convertible Preferred Stock (the "Series B Preferred Stock").
Mark K. Wright ("Wright") and Gary R. Haynes ("Haynes") are the founders of the
Company and each own 250,000 shares of the Company's Common Stock, which
constitutes all of the Company's outstanding Common Stock. Wright and Haynes are
sometimes referred to herein individually as a "Founder" and collectively as the
"Founders."

         Pursuant to that certain Securities Purchase Agreement, dated the date
hereof (the "Purchase Agreement"), by and between the Company and SVFII,
Richland Ventures II, L.P., Blue Chip Capital Fund II Limited Partnership, Miami
Valley Venture Fund, L.P., Roger J. Thomson, Gary R. Haynes, Janice W. Wendell,
Mark K. Wright, and Karl Spangenberg (sometimes collectively referred to as the
"Series C Preferred Holders"), the Series C Preferred Holders will purchase
shares of the Company's Series C Convertible Preferred Stock (the "Series C
Preferred Stock"). Blue Chip Capital Fund II Limited Partnership and Miami
Valley Venture Fund, L.P. are sometimes collectively referred to herein as "Blue
Chip". Richland Ventures, L.P. and Richland Ventures II, L.P. are sometimes
collectively referred to as "Richland". The Series A Preferred Holders, Series B
Preferred Holders, and Series C Preferred Holders are sometimes referred to
herein individually as a "Preferred Holder" and collectively as the "Preferred
Holders"; and the Series A Preferred Stock, Series B Preferred Stock, and
Series C Preferred Stock are sometimes collectively referred to herein as the
"Preferred Stock". The Founders, the Series A and B Preferred Holders, and the
Series C Preferred Holders are sometimes referred to herein as the
"Shareholders".

         WHEREAS, the Company, Series A and B Preferred Holders, and Founders
entered into that certain Shareholders' Agreement, dated July 24, 1996 (the
"Shareholders' Agreement"); and

         WHEREAS, the Company, Series A and B Preferred Holders, Founders, and
Series C Preferred Holders desire (i) to amend and restate the Shareholders'
Agreement to provide that the Series C Preferred Holders shall become a party to
the Shareholders' Agreement and (ii) to amend the Shareholders' Agreement in
other material respects; and






                                       1
<PAGE>   2

         WHEREAS, it is a condition to the obligations of the Series C Preferred
Holders to purchase shares of the Series C Preferred Stock under the Purchase
Agreement that this Agreement be executed by the parties hereto.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the undersigned parties hereto agree as follows:

1. Covenants of the Company. The Company covenants and agrees with the Preferred
Holders (or such specific holder as may be identified in a specific covenant)
and the Founders as follows:

         1.1 Financial Statements; Periodic Reports. Until such time as the
Company is subject to the reporting requirements of Sections 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company
will furnish the following:

                  (a) To each Preferred Holder, within 30 days after the end of
each calendar month, unaudited statements of income and cash flows of the
Company for such month and for the period from the beginning of the current
fiscal year to the end of such month, and a balance sheet of the Company as at
the end of such month, each on a consolidated and consolidating basis, prepared
in accordance with generally accepted accounting principles (except for the
omission of footnotes) and setting forth in comparative form, figures for and
the end of the corresponding period in the preceding fiscal year, all in
reasonable detail and certified by an authorized financial officer of the
Company, subject to changes resulting from year-end adjustments and accruals;
and

                  (b) To each Preferred Holder, within 90 days after the end of
each fiscal year, statements of income, cash flows and shareholders' equity of
the Company for such year, and a balance sheet of the Company as at the end of
such year, each on a consolidated and consolidating basis, prepared in
accordance with generally accepted accounting principles and setting forth in
comparative form, corresponding financial information for the preceding fiscal
year and accompanied by the report of independent certified public accountants
of recognized standing selected by the Company;

                  (c) To SVFII, Richland, and Blue Chip within 30 days after the
end of each calendar month, the Portfolio Company Monthly Report substantially
in the form of Schedule 1.1(c) attached hereto;

                  (d) To SVFII, Richland, and Blue Chip within 30 days after any
issuance or transfer of shares of the Company's capital stock, a schedule of the
holders of all shares of the Company's capital stock; and

                  (e) Such information as is reasonably requested by SVFII,
Richland, or Blue Chip that the Company can provide without unreasonable effort
or expense.

Representatives of the Preferred Holders shall have the right to inspect the
books and records of the Company at any reasonable time during normal business
hours.






                                       2
<PAGE>   3

         1.2 Availability of Rule 144 and Rule 144A.

                  (a) At such time as the Company becomes subject to the
reporting requirements of Section 13 or Section 15(d) of the Exchange Act, it
will file with the Securities and Exchange Commission (the "Commission") all
reports required to be filed by it pursuant to Section 13 or Section 15(d) of
the Exchange Act and applicable rules and regulations thereunder, and shall
maintain full compliance with the current public information requirements of
Rule 144 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), (or any similar successor to such rule) by filing with the
Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act at any time thereafter.

                  (b) So long as a Preferred Holder owns any Restricted
Securities, the Company shall furnish to each Preferred Holder forthwith upon
written request a written statement by the Company as to its compliance with the
reporting requirements of Rule 144 (at any time from and after ninety (90) days
following the effective date of the first registration statement filed by the
Company for an offering of its securities to the general public), and of the
Exchange Act (at any time after it has become subject to such reporting
requirements), a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed as a Preferred Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing a holder to sell any such securities without registration.

                  (c) Until the Company becomes subject to the reporting
requirements of Section 13 or Section 15(d) of the Exchange Act, the Company
shall provide, at a minimum, to the Shareholder and any prospective purchaser of
any stock in the Company owned by any Shareholder, upon their request, such
reasonably current information as is required by paragraph (d) (4) of Commission
Rule 144A, as amended, for resales of certain restricted securities to qualified
institutional investors.

         1.3 Board Representation.

                  (a) The number of directors which constitutes the whole Board
of Directors is six (6). At the date hereof, the Company's Board of Directors
will be comprised of six (6) directors, four (4) of whom shall be designated by
the Preferred Holders (the "Preferred Directors") and one (1) shall be Wright
and one (1) shall be a person designated by Wright. The Preferred Directors
initially shall be Donald M. Johnston, W. Patrick Ortale, III, John H. Wyant,
and Cal Martin. Meetings of the Board of Directors shall be held not less
frequently than quarterly.

                  (b) The Company agrees that the Board of Directors shall not
consist of more than six (6) members unless such number of directors is
consented to by the holders of two-thirds (2/3) in interest of the Series A,
Series B, and Series C Preferred Stock, voting together as a single class. The
Company shall reimburse the Preferred Directors for all reasonable out-of-pocket
expenses incurred in the performance of their duties as directors, in addition
to the payment of directors' fees, if any, paid to other directors.

                  (c) SVFII, Richland, and Blue Chip shall each nominate one (1)
nominee to serve as a candidate for election as a Preferred Director
(respectively, the "SVFII Director," the "Richland Director," and the "Blue Chip
Director"). The fourth Preferred Director shall be selected 





                                       3
<PAGE>   4

by the holders of the Preferred Stock acting as a group. The selection of a
nominee as a Preferred Director candidate shall be made upon the written consent
of the holders of two-thirds (2/3) of the voting power of the outstanding shares
of Preferred Stock.

         1.4 Right to Participate in Future Financings.

                  (a) The Company hereby grants to each Preferred Holder and
Founder the right of first refusal to purchase its pro rata share of any New
Securities (as hereinafter defined) which the Company may, from time to time,
propose to sell and issue. A pro rata share, for purposes of this right of first
refusal, is the ratio that the sum of the number of shares of Common Stock and
the number of shares of Common Stock issuable upon conversion of any shares of
Preferred Stock then held by such Preferred Holder or Founder bears to the sum
of the total number of shares of Common Stock and the total number of shares of
Common Stock issuable upon conversion of all shares of preferred stock then
outstanding and held by all stockholders of the Company.

                  (b) Except as set forth below, "New Securities" shall mean any
shares of capital stock of the Company, including Common Stock and preferred
stock, whether now authorized or not, and rights, options or warrants to
purchase shares of Common Stock or preferred stock, and securities of any type
whatsoever that are, or may become, convertible or exchangeable into shares of
Common Stock or preferred stock. Notwithstanding the foregoing, "New Securities"
does not include (i) the Series A, Series B and Series C Preferred Stock or the
Common Stock issuable upon conversion of such stock; (ii) securities issued in
the acquisition of another corporation by the Company by merger, purchase of
substantially all of the assets or other reorganization whereby the Company or
its stockholders own not less than fifty-one percent (51%) of the voting power
of the surviving or successor corporation, (iii) shares of Common Stock or
related options exercisable for capital stock of the Company issued to
employees, officers and directors of, and consultants to, the Company, pursuant
to the 1996 Option Plan, (iv) stock issued pursuant to any rights or agreements,
including, without limitation, convertible securities, options and warrants,
provided that the rights of first refusal established by this Section apply with
respect to the initial sale or grant by the Company of such rights or
agreements, (v) stock issued in connection with any stock split, stock dividend
or recapitalization by the Company, (vi) the IPO Warrants (as defined in Section
1.9), and (vii) shares issued in the Company's Initial Public Offering.

                  (c) In the event the Company proposes to undertake an issuance
of New Securities, it shall give each Preferred Holder and Founder written
notice of its intention, describing the type of New Securities, and the price
and terms upon which the Company proposes to issue the same. Each Preferred
Holder and Founder shall have thirty (30) days from the date of receipt of any
such notice (i) to agree, by giving written notice to the Company, to purchase
up to such Shareholder's respective pro rata share of such New Securities for
the price and upon the terms specified in the notice and (ii) to indicate
whether such Shareholder would be willing to purchase additional New Securities
not purchased by any of the other Preferred Holders or Founders pursuant to its
right of first refusal ("Additional New Securities"), stating in such notice the
quantity of New Securities to be purchased and such Additional New Securities
which such Shareholder would be willing to purchase pursuant to clause (ii)
hereof. If more than one Shareholder notifies the Company of its willingness to
purchase Additional New Securities, the Company shall allocate any New
Securities not elected to be purchased by any Shareholder or Holder
proportionately among 





                                       4
<PAGE>   5

such notifying Shareholders, on the basis of the amount of Additional New
Securities which all such Shareholders are willing to purchase.

                  (d) In the event a Preferred Holder or Founder fails to
exercise such right of first refusal within said thirty (30) day period, the
Company shall first advise each other Preferred Holder or Founder which has
notified the Company of its willingness to purchase Additional New Securities of
the number of such Additional New Securities allocated to it, and thereafter,
the Company shall have one hundred twenty (120) days thereafter to sell or enter
into an agreement (pursuant to which the sale of New Securities covered thereby
shall be closed, if at all, within thirty (30) days from the date of said
agreement) to sell the New Securities not elected to be purchased by the
Preferred Holders at the price and upon terms no more favorable to the purchaser
of such securities than specified in the Company's notice. In the event the
Company has not sold the New Securities or entered into an agreement to sell the
New Securities within such one hundred twenty (120) day period (or sold and
issued New Securities in accordance with the foregoing within thirty (30) days
from the date of such agreement), the Company shall not thereafter issue or sell
any of such New Securities without first offering such securities to the New
Investors in the manner provided above.

         1.5 Annual Plan. The Company shall cause to be prepared for each fiscal
year an annual budget, including financial projections, which budget shall be
submitted to the Board of Directors no later than sixty (60) days prior to the
end of the preceding fiscal year and which shall be approved by a majority of
the Board of Directors (including at least two (2) of the Preferred Directors)
no later than thirty (30) days before the end of such fiscal year. After
approval, the budget may only be amended or modified in any material manner with
the consent of at least two (2) of the Preferred Directors, subject to such
other approvals as may be required by the rights and preferences of the
Company's Preferred Stock.

         1.6 Accounts and Records. The Company will keep true records and books
of account in which full, true and correct entries will be made of all dealings
or transactions in relation to its business and affairs in accordance with
generally accepted accounting principles applied on a consistent basis.

         1.7 Proprietary Information and Inventions Agreements. The Company will
cause each person now or hereafter employed by it or any subsidiary with access
to confidential information to enter into a proprietary information and
inventions agreement substantially in the form approved by the Board of
Directors.

         1.8 "Key Man" Life Insurance. The Company shall use its best efforts to
obtain and maintain until the Company's Initial Public Offering "key man" life
insurance covering the life of Mark Wright in the principal amount of
$1,000,000, with the benefits from such policy payable to the Company, provided,
however, that the Company shall not be obligated to maintain such insurance upon
the delivery to the Company of the written consent of the Preferred Directors
that such insurance may be terminated. The Company will not change the insurer
of such coverage without the prior written consent of the Preferred Directors.

         1.9 Initial Public Offering Warrants. Simultaneously with the closing
of the Company's Initial Public Offering (as defined in Section 2.1(a)), the
Company will grant to the Founders and the 





                                       5
<PAGE>   6

Preferred Holders warrants (the "IPO Warrants") to purchase the number of shares
of Common Stock which equals 8% of the number of shares sold to the public by
the Company in the Initial Public Offering, (including any shares sold pursuant
to an underwriters' over-allotment option), at an exercise price per share equal
to the initial price to public. The IPO Warrants shall be exercisable, in whole
or in part, for seven (7) years, shall contain anti-dilution adjustment rights
for stock splits, stock dividends and other events or distributions affecting
the Common Stock generally, and shall be in form reasonably satisfactory to
SVFII, Richland, and Blue Chip. The shares of Common Stock issuable upon
exercise of the IPO Warrants held by the Preferred Holders shall be entitled to
the registration rights provided in Section 2 hereof. Of the IPO Warrants, 12.5%
shall be granted to each of the Founders and 75% shall be granted to the Holders
of the Preferred Stock, in proportion to the number of shares of Preferred Stock
initially purchased by them.

         1.10 Survival of Covenants of the Company. The obligations of the
Company set forth in Sections 1.1 through 1.9 above are continuing covenants of
the Company and shall survive until terminated as provided in such provisions.

2. Registration Rights.

         2.1 Certain Definitions. As used in this Agreement, the following terms
shall have the meanings set forth below:

                  (a) "Initial Public Offering" shall mean the closing of an
initial public offering of the Company's equity securities for gross proceeds of
at least $12 million to the Company (excluding any proceeds from the exercise of
an underwriter's over-allotment option) at a price of at least $6.00 per share
(subject to adjustments for stock-splits and recapitalizations subsequent to the
date hereof).

                  (b) "Initiating Holders" shall mean holders of shares of
Preferred Stock who in the aggregate hold not less than fifty-one percent (51%)
of the outstanding shares of the Preferred Stock (or the Common Stock received
upon conversion of such Preferred Stock), as the case may be and who exercise
rights to request registration under Section 2.2.

                  (c) The terms "register," "registered" and "registration"
shall refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement and such other action as might be required with
respect to registration, qualification or compliance under applicable state
securities laws.

                  (d) "Registration Expenses" shall mean all expenses incurred
in effecting any registration pursuant to this Agreement, including, without
limitation, all registration, qualification, and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, blue sky fees
and expenses, expenses of any regular or special audits incident to or required
by any such registration and fees and reasonable disbursements of one counsel
for the Preferred Holders as selling stockholders, but shall not include Selling
Expenses, and the compensation of regular employees of the Company, which shall
be paid in any event by the Company.







                                       6
<PAGE>   7

                  (e) "Registrable Securities" shall mean (i) shares of Common
Stock issued or issuable pursuant to the conversion of the Series A, Series B
and Series C Preferred Stock, (ii) any Common Stock issued as a dividend or
other distribution with respect to or in exchange for or in replacement of the
Series A, Series B, and Series C Preferred Stock, (iii) shares of Common Stock
issued or issuable with respect to any New Securities acquired by a Preferred
Holder pursuant to the provisions of Section 1.4 above, and (iv) shares of
Common Stock issued upon exercise of the IPO Warrants; provided, however, that
Registrable Securities shall not include any shares of Common Stock which have
previously been registered or which have been sold to the public, or which have
been sold in a private transaction in which the transferor's rights under this
Agreement were not assigned.

                  (f) "Rule 144" shall mean Rule 144 as promulgated by the
Commission under the Securities Act, as such Rule may be amended from time to
time, or any similar successor rule that may be promulgated by the Commission.

                  (g) "Rule 145" shall mean Rule 145 as promulgated by the
Commission under the Securities Act, as such Rule may be amended from time to
time, or any similar successor rule that may be promulgated by the Commission.

                  (h) "Selling Expenses" shall mean all underwriting discounts,
selling commissions and stock transfer taxes applicable to the sale of
Registrable Securities and fees and disbursements of counsel for any stockholder
(other than the fees and disbursements of counsel for the Preferred Holders
included in Registration Expenses).

                  (i) "Underwriter's Cutback" shall mean a reduction in the
number of shares to be included in any underwritten offering as the result of
receipt of written notice from the representative of the underwriters to the
effect that marketing factors require a limitation on the number of shares to be
underwritten.

         2.2 Requested Registration.

                  (a) Request for Registration. If the Company shall receive
from Initiating Holders at any time or times (but in no event earlier than six
(6) months after the Company's initial public offering of the Common Stock, a
written request that the Company effect any registration with respect to
Registrable Securities, in an offering to be firmly underwritten by underwriters
selected by the Initiating Holders (subject to the consent of the Company, which
consent will not be unreasonably withheld) in which the reasonably anticipated
aggregate offering price to the public exceeds $7.5 million, the Company will:

                           (i) promptly give written notice of the proposed
registration to all other Preferred Holders; and

                           (ii) as soon as practicable, use its best efforts to
effect such registration (including, without limitation, filing post-effective
amendments, appropriate qualifications under applicable blue sky or other state
securities laws, and appropriate compliance with the Securities Act) and as
would permit or facilitate the sale and distribution of all or such portion of
such 





                                       7
<PAGE>   8

Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any Preferred Holders joining in
such request as are specified in a written request received by the Company
within twenty (20) days after such written notice from the Company is mailed or
delivered.

Notwithstanding the foregoing, the Company shall only be required to effect,
pursuant to this Section 2.2., one (1) registration of Registrable Securities of
holders of the Preferred Stock.

                  (b) Proviso. The Company shall not be obligated to effect, or
to take any action to effect, any such registration pursuant to this Section
2.2:

                           (i) in any particular jurisdiction in which the
Company would be required to execute a general consent to service of process in
effecting such registration, qualification, or compliance, unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act;

                           (ii) During the period starting with the date sixty
(60) days prior to the Company's good faith estimate of the date of filing of,
and ending on a date one hundred eighty (180) days after the effective date of,
a Company-initiated registration, provided that the Company is actively
employing in good faith all reasonable efforts to cause such registration
statement to become effective; or

                           (iii) If the Initiating Holders propose to dispose of
shares of Registrable Securities which may be immediately registered on Form S-3
pursuant to a request made under Section 2.5 hereof.

                  (c) Deferral of Registration. The Company shall file a
registration statement covering the Registrable Securities so requested to be
registered as soon as practicable after receipt of the request or requests of
the Initiating Holders; provided, however, that if (i) in the good faith
judgment of the Board of Directors of the Company, such registration would be
materially detrimental to the Company and the Board of Directors of the Company
concludes, as a result, that it is essential to defer the filing of such
registration statement at such time, and (ii) the Company shall furnish to the
Preferred Holders a certificate signed by the President of the Company stating
that in the good faith judgment of the Board of Directors of the Company, it
would be materially detrimental to the Company for such registration statement
to be filed in the near future and that it is, therefore, essential to defer the
filing of such registration statement, then the Company shall have the right to
defer such filing (except as provided in subsection (b)(ii) above) for a period
of not more than one hundred eighty (180) days after receipt of the request of
the Initiating Holders, and, provided further, that the Company shall not defer
its obligation in this manner more than once in any twelve-month period.

                  The registration statement filed pursuant to the request of
the Initiating Holders may, subject to the provisions of the Sections 2.2(b) and
2.12 hereof, include other securities of the Company, with respect to which
registration rights have been granted, and may include securities of the Company
being sold for the account of the Company, provided that all the Registrable
Shares for 




                                       8
<PAGE>   9

which the Initiating Holders have requested registration shall be covered by
such registration statement before any other securities are included.

                  (d) Underwriting. The right of any Preferred Holders joining
in a request for registration as provided in Subsection (a)(ii) above to
registration pursuant to this Section 2.2 shall be conditioned upon such
Preferred Holder's participation in such underwriting and the inclusion of such
Preferred Holder's Registrable Securities in the underwriting on the same terms
as those of the Initiating Holders (unless otherwise mutually agreed by a
majority in interest of the Initiating Holders and such Holder with respect to
such participation and inclusion). A Preferred Holder may elect to include in
such underwriting all or a part of the Registrable Securities it holds.

                  (e) Procedures. In any registration pursuant to Section 2.2,
if the Company shall request inclusion of securities to be sold for its own
account, or if other persons entitled to incidental registrations shall request
inclusion in such registration pursuant to Section 2.2, the Initiating Holders
shall, on behalf of all Preferred Holders, offer to include such securities in
the underwriting and may condition such offer on the acceptance by the Company
or such other persons of the further applicable provisions of this Section
(including Section 2.11). The Company shall (together with all Preferred Holders
and other persons proposing to distribute their securities through such
underwriting) enter into an underwriting agreement in customary form with the
representative of the underwriter or underwriters selected for such underwriting
by a majority in interest of the Initiating Holders, which underwriters are
reasonably acceptable to the Company. Notwithstanding any other provision of
this Section, if the representative of the underwriters advises the Initiating
Holders of the need for an Underwriter's Cutback, the number of shares to be
included in the underwriting or registration shall be allocated as set forth in
Section 2.12 hereof. If a person who has requested inclusion in such
registration as provided in this Subsection (e) does not agree to the terms of
any such underwriting, such person shall be excluded therefrom by written notice
from the Company, the underwriter or the Initiating Holders, and the securities
owned by such person(s) shall be withdrawn from registration (the "Withdrawn
Securities"). If there are any Withdrawn Securities and if there was an
Underwriter's Cutback, then the Company shall offer to all holders who have
retained rights to include securities in the registration the right to include
additional securities in the registration in an aggregate amount equal to the
number of Withdrawn Securities that would have been included in the registration
after giving effect to the Underwriter's Cutback had such securities not been
withdrawn, with such shares to be allocated among such Holders requesting
additional inclusion in accordance with Section 2.12.

         2.3 Company Registration.

                  (a) Notice and Procedures. If the Company shall determine to
register any of its Common Stock either for its own account or the account of a
security holder or holders exercising their respective demand registration
rights (other than pursuant to Section 2.2 or 2.5 hereof), other than a
registration relating solely to employee benefit plans (as defined under Rule
405 of the Securities Act), or a registration relating solely to a Rule 145
transaction, or a registration on any registration form that does not permit
secondary sales, the Company will:

                           (i) promptly give to each Preferred Holder written
notice thereof; and







                                       9
<PAGE>   10

                           (ii) use its best efforts to include in such
registration (and any related qualification under blue sky laws or other
compliance), except as set forth in Section 2.3(b) below, and in any
underwriting involved therein, all the Registrable Securities specified in a
written request or requests, made by any Preferred Holder and received by the
Company within ten (10) days after the written notice from the Company described
in clause (i) above is mailed or delivered by the Company. Such written request
may specify all or a part of a Preferred Holder's Registrable Securities.

Notwithstanding the foregoing, the Company shall not be required to register
stock of the Preferred Holders more than three (3) times in the aggregate
pursuant to this Section 2.3.

                  (b) Underwriting. If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the
Company shall so advise the Preferred Holders as a part of the written notice
given pursuant to Section 2.3(a)(i). In such event, the right of any Preferred
Holders to registration pursuant to this Section shall be conditioned upon such
Preferred Holder's participation in such underwriting and the inclusion of such
Preferred Holder's Registrable Securities in the underwriting to the extent
provided herein. All Preferred Holders proposing to distribute their securities
through such underwriting shall (together with the Company and the other holders
of securities of the Company with registration rights to participate therein
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the representative of the
underwriter or underwriters selected by the Company.

                  Notwithstanding any other provision of this Section, if the
representative of the underwriters advises the Company of the need for an
Underwriter's Cutback, the representative may (subject to the limitations set
forth below) limit the number of Registrable Securities to be included in the
registration and underwriting; provided, however, that Registrable Securities
shall be included in any over-allotment option granted to the underwriters
before inclusion of any shares from the Company. The Company shall advise all
holders of securities requesting registration of the Underwriter's Cutback, and
the number of shares of securities that are entitled to be included in the
registration and underwriting shall be allocated first to the Company for
securities being sold for its own account and thereafter as set forth in Section
2.12. If any person does not agree to the terms of any such underwriting, he
shall be excluded therefrom by written notice from the Company or the
underwriter and any Registrable Securities or other securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration (the
"Withdrawn Securities").

                  If there are Withdrawn Securities and if there was an
Underwriter's Cutback, the Company shall then offer to all persons who have
retained the right to include securities in the registration the right to
include additional securities in the registration in an aggregate amount equal
to the number of shares of Withdrawn Securities that would have been included in
the registration after giving effect to the Underwriter's Cutback had such
securities not been withdrawn, with such shares to be allocated among the
persons requesting additional inclusion in accordance with Section 2.12 hereof.

         2.4 Expenses of Registration. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to
Section 2.2, 2.3 and 2.5 hereof, shall be borne by the Company; provided,
however, that a Preferred Holder shall bear the Registration Expenses for 





                                       10
<PAGE>   11

any registration proceeding begun pursuant to Section 2.2 and subsequently
withdrawn by that Preferred Holder registering shares therein, unless such
withdrawal is based upon (a) material adverse information relating to the
Company that is different from the information known or available (upon request
from the Company or otherwise) to the Preferred Holders requesting registration
at the time of their request for registration under Section 2.2, or (b) material
adverse changes in the financial markets which result in a decline in the public
market price for the Company's Common Stock of at least twenty percent (20%)
from the date such registration proceeding is begun to the date of such
withdrawal. All Selling Expenses relating to securities so registered shall be
borne by the holders of such securities pro rata on the basis of the number of
shares of securities so registered on their behalf.

         2.5 Registration on Form S-3.

                  (a) After its initial public offering, the Company shall use
its best efforts to qualify for registration on Form S-3 or any comparable or
successor form or forms. After the Company has qualified for the use of Form
S-3, in addition to the rights contained in the foregoing provisions of this
Section, the Preferred Holders shall have the right to request registrations on
Form S-3 (such requests shall be in writing and shall state the number of shares
of Registrable Securities to be disposed of and the intended methods of
disposition of such shares by such Preferred Holder or Holders, provided,
however, that the Company shall not be obligated to effect any such registration
if (i) the Preferred Holder, together with the holders of any other securities
of the Company entitled to inclusion in such registration, propose to sell
Registrable Securities and such other shares of Common Stock (if any) on Form
S-3 at an aggregate price to the public of less than $1,000,000, or (ii) in the
event that the Company shall furnish the certification described in paragraph
2.2(b)(ii) or 2.2(c) (but subject to the limitations set forth therein), or
(iii) the Company will be required to obtain an audit (other than for its normal
year-end audit) for such registration to become effective. The Company shall
only be required to effect two (2) registrations of Registrable Securities
pursuant to this Section 2.5 in each calendar year, provided, however, that if
the offering is to be effected on a continuous or delayed basis pursuant to Rule
415, or any successor rule, and the registration statement is kept effective for
a period in excess of 120-days, then the Company shall not be required to effect
another registration in that calendar year.

                  (b) If a request complying with the requirements of Section
2.5 hereof is delivered to the Company, the provisions of Sections 2.2(a)(i) and
(ii) and Section 2.2(b) hereof shall apply to such registration. If the
registration is for an underwritten offering, the provisions of Sections 2.2(c)
and 2.2 (d) hereof shall also apply to such registration.

         2.6 Registration Procedures. In the case of each registration effected
by the Company pursuant to Section 2, the Company will keep each Preferred
Holder advised in writing as to the initiation of each registration and as to
the completion thereof. At its expense, the Company will use its best efforts
to:

                  (a) Keep such registration effective for a period of ninety
(90) days or until the Preferred Holder or Holders have completed the
distribution described in the registration statement relating thereto, whichever
first occurs; provided, however, that (i) such 90-day period shall be extended
for a period of time equal to the period the Preferred Holder refrains from
selling any 




                                       11
<PAGE>   12

securities included in such registration at the request of an underwriter of
Common Stock (or other securities) of the Company; and (ii) in the case of any
registration of Registrable Securities on Form S-3 which are intended to be
offered on a continuous or delayed basis, such 90-day period shall be extended,
if necessary, to keep the registration statement effective until all such
Registrable Securities are sold, provided that Rule 415, or any successor rule
under the Securities Act, permits an offering on a continuous or delayed basis,
and provided further that applicable rules under the Securities Act governing
the obligation to file a post-effective amendment permit, in lieu of filing a
post-effective amendment that (I) includes any prospectus required by Section
10(a)(3) of the Securities Act or (II) reflects facts or events representing a
material or fundamental change in the information set forth in the registration
statement, the incorporation by reference of information required to be included
in (I) and (II) above to be contained in periodic reports filed pursuant to
Section 13 or 15(d) of the Exchange Act in the registration statement;

                  (b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;

                  (c) Furnish such number of prospectuses and other documents
incident thereto, including any amendment of or supplement to the prospectus, as
a Preferred Holder from time to time may reasonably request;

                  (d) Notify each seller of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or incomplete in the light of the
circumstances then existing, and at the request of any such seller, prepare and
furnish to such seller a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such shares, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading or
incomplete in the light of the circumstances then existing;

                  (e) Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed;

                  (f) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant to such registration statement and a CUSIP number
for all such Registrable Securities, in each case not later than the effective
date of such registration;

                  (g) Otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve months, but not more than eighteen (18)
months, beginning with the first month after the effective date of the
Registration 




                                       12
<PAGE>   13

Statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act; and

                  (h) In connection with any underwritten offering pursuant to a
registration statement filed pursuant to Section 2.2 hereof, the Company will
enter into an underwriting agreement reasonably necessary to effect the offer
and sale of Common Stock, provided such underwriting agreement contains
customary underwriting provisions and provided further that if the underwriter
so requests the underwriting agreement will contain customary contribution
provisions.

         2.7 Indemnification.

                  (a) The Company will indemnify each Preferred Holder, each of
its officers, directors and partners, and each person controlling such Preferred
Holder within the meaning of Section 15 of the Securities Act, with respect to
which registration has been effected pursuant to this Section 2, and each
underwriter, if any, and each person who controls within the meaning of Section
15 of the Securities Act any underwriter, against all expenses, claims, losses,
damages, and liabilities (or actions, proceedings, or settlements in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any prospectus (including any related
registration statement, notification, or the like) incident to any registration
under this Section 2, or based on any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, or any violation by the Company of the
Securities Act or any rule or regulation thereunder applicable to the Company
and relating to action or inaction required of the Company in connection with
any such registration, and will reimburse each such Preferred Holder, each of
its officers, directors, partners, and each person controlling such Preferred
Holder, each such underwriter, and each person who controls any such
underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating and defending or settling any such claim, loss,
damage, liability, or action, provided that the Company will not be liable in
any such case to the extent that any such claim, loss, damage, liability or
expense arises out of or is based on any untrue statement or omission based upon
written information furnished to the Company by such Preferred Holder or
underwriter and stated to be specifically for use therein. It is agreed that the
indemnity agreement contained in this Section shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld).

                  (b) Each Preferred Holder will, if Registrable Securities held
by it are included in the securities as to which such registration is being
effected under this Section 2, indemnify the Company, each of its directors,
officers, partners, and each underwriter, if any, of the Company's securities
covered by such a registration statement, each person who controls the Company
or such underwriter within the meaning of Section 15 of the Securities Act, each
other such Preferred Holder and each of their officers, directors, and partners,
and each person controlling such other Preferred Holder against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement or prospectus, or any omission
(or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse the Company and such other Preferred Holder, directors, officers,






                                       13
<PAGE>   14

partners, underwriters, or control person for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability, or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement or
prospectus, in reliance upon and in conformity with written information
furnished to the Company by such Preferred Holder holding the Registrable
Securities, and stated to be specifically for use therein; provided, however,
that the obligations of such Preferred Holder hereunder shall not apply to
amounts paid in settlement of any such claims, losses, damages, or liabilities
(or actions in respect thereof (if such settlement is effected without the
consent of such Preferred Holder (which consent shall not be unreasonably
withheld); and provided that in no event shall any indemnity under this Section
exceed the gross proceeds from the offering received by such Preferred Holder.

                  (c) Each party entitled to indemnification under this Section
(the "Indemnified Party") shall give notice to the party or parties required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of such
claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not be unreasonably withheld), and the Indemnified Party
may participate in such defense at such party's expense, and provided further
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this Section,
to the extent such failure is not prejudicial. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation. Each Indemnified Party shall furnish
such information regarding itself or the claim in question as an Indemnifying
Party may reasonably request in writing and as shall be reasonably required in
connection with defense of such claim and litigation resulting therefrom.

                  (d) If the indemnification provided for in this Section is
held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any loss, liability, claim, damage, or expense referred to
therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified
Party hereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and of the Indemnified Party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the
Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

                  (e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection 




                                       14
<PAGE>   15

with the underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall control.

         2.8 Information by Holder. Each holder of Registrable Securities shall
furnish to the Company in writing such information regarding such Preferred
Holder and the distribution proposed by such Preferred Holder as the Company or
underwriters may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification, or compliance
referred to in this Section.

         2.9 Limitations on Subsequent Registration Rights. From and after the
date of this Agreement, the Company shall not, without the prior written consent
of the holders of two-thirds (2/3) in interest of the Series A, Series B, and
Series C Preferred Stock, voting together as a single class, enter into any
agreement with any holder or prospective holder of any securities of the Company
giving such holder or prospective holder any registration rights (other than
rights to registration on Form S-8) the terms of which are on a parity with or
more favorable than the registration rights granted to the Preferred Holders
hereunder.

         2.10 Transfer or Assignment of Registration Rights. The rights to cause
the Company to register securities granted to a Preferred Holder by the Company
under this Section may not be transferred or assigned by a Preferred Holder
except that any Preferred Holder which is an investment fund may transfer or
assign such rights upon the distribution to its investors of Registrable
Securities then held by such Preferred Holder, provided that the Company is
given written notice at the time of or within a reasonable time after said
transfer or assignment, stating the name and address of the transferee or
assignee and identifying the securities with respect to which such registration
rights are being transferred or assigned, and, provided further, that the
transferee or assignee of such rights assumes the obligations of such Preferred
Holder under this Section, and except that a Preferred Holder may transfer or
assign such rights to another Preferred Holder without regard to the number of
shares of Registrable Securities assigned or transferred. No transferee or
assignee of rights transferred or assigned hereunder may further transfer or
assign such rights.

         2.11 "Market Stand-Off" Agreement. If requested in writing by the
Company and an underwriter of Common Stock (or other securities) of the Company,
a Shareholder shall not sell or otherwise transfer or dispose of any Common
Stock (or other securities) of the Company held by such Shareholder (other than
those included in the registration) during a period not to exceed one hundred
eighty (180) day period following the effective date of a registration statement
of the Company filed under the Securities Act, provided that:

                  (a) such agreement shall only apply to the first such
registration statement of the Company, including securities to be sold on its
behalf to the public in an underwritten offering; and

                  (b) all Preferred Holders, Founders and officers and directors
of the Company enter into similar agreements.

         The obligations described in this Section shall not apply to a
registration relating solely to employee benefit plans (as defined in Rule 405
under the Securities Act) on Form S-1 or Form S-8 or similar forms that may be
promulgated in the future, or a registration relating solely to a 





                                       15
<PAGE>   16

Commission Rule 145 transaction on Form S-4 or similar forms that may be
promulgated in the future. The Company may impose stop-transfer instructions
with respect to the shares (or securities) subject to the foregoing restriction
until the end of said one hundred eighty (180) day or shorter period.

         2.12 Allocation of Registration Opportunities. In any circumstance in
which all of the Registrable Securities and other shares Common Stock of the
Company (including shares of Common Stock issued or issuable upon conversion of
shares of any currently unissued series of Preferred Stock of the Company) with
registration rights (the "Other Shares") requested to be included in a
registration on behalf of the Preferred Holders or other selling stockholders
cannot be so included as a result of limitations of the aggregate number of
shares of Registrable Securities and Other Shares that may be so included, the
number of shares of Registrable Securities and Other Shares that may be so
included shall be allocated among the Preferred Holders and other selling
stockholders requesting inclusion of shares pro rata on the basis of the number
of shares of Registrable Securities and Other Shares that would be held by such
Preferred Holders and other selling stockholders, assuming conversion. If any
Preferred Holder or other selling stockholder does not request inclusion of the
maximum number of shares of Registrable Securities and Other Shares allocated to
him pursuant to this procedure, the remaining portion of his allocation shall be
reallocated among those requesting Preferred Holders and other selling
stockholders whose allocations did not satisfy their requests pro rata on the
basis of the number of shares of Registrable Securities and Other Shares which
would be held by such Preferred Holders and other selling stockholders, assuming
conversion, and this procedure shall be repeated until all of the shares of
Registrable Securities and Other Shares which may be included in the
registration on behalf of the Preferred Holders and other selling stockholders
have been so allocated. The Company shall not limit the number of Registrable
Securities to be included in a registration pursuant to this Agreement in order
to include shares held by stockholders with no registration rights or to include
in that registration shares of stock issued to employees, officers, directors,
or consultants pursuant to the Company's Stock Option Plan, or with respect to
registrations under Section 2.5 hereof, in order to include in such registration
securities registered for the Company's own account.

         2.13 Delay of Registration. No Preferred Holder shall have any right to
take any action to restrain, enjoin, or otherwise delay any registration as the
result of any controversy that might arise with respect to the interpretation or
implementation of this Section 2.

         2.14 Termination of Registration Rights. The right of any Preferred
Holder to request registration or inclusion in any registration pursuant to this
Section 2 shall terminate on such date after the Company's Initial Public
Offering as all shares of Registrable Securities held or entitled to be held
upon conversion by such Preferred Holder may immediately be sold under Rule 144
during any 90-day period.

3. Covenants of Certain Shareholders.

         3.1 Co-Sale Rights. In order to induce the Preferred Holders to
purchase the Preferred Stock and for the Preferred Holders to enter into this
Agreement, each Founder covenants and agrees with the Preferred Holders as
follows:






                                       16
<PAGE>   17

                  (a) Until the Company's Initial Public Offering, all shares of
capital stock and other securities (including, without limitation, Common Stock,
preferred stock, and other equity securities of the Company, including warrants,
rights, and options and securities convertible into any of the foregoing) owned
beneficially by such Founder, directly or indirectly, shall be subject to the
terms and conditions of this Section. All certificates representing the
securities subject to this Section (the "Co-Sale Securities") shall bear an
appropriate legend setting forth notice of this Agreement.

                  (b) a Founder (as such, a "Selling Founder"), may sell or
otherwise dispose of any of the Co-Sale Securities only after notifying each of
the Preferred Holders in writing of such intended sale or disposition (a "sale")
at least fifteen (15) days prior to the date thereof, which notice shall
identify the prospective purchaser (the "Co-Sale Purchaser") and shall state the
full terms, including, without limitation, the consideration to be paid, and
other terms and conditions of payment, the date on or about which the sale is to
be made, the number or amount of the Co-Sale Securities to be sold or disposed
of, and such other information as may be relevant to the transaction.

                  (c) Within fifteen (15) days after the date of such notice 
provided in paragraph (b) of this Section:

                           (i) each of the Preferred Holders may notify the
Selling Founder that such Holder will sell to either the Co-Sale Purchaser, or
to the Selling Founder, such Preferred Holder's pro rata portion (as defined
below), of the Eligible Shares (as defined below) on the same terms as the
Selling Founder sets forth in his notice to the Preferred Holders. Upon receipt
of such a notice from the Preferred Holder(s), (A) the Selling Founder shall
assign (if such agreement of sale is assignable) to the Preferred Holders so
much of his interest in the agreement of sale as the Preferred Holders shall be
entitled to and shall request hereunder (such assignment shall be in form and
substance reasonably satisfactory to each Preferred Holder), or (B) at the
Selling Founder's option and demand, the Selling Founder shall buy, under the
same terms and conditions as set forth in the notice from the Selling Founder
under paragraph (b) above, all or any part of the Eligible Shares which the
Preferred Holders would have been authorized to sell under the preceding
provisions of this subparagraph (i); provided, however, that the Selling Founder
shall not be required to purchase any Eligible Shares from the Preferred Holders
if his proposed sale fails to be consummated without fault on his part. A
Preferred Holder's "pro rata portion" is the percentage obtained by dividing the
number of shares of the Company's Common Stock owned by such Preferred Holder or
which such Preferred Holder has the right to acquire, by the number of such
shares owned by all Preferred Holders. "Eligible Shares" means the number of
shares to be sold by the Selling Founder as set forth in his notice multiplied
by a fraction the numerator of which is the number of shares of Common Stock
owned by the Preferred Holders or which the Preferred Holders have the right to
acquire upon conversion of the Preferred Stock, and the denominator of which is
the sum of (X) such number of shares constituting the numerator and (Y) the
number of shares of Common Stock owned by the Selling Founder or which the
Selling Founder has the right to acquire. For example, if in a transaction to
which these co-sale rights apply (i) the Selling Founder proposes to sell 50,000
shares of Common Stock and owns a total of 100,000 shares of Common Stock, (ii)
all Preferred Holders own an aggregate of 25,000 shares of Common Stock or
rights to acquire Common Stock and (iii) a Preferred Holder owns 2,500 shares of
Common Stock; then there would be 10,000 Eligible Shares and the Preferred
Holder would be entitled to sell 1,000 shares; or






                                       17
<PAGE>   18

                           (ii) a Preferred Holder may notify the Selling
Founder that the Preferred Holder desires to purchase from the Selling Founder
all of the shares of the Selling Founder's stock which the Selling Founder
intends to sell on the same terms and conditions as those set forth in the
Selling Founder's notice of sale; provided that if more than one Preferred
Holder gives such notice, each such Preferred Holder shall purchase its
proportionate share of the shares to be sold by the Selling Founder, determined
by dividing the number of shares of the Company's Common Stock owned by the
Preferred Holder or which such Preferred Holders have the right to acquire, by
the total number of shares of the Company's Common Stock owned by all Preferred
Holders giving such notice or which such Preferred Holder has the right to
acquire; or

                           (iii) if none of the Preferred Holders send notice to
the Selling Founder pursuant to subparagraph (i) or (ii) above, then the Selling
Founder may, for a period of ninety (90) days following the expiration of the
fifteen (15) day response period provided in this subsection (c), sell to the
Co-Sale Purchaser, that number of shares, at the price and on the same terms and
conditions, as those described in the notice sent to the Preferred Holders under
subsection (b).

                           If any material or economic terms of the initial
proposed sale are modified, the Selling Founder shall follow the same procedures
with respect to the modified proposal as are provided above with respect to the
original proposed sale.

                           Any notice given by the Preferred Holders pursuant to
subparagraph (i) or (ii) above shall, when taken together with the notice given
by the Selling Founder to the Preferred Holders, constitute a binding legal
agreement on the terms and conditions therein set forth, it being understood
that any modification or amendment by the Preferred Holders of the terms and
conditions set forth in said notice given by the Selling Founder other than as
provided herein shall be of no force and effect unless consented to in writing
by the Selling Founder.

                           The Selling Shareholder shall be entitled to rely
conclusively upon any notice received, or the failure to receive any notice,
from the Preferred Holders pursuant to subparagraph (i) or (ii) above with
respect to his rights and obligations under this Section. Each Preferred
Holder's rights under this Section are several, and if a Preferred Holder elects
not to sell shares pursuant to this Section, the Selling Founder may proceed to
sell such shares without being required to offer the right to sell that
Preferred Holder's pro rata share to other Preferred Holders.

                           The closing date of the purchase and sale of any
securities under subparagraph (i) or (ii) above shall be either (A)
simultaneously with the closing of the sale of the Co-Sale Securities by the
Selling Founder to the Co-Sale Purchaser or (B) the date agreed upon between the
Selling Founder and the Co-Sale Purchaser as the anticipated closing date for
sale of such Co-Sale Securities as set forth in the notice by the Selling
Founder under paragraph (b).

                           (iv) Notwithstanding anything to the contrary in the
foregoing provisions, (X) Preferred Holders shall have no right of co-sale
pursuant to this Section if a Founder sells equity securities as a part of an
underwritten public offering by the Company in which the Preferred Holders are
entitled to include shares pursuant to Section 2 hereof; (Y) transfers of equity
securities of the Company by a Founder shall not be subject to this Section if
such transfers are made to donees 





                                       18
<PAGE>   19

or "affiliates" (as such term is defined in Rule 405 under the Securities Act)
or members of his "immediate family" (as such term is defined in Rule 16a-1
under the Exchange Act) and which transferee agrees in writing to comply with
this Section as to the transfer of such securities, or if such transfers are
made pursuant to a bona fide pledge of securities to a financial institution;
and (Z) exercise of options or conversion rights, if any, held by a Founder
shall not be a transaction to which this Section applies; provided that the
provisions of this Section 3.1 shall terminate with respect to a particular
Founder at such time that all equity securities then owned, or which such
Founder has the right to acquire, or which are otherwise subject to this Section
3.1, do not exceed 2% of the Company's Common Stock then outstanding, on a fully
diluted basis.

         3.2 Voting Agreements.

                  (a) Until the Company's Initial Public Offering, the Founders
and the Preferred Holders shall vote all voting securities of the Company
beneficially owned by them for the election to the Company's Board of Directors
pursuant to Section 1.3 hereof, of (i) Mark Wright, (ii) a person designated by
Mark Wright, and (iii) the nominees of the holders of Preferred Stock. In
addition, subject to applicable fiduciary duties, in the event that any nominee
of the holders of Preferred Stock reasonably believes that Mark Wright and
another candidate for Chairman of the Board of Directors are equally qualified
to serve in such capacity, such nominee shall vote to elect Mark Wright as
Chairman of the Board of Directors, such agreement to continue until the earlier
of Mark Wright's death, resignation, removal for "cause" (as defined in the 1996
Option Plan or the Company's Initial Public Offering).

                  (b) All certificates representing voting securities subject to
this Section 3.2 shall bear a legend substantially similar to that set forth in
Section 3.4(b) setting forth notice of this voting agreement. All transferees of
voting securities from the Preferred Holders and/or the Founders shall agree in
writing to comply with this Section 3.2 as to the voting of such securities
pursuant to this Agreement.

         3.3 Ownership. Each Founder represents and warrants that he is the sole
legal and beneficial owner of the shares of Common Stock and/or rights to
acquire Common Stock subject to this Shareholders Agreement and that no other
person has any interest in such shares and/or warrants, including the power to
vote such shares of Common Stock (whether by proxy, contract or otherwise).

         3.4 Legend. The Founders and/or the Preferred Holders, as applicable
and severally, represent and warrant as follows:

                  (a) Each certificate representing shares of capital stock now
or hereafter owned by a Founder or issued to any person in connection with a
transfer pursuant to Section 3.1 hereof shall be endorsed with the following
legend:

         THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
         REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS
         OF A CERTAIN CO-SALE AGREEMENT BY AND BETWEEN THE SHAREHOLDER, THE
         CORPORATION AND CERTAIN




                                       19
<PAGE>   20

         HOLDERS OF STOCK OF THE CORPORATION, SET FORTH IN A SHAREHOLDERS
         AGREEMENT DATED AS OF JULY 24, 1996, AS AMENDED AND RESTATED ON
         DECEMBER 31, 1997. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON
         WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

                  (b) Each certificate representing shares of capital stock now
or hereafter owned by a Founder or any Preferred Holder or issued to a
transferee of any such stockholder shall be endorsed with the following legend:

         THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
         CONDITIONS OF A VOTING AGREEMENT BY AND BETWEEN THE SHAREHOLDER, THE
         CORPORATION AND CERTAIN HOLDERS OF STOCK OF THE CORPORATION, SET FORTH
         IN A SHAREHOLDERS AGREEMENT DATED AS OF JULY 24, 1996, AS AMENDED AND
         RESTATED ON DECEMBER 31, 1997. COPIES OF THIS AGREEMENT MAY BE OBTAINED
         UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

                  (c) Each Founder and each Preferred Holder agrees that the
Company may instruct its transfer agent to impose transfer restrictions on the
shares represented by certificates bearing the legends referred to in this
Section to enforce the provisions of this Agreement and the Company agrees to
promptly do so. The legend shall be removed upon termination of this Agreement.

4. Notices. All notices, requests, consents and other communications hereunder
(except as stated in the last sentence of this Section) shall be in writing and
shall be personally delivered or mailed by first-class registered or certified
mail, postage prepaid (return receipt requested):

         if to the Shareholder: at his address as set forth in Schedule 4 to
         this Agreement, marked for attention as there indicated, or at such
         other address as may have been furnished to the Company by him in
         writing

         with a copy to:                    Sherrard & Roe, PLC
                                            424 Church Street, Suite 2000
                                            Nashville, Tennessee 37219
                                            Attention: Donald I. N. McKenzie

         if to the Company:                 @Plan. Inc
                                            Three Landmark Square
                                            Suite 400
                                            Stamford, Connecticut 06901
                                            Attention: President






                                       20
<PAGE>   21

         with a copy to:                    Bass, Berry & Sims PLC
                                            2700 First American Center
                                            Nashville, TN 37238-2700
                                            Attention: J. Page Davidson

The financial statements and other reports required by Section 1.1 may be mailed
by first-class regular mail.

5. Integration; Amendment and Waiver. This Agreement embodies the entire
agreement and understanding between the Founders, the Preferred Holders and the
Company and supersedes all prior agreements and understandings relating to the
subject matter hereof. Neither this Agreement nor any term hereof may be
changed, waived, discharged, or terminated orally or in writing, except that any
term of this Agreement may be amended and the observance of any such term may be
waived (either generally or in a particular instance and either retroactively or
prospectively) with (but only with) the written consent of the Company,
Preferred Holders holding in the aggregate, at least two-thirds (2/3) in
interest of the outstanding Preferred Stock (voting together as a single class)
and at least one of the Founders, provided, however, that no such amendment or
waiver shall be effective against a Founder unless such Founder has consented in
writing to such amendment or waiver.

6. Reorganization, Reclassification, Merger, and Consolidation. The Company will
not effect any consolidation, merger, exchange of shares of capital stock, or
sale of its assets, unless prior to the consummation thereof the successor
corporation (if other than the Company) resulting from such consolidation,
merger, or exchange, or the company purchasing such assets shall assume, by
written instrument executed and mailed or delivered to the Preferred Holders, an
express assumption of the terms, conditions and obligations of this Agreement as
if it has been a party hereto.

7. Severability. Should any one or more of the provisions of this Agreement or
any agreement entered into pursuant hereto be determined to be illegal or
unenforceable, all other provisions of this Agreement and such other agreements
shall be given effect separately from the provision or provisions determined to
be illegal or unenforceable and shall not be affected thereby.

8. Miscellaneous.

         8.1 This Agreement shall be constructed and enforced in accordance with
the laws of the State of Tennessee without regard to its principles of conflicts
of laws.

         8.2 This Agreement shall terminate upon the closing of the Company's
Initial Public Offering, except that the provisions of Sections 1.2, 1.9, and 2
shall survive and continue in full force and effect in accordance with their
terms.

         8.3 All of the terms of this Agreement, whether so expressed or not,
shall be binding upon the respective personal representatives, successors and
assigns of the parties hereto and shall inure to the benefit of and be
enforceable by the respective personal representative, successors and assigns of
the parties hereto; provided, however, that, subject to the provisions of
Section 2.10 




                                       21
<PAGE>   22

hereof, this Agreement may not be assigned by any party hereto without the prior
written consent of the Company.

         8.4 Each Exhibit and Schedule to this Agreement is made a part of this
Agreement as though set forth in full herein. The headings in this Agreement are
for convenience of reference only, and shall not limit or otherwise affect the
meaning hereof.

         8.5 Whenever the masculine gender is used herein, it shall be deemed to
include the feminine and the neuter.

         8.6 This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

                  (Remainder of Page Intentionally Left Blank)








                                       22
<PAGE>   23



         IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Shareholders' Agreement effective as of the day and year first above
written.

                                   @PLAN. INC

                                   By:  /s/ Mark Wright
                                        ----------------------------------------
                                        Mark Wright, Chairman

SHAREHOLDERS:

COMMON SHAREHOLDERS:

                                                                  Number of
                                                                    Shares
                                                                  ---------

/s/ Mark Wright                                        
- ----------------------------------------                            250,000
Mark Wright

/s/ Gary Haynes                         
- ----------------------------------------                            250,000
Gary Haynes


<PAGE>   24


PREFERRED SHAREHOLDERS:

<TABLE>
<CAPTION>
                                                                                Number of Shares
                                                                   ---------------------------------------------
                                                                   Series A         Series B          Series C
                                                                   Preferred        Preferred         Preferred
                                                                   ---------        ---------         ---------

<S>                                                                 <C>              <C>               <C>    
The Southern Venture Fund II, L.P.                                  200,000          900,000           166,667
By:      Its General Partner
         SV Partners II, L.P.

         By: /s/ Donald M. Johnston
             ----------------------------------------
                A General Partner

Richland Ventures, L.P.                                             200,000          900,000              0
By:      Its General Partner

         By: /s/ W. Patrick Ortale, III                                        
             ----------------------------------------
                A General Partner

Blue Chip Capital Fund II Limited Partnership                          0                0              425,000
By:      Blue Chip Venture Company, Ltd.
         Its General Partner

         By: /s/ John H. Wyant                                        
             ----------------------------------------
                A Manager

Miami Valley Venture Fund, L.P.                                        0                0              75,000
By:      Blue Chip Venture Company of Dayton,
         Ltd., Its Special Limited Partner

         By: /s/ John H. Wyant                                        
             ----------------------------------------
                A Manager

/s/ Mark Wright                                                      5,000           22,500             3,000
- -----------------------------------------------------
Mark Wright

/s/ Gary Haynes                                                     20,000           40,000            30,000
- -----------------------------------------------------
Gary Haynes
</TABLE>







<PAGE>   25

<TABLE>
<S>                                                                 <C>              <C>               <C>    
Gary R. Haynes 1994 Charitable Remainder                               0             50,000               0
Unitrust

By: /s/ Gary Haynes
    -------------------------------------------------
Title:  Trustee

/s/ Roger J. Thomson                                                10,000           45,000            14,000
- -----------------------------------------------------
Roger J. Thomson

/s/ Janice Wendell                                                  10,000           45,000            10,000
- -----------------------------------------------------
Janice Wendell

/s/ Susan Russo                                                     25,000           11,250               0
- -----------------------------------------------------
Susan Russo

/s/ Karl Spangenberg                                                    500             2,250             2,000
- -----------------------------------------------------
Karl Spangenberg

Richland Ventures II, L.P.                                             0                0             1,000,000
By:     Its General Partner

        By: /s/ W. Patrick Ortale, III                                         
            ------------------------------------------
            A General Partner
</TABLE>


<PAGE>   26



                      SCHEDULE 4 TO SHAREHOLDERS' AGREEMENT

Addresses for Notice Purposes:

                  The Southern Venture Fund II, L.P.
                  c/o Massey Burch Capital Corp.
                  310 25th Avenue North, Suite 105
                  Nashville, TN  37203
                  Attn:    Mr. Donald M. Johnston

                  Richland Ventures, L.P.
                  Richland Ventures II, L.P.
                  200 31st Avenue N., Suite 200
                  Nashville, TN  37203
                  Attn:    Mr. Jack Tyrrell
                           Mr. W. Patrick Ortale, III

                  Blue Chip Capital Fund II Limited Partnership
                  Miami Valley Venture Fund, L.P.
                  2000 PNC Center, 201 E. 5th Street
                  Cincinnati, Ohio 45202
                  Attn:    John H. Wyant

                  Mark K. Wright
                  @Plan. Inc.
                  Three Landmark Square, Suite 400
                  Stamford, CT 06901
                  Phone:   (203) 961-0340
                  Fax:     (203) 964-0136

                  Mr. Roger J. Thomson
                  c/o Donaldson, Lufkin & Jennette Securities Corporation
                  277 Park Avenue, 8th floor
                  New York, NY  10172
                  Phone:   (212) 892-2677
                  Fax:     (212) 892-8244

                  Ms. Janice Wendell
                  15 Inverarary Drive
                  Nashville, TN  37215
                  Phone:   (615) 665-2852
                  Fax:     (615) 665-2855





<PAGE>   27

                  Ms. Susan Russo
                  @Plan. Inc.
                  Three Landmark Square, Suite 400
                  Stamford, CT 06901
                  Phone:   (203) 961-0340
                  Fax:     (203) 964-0136

                  Mr. Karl Spangenberg
                  @Plan. Inc.
                  Three Landmark Square, Suite 400
                  Stamford, CT 06901
                  Phone:   (203) 961-0340
                  Fax:     (203) 964-0136

                  Mr. Gary Haynes
                  c/o Ericson Marketing Communications
                  1130 8th Avenue South
                  Nashville, TN 37203
                  Phone: (615) 242-1050
                  Fax:     (615) 242-2276
<PAGE>   28





                                                                       EXHIBIT 1



              DIRECTORS' AND OFFICERS' LIABILITY INSURANCE POLICY

<PAGE>   29



                                    @PLAN.INC

                   AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
                             SHAREHOLDERS' AGREEMENT

         The Amended and Restated Shareholders' Agreement entered into as of the
31st day of December, 1997, by and among @plan.inc, a Tennessee corporation (the
"Company") and the other persons signatories thereto is hereby amended as
follows:

Sections 1.3(a) and (b) shall be replaced in their entirety by the following:

         1.3 Board Representation.

                  (a) The number of directors which constitutes the whole Board
                  of Directors is seven (7). At the date hereof, the Company's
                  Board of Directors will be comprised of seven (7) directors,
                  four (4) of whom shall be designated by the Preferred Holders
                  (the "Preferred Directors") and one (1) shall be Mark K.
                  Wright. The Preferred Directors initially shall be Donald M.
                  Johnston, W. Patrick Ortale, III, John H. Wyant and Cal
                  Martin. Meetings of the Board of Directors shall be held not
                  less frequently than quarterly.

                  (b) The Company agrees that the Board of Directors shall not
                  consist of more than seven (7) members unless such number of
                  directors is consented to by the holders of two-thirds (2/3)
                  in interest of the Series A, Series B and Series C Preferred
                  Stock, voting together as a single class. The Company shall
                  reimburse the Preferred Directors for all reasonable
                  out-of-pocket expenses incurred in the performance of their
                  duties as directors, in addition to the payment of directors'
                  fees, if any, paid to other directors.

         Section 1.3 (c) shall not be amended.




<PAGE>   1
                                                                    EXHIBIT 4.3



         THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY
NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH
APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO
OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER
THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION
WITH SUCH PROPOSED TRANSFER.

                             STOCK PURCHASE WARRANT

         This Warrant is issued as of this _____ day of _______, 1999, by
@plan.inc, a Tennessee corporation (the "Company"), to __________________
("Holder").

                                   AGREEMENT:

         Section 1. Issuance of Warrant; Term; Replacement.

         (a) The Company hereby grants to Holder the right to purchase
___________ shares of the Company's common stock, no par value per share (the
"Common Stock").

         (b) The shares of Common Stock issuable upon exercise of this Warrant
are hereinafter referred to as the "Shares." This Warrant shall be exercisable
at any time and from time to time from the date hereof until seven (7) years
from the date hereof, or if such day is a day on which banking institutions in
Tennessee are authorized by law to close, then on the next succeeding day that
shall not be such a day.

         (c) Upon receipt by the Company of evidence reasonably satisfactory to
it of the loss, theft, destruction, or mutilation of this Warrant, and (in the
case of loss, theft, or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver a new Warrant of like tenor and date. Any such new
Warrant executed and delivered shall constitute an additional contractual
obligation on the part of the Company, whether or not this Warrant so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

         Section 2. Exercise Price. The exercise price (the "Exercise Price")
per share for which all or any of the Shares may be purchased pursuant to the
terms of this Warrant shall initially be $______.




<PAGE>   2



         Section 3. Exercise. This Warrant may be exercised by the Holder hereof
(but only on the conditions hereafter set forth) in whole or in part upon
delivery of written notice of intent to exercise to the Company at the following
address: Three Landmark Square, Suite 400, Stamford, Connecticut 06901,
Attention: Chief Executive Officer, or such other address as the Company shall
designate in a written notice to the Holder hereof, together with this Warrant
and payment to the Company of the aggregate Exercise Price of the Shares so
purchased. The Exercise Price shall be payable by certified or cashier's check,
immediately available funds or by delivery of shares of Common Stock (with the
value of such Common Stock to be based on the reported closing price of the
Common Stock on the NASDAQ National Market System on the date this Warrant is
exercised) or such other method mutually acceptable to the Company and the
Holder. Upon exercise of this Warrant as aforesaid, the Company shall as
promptly as practicable, and in any event within fifteen (15) days thereafter,
execute and deliver to the Holder of this Warrant a certificate or certificates
for the total number of whole Shares for which this Warrant is being exercised
in such names and denominations as are requested by such Holder. If this Warrant
shall be exercised with respect to less than all of the Shares, the Holder shall
be entitled to receive a new Warrant covering the number of Shares in respect of
which this Warrant shall not have been exercised, which new Warrant shall in all
other respects be identical to this Warrant.

         Section 4. Covenants and Conditions. The above provision is subject to
the following:

         (a) Neither this Warrant nor the Shares have been registered under the
Securities Act or any state securities laws ("Blue Sky Laws"). The Holder
acknowledges and agrees that this Warrant has been acquired for investment
purposes and not with a view to distribution or resale in violation of the
registration provisions of the Securities Act. This Warrant may not be pledged,
hypothecated, sold, made subject to a security interest, or otherwise
transferred without (i) an effective registration statement for such Warrant
under the Securities Act and such applicable Blue Sky Laws or (ii) an opinion of
counsel, which opinion and counsel shall be reasonably satisfactory to the
Company and its counsel, that registration is not required under the Securities
Act or under any applicable Blue Sky Laws; and transfer of Shares issued upon
the exercise of this Warrant shall be restricted in the same manner and to the
same extent as the Warrant, and the certificates representing such Shares shall
bear substantially the following legend:

         THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A
REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS
SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR (II) IN THE OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE
STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.

The Holder hereof and the Company agree to execute such other documents and
instruments as counsel for the Company reasonably deems necessary to effect the
compliance of the issuance of this



                                        2


<PAGE>   3



Warrant and any shares of Common Stock issued upon exercise hereof with
applicable federal and state securities laws.

         (b) The Company covenants and agrees that all Shares that may be issued
upon exercise of this Warrant will, upon issuance and payment therefor, be
legally and validly issued and outstanding, fully paid and nonassessable, free
from all taxes, liens, charges, and preemptive rights, if any, with respect
thereto or to the issuance thereof. The Company shall at all times reserve and
keep available for issuance upon the exercise of this Warrant such number of
authorized but unissued shares of Common Stock as will be sufficient to permit
the exercise in full of this Warrant.

         Section 5. Adjustment of Exercise Price and Number of Shares Issuable.
The Exercise Price and the number of Shares (or other securities or property)
issuable upon exercise of this Warrant shall be subject to adjustment from time
to time upon the occurrence of any of the events enumerated in this Section 5.

         (a) Common Stock Reorganization. If the Company shall (i) subdivide or
consolidate its outstanding shares of Common Stock (or any class thereof) into a
greater or smaller number of shares; (ii) pay a dividend or make a distribution
on its Common Stock (or any class thereof) in shares of its capital stock; or
(iii) issue by reclassification of its Common Stock (or any class thereof) any
shares of its capital stock (any such event described in clauses (i), (ii), or
(iii) being called a "Common Stock Reorganization"), then the Exercise Price and
the type of securities for which this Warrant is exercisable shall be adjusted
immediately such that the Holder thereafter shall be entitled to receive upon
exercise of this Warrant the aggregate number and type of securities that it
would have received if this Warrant had been exercised immediately prior to such
Common Stock Reorganization.

         (b) Capital Reorganizations. If there shall be any consolidation,
merger, or amalgamation of the Company with another person or entity or any
acquisition of capital stock of the Company by means of a share exchange, other
than a consolidation, merger, or share exchange in which the Company is the
continuing corporation, or any sale or conveyance of the property of the Company
as an entirety or substantially as an entirety, or any reorganization or
recapitalization of the Company (any such event being called a "Capital
Reorganization"), then the Holder of this Warrant shall no longer have the right
to purchase Common Stock, but shall have instead the right to purchase, upon
exercise of this Warrant, the kind and amount of shares of stock and other
securities and property (including cash) that the Holder would have owned or
have been entitled to receive pursuant to such Capital Reorganization if this
Warrant had been exercised immediately prior to the effective date of such
Capital Reorganization. As a condition to effecting any Capital Reorganization,
the Company or the successor or surviving corporation, as the case may be, shall
assume by a supplemental agreement, satisfactory in form, scope, and substance
to the Holder (which shall be mailed or delivered to the Holder of this Warrant
at the last address of such Holder appearing on the books of the Company) the
obligation to deliver to such Holder such shares of stock, securities, cash, or
property as, in accordance with the foregoing provisions, such Holder may be
entitled to purchase after giving effect to the Capital Reorganization, and all
other obligations of the Company set forth in this Warrant.




                                        3


<PAGE>   4



         (c) Adjustment Rules. Any adjustments pursuant to this Section 5 shall
be made successively whenever an event referred to herein shall occur. No
adjustment shall be made pursuant to this Section 5 in respect of the issuance
from time to time of shares of Common Stock upon the exercise of this Warrant or
upon the exercise or conversion of any other stock or other securities
convertible into or exchangeable for Common Stock ("Convertible Securities") or
any rights to subscribe for or to purchase, or any warrants or options for the
purchase of, Common Stock or Convertible Securities.

         (d) Notice of Adjustment. Not less than 10 days prior to the record
date or effective date, as the case may be, of any action that requires or might
require an adjustment or readjustment pursuant to this Section 5, the Company
shall give notice to the Holder of such event, describing such event in
reasonable detail and specifying the record date or effective date, as the case
may be, and, if determinable, the required adjustment and the computation
thereof. If the required adjustment is not determinable at the time of such
notice, the Company shall give notice to the Holder of such adjustment and
computation promptly after such adjustment becomes determinable.

         Section 6. Registration Rights. Holder shall be entitled to certain
demand, piggy-back and S-3 registration rights as described in Section 2 of the
Amended and Restated Shareholders' Agreement, dated as of December 31, 1997,
among the Company, Holder and certain other shareholders.

         Section 7. Warrant Transfer Provisions. THIS WARRANT MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS PREVIOUSLY
CONSENTED TO IN WRITING BY THE COMPANY, AND NO SALE, TRANSFER, ASSIGNMENT,
HYPOTHECATION OR OTHER DISPOSITION OF THIS WARRANT PRIOR TO SUCH DATE SHALL BE
VALID OR EFFECTIVE UNLESS PREVIOUSLY CONSENTED TO IN WRITING BY THE COMPANY. Any
transfer of this Warrant, if previously consented to by the Company, is
registrable at the office or agency of the Company referred to in Section 9
below by the Holder in person or by his duly authorized attorney, upon surrender
of this Warrant properly endorsed.

         Section 8. No Rights or Liabilities as a Shareholder. This Warrant
shall not entitle the Holder to any voting rights or other rights as a
shareholder of the Company. No provision of this Warrant, in the absence of
affirmative action by the Holder to purchase Shares, and no mere enumeration
herein of the rights or privileges of the Holder, shall give rise to any
liability of Holder for the Exercise Price or as a shareholder of the Company,
whether such liability is asserted by the Company or by creditors of the
Company.

         Section 9. Notices. All notices, requests and other communications
required or permitted to be given or delivered hereunder to the holder of this
Warrant shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail, postage prepaid and addressed, to Holder at the
address shown for Holder on the books of the Company, or at such other address
as shall have been furnished to the Company by notice from Holder. All notices,
requests and other communications required or permitted to be given or delivered
hereunder to the Company shall be




                                        4


<PAGE>   5



in writing and shall be personally delivered, or shall be sent by certified or
registered mail, postage prepaid and addressed to the office of the Company at
Three Landmark Square, Suite 400, Stamford, Connecticut 06901, or at such other
address as shall have been furnished to the Holder by notice from the Company.
All notices, requests and other communications shall be deemed to have been
given either at the time of the delivery thereof to the person entitled to
receive such notice at the address of such person for purposes of this Section
9, or, if mailed, at the completion of the third full day following the date of
such mailing thereof to such address, as the case may be.

         Section 10. Fractional Shares. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant, but the Company shall pay the Holder an amount equal to the fair market
value of such fractional share of Common Stock in lieu of each fraction of a
share otherwise called for upon any exercise of this Warrant.

         Section 11. Applicable Law. The Warrant is issued under and shall for
all purposes be governed by and construed in accordance with the laws of the
State of Tennessee applicable to contracts made and to be performed wholly
within such state without regard to its conflict of laws rules.

         Section 12. Miscellaneous.

                  (a) Amendments. This Warrant and any provision hereof may not
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party (or any predecessor in interest thereof) against
which enforcement of the same is sought.

                  (b) Descriptive Headings. The descriptive headings of the
several Paragraphs of this Warrant are inserted for purposes of reference only
and shall not affect the meaning or construction of any of the provisions
hereof.

                  (c) Successors and Assigns. This Warrant shall be binding upon
any entity succeeding to the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets.

      [Remainder of page intentionally left blank. Signature page follows.]




                                        5


<PAGE>   6



         IN WITNESS WHEREOF, the parties hereto have set their hands as of the
date first above written.


                                       @plan.inc,
                                       a Tennessee corporation


                                       By:   
                                          -------------------------------------
                                       Name:  
                                             ---------------------------------- 
                                       Title:  
                                             ----------------------------------




                                       ----------------------------------------
                                       Holder





                                        6


<PAGE>   7


                              WARRANT EXERCISE FORM

         The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _______________ shares of Common Stock of
@plan.inc, a Tennessee corporation, and hereby makes payment of ______________
in payment therefor.


                                            ------------------------------------
                                            Signature


                                            ------------------------------------
                                            Signature, if jointly held


                                            ------------------------------------
                                            Date

                       INSTRUCTIONS FOR ISSUANCE OF STOCK
         (if other than to the registered holder of the within Warrant)

Name 
    --------------------------------------------------------------------------
                  (please typewrite or print in block letters)

Address 
       ----------------------------------------------------------------------- 


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

Social Security or
Taxpayer Identification Number 
                              ------------------------------------------------  



                                        7







<PAGE>   1
                                                                    EXHIBIT 10.3





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



                                   @PLAN. INC





                      Series A Convertible Preferred Stock

                      Series B Convertible Preferred Stock







                          SECURITIES PURCHASE AGREEMENT




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

<PAGE>   2

                                TABLE OF CONTENTS


<PAGE>   3



Exhibit A         Articles of Amendment to the Amended and Restated Charter
Exhibit B         Amended and Restated Charter and Bylaws of the Company
Exhibit C         Shareholder's Agreement
Exhibit D         Accredited Investor Exhibit


<PAGE>   4


                               INDEX OF SCHEDULES

Schedule 1.0      Schedule of Purchasers
Schedule 4.1(a)   Organization, Standing, Capitalization, Etc.
Schedule 4.1(c)   Issued and Outstanding Capital Stock
Schedule 4.6      Opening Balance Sheet
Schedule 4.8      Transactions
Schedule 4.9      Agreements
Schedule 4.13     Certain Transactions
Schedule 4.14     Absence of Liabilities
Schedule 4.15     Property and Assets
Schedule 4.16     Leases
Schedule 4.20     Intellectual Property
Schedule 4.24     Indebtedness


<PAGE>   5




                                   @PLAN. INC

                          SECURITIES PURCHASE AGREEMENT

Ladies and Gentlemen:

         @Plan. Inc, a Tennessee corporation (the "Company"), hereby agrees with
the Purchasers named in the Schedule of Purchasers attached hereto as Schedule 1
and who executed a counterpart of this agreement (individually the "Purchaser"
and collectively the "Purchasers") as set forth below:

         1. Description of Services.

         The Board of Directors of the Company has authorized the issuance and
sale of an aggregate of 2,750,000 shares of its convertible preferred stock (the
"Shares") to be sold in three tranches. Tranche 1 shall consist of 500,000
shares of the Company's Series A Convertible Preferred Stock (the "Series A
Preferred Stock") at a purchase price of $1.00 per Share. Tranche 2 shall
consist of 1,000,000 shares of the Company's Series B Convertible Preferred
Stock (the "Series B Preferred Stock") at a purchase price of $2.00 per share
(the "Tranche 2 Shares"). Tranche 3 shall consist of 1,250,000 shares of the
Series B Preferred Stock at a purchase price of $2.00 per share (the "Tranche 3
Shares"). The rights and preferences of the Series A Preferred Stock and the
Series B Preferred Stock are set forth in the form of the Articles of Amendment
to the Amended and Restated Charter of the Company attached hereto as Exhibit A
(the "Articles of Amendment").

         2. Purchase and Sale of Securities.

         The Company hereby agrees to sell to each Purchaser and each Purchaser
hereby severally agrees to purchase from the Company, in both cases subject to
the terms and conditions set forth herein and in reliance on the representations
and warranties of the parties contained herein, the number of Shares set forth
opposite the name of the Purchaser on Schedule 1, free and clear of all liens or
encumbrances imposed by or as a result of action by the Company. The Series A
Preferred Stock shall be purchased at the Tranche 1 Closing (as defined in
Section 3.2 hereof) and the Series B Preferred Stock shall be purchased at the
Tranche 2 Closing and Tranche 3 Closing (as defined in Sections 3.3 and 3.4
hereof).

         3. Subscription and Closing.

                  3.1 The Purchaser shall execute and deliver to the Company at
its address set forth in Section 10 hereof, two counterparts of this Agreement.
This Agreement shall become the binding obligation of the parties upon
acceptance by the Company, and the date of this Agreement shall be the date the
Company executes this Agreement, as indicated on the signature page hereof.

                  3.2 The closing with respect to the purchase and sale of the
Series A Preferred Stock (the "Tranche 1 Closing") shall take place at the
offices of Sherrard & Roe, PLC, at 424 Church Street, Suite 2000, Nashville,
Tennessee at 9:00 a.m. on July 24, 1996 (the "Tranche 1 Closing Date") or such
other date as shall be mutually determined by the Company and the Purchasers;
provided, however, that such closing may occur in two stages prior to the
Tranche 2 



<PAGE>   6

Closing (as hereinafter defined) if the condition set forth in Section 7.1.8(a)
hereof has not been fulfilled and has been waived by (or on behalf of) the
Purchasers. Any such additional stages of the Tranche 1 Closing shall, for all
purposes hereunder, be effective as of the date of the initial Tranche 1
Closing.

                  3.3 The closing with respect to the purchase and sale of the
Tranche 2 Shares (the "Tranche 2 Closing") shall take place at the offices of
Sherrard & Roe, PLC, at 424 Church Street, Suite 2000, Nashville, Tennessee on
such date as shall be mutually determined by the Company and the Purchasers'
Representatives (as defined in Section 6.8 hereof) , and in any event no later
than five (5) business days after the satisfaction of the last to occur of the
conditions set forth in Section 7.3 below (the "Tranche 2 Closing Date").

                  3.4 The closing with respect to the purchase and sale of the
Tranche 3 Shares (the "Tranche 3 Closing") shall take place at the offices of
Sherrard & Roe, PLC, at 424 Church Street, Suite 2000, Nashville, Tennessee on
such date as shall be mutually determined by the Company and the Purchasers'
Representatives, and in any event no later than five (5) business days after the
occurrence of the events set forth in Section 7.4 below (the "Tranche 3 Closing
Date" which together with the Tranche 1 Closing Date and the Tranche 2 Closing
Date is sometimes referred to as the "Closing Date").

                  3.5 At each Closing, the Company will deliver to each
Purchaser certificates evidencing the Shares to be purchased by such Purchaser,
registered in such Purchaser's or its nominee's name, upon payment of the
purchase price therefor, by a cashier's check, or by wire transfer of
immediately available funds to First Union National Bank of Tennessee,
Nashville, Tennessee, ABA Routing No. 064000059, for credit to @PLAN. Inc
Account, Account No. 2020000151393, in the aggregate amount for the respective
Closing set forth opposite such Purchaser's name on Schedule 1 to this
Agreement.

         4. Representations and Warranties of the Company.

         Recognizing that the Purchasers will be relying on the information and
on the representations and warranties set forth herein, the Company hereby
represents and warrants to the Purchasers that:

         Organization, Standing, Capitalization, Etc.

                           (a) The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Tennessee.
The Company has all requisite corporate power and authority and holds all
licenses, permits and other required authorizations from governmental
authorities necessary to own its properties and assets and to conduct its
business as it is now being conducted and will obtain as expeditiously as
possible all required authorizations of governmental authorities necessitated by
the operation of the Company in the future. The Company is qualified to do
business as a foreign corporation in jurisdictions set forth in Schedule 4.1(a)
and is not currently required to be qualified or licensed to do business as a
foreign corporation in any other jurisdiction.

                           (b) The copies of the Amended and Restated Charter
(the "Charter") and Bylaws of the Company that have been included herewith
collectively as Exhibit B are true and correct copies of such documents as
amended to date. There will not be any changes or amendments 



<PAGE>   7

to the Charter, except the Articles of Amendment in the form of Exhibit A
creating the Preferred Stock, or Bylaws between the date hereof and the Closing
Date.

                           (c) At the date hereof the Company's authorized
capital stock consists of 20,000,000 shares of common stock, no par value per
share ("Common Stock"), of which 500,000 shares are issued and outstanding and
held of record by the persons and in the amounts set forth in Schedule 4.1(c),
and 10,000,000 shares of undesignated preferred stock, with rights and
preferences to be fixed by the Board of Directors in accordance with the laws of
the State of Tennessee and the Charter. As of the Tranche 1 Closing Date, the
Company's authorized capital stock will consist of 20,000,000 shares of Common
Stock and 10,000,000 shares of preferred stock, of which 500,000 shares will be
designated as Series A Convertible Preferred Stock, none of which will be
outstanding, and 2,250,000 shares of preferred stock will have been designated
as Series B Convertible Preferred Stock, of which no shares will be issued and
outstanding as of the Tranche 1 Closing Date. All shares of Common Stock
outstanding are duly and validly authorized and issued, fully paid and
nonassessable, and issued in compliance with all applicable state and federal
laws concerning the issuance of securities. No shareholder of the Company has
any statutory or other preemptive rights with respect to the issuance of the
Shares.

                           (d) The Shares being sold and purchased hereunder
have been duly and validly authorized, will be validly issued, fully paid and
nonassessable after issuance and sale to the Purchasers pursuant to this
Agreement and will be free of any liens or encumbrances created by or as the
result of action by the Company. The Shares of Common Stock issuable upon
conversion of the Preferred Stock have been duly and validly authorized and,
upon conversion of the Preferred Stock, will be validly issued, fully paid,
nonassessable and free of any liens or encumbrances created by or as a result of
action by the Company. No further approval or authorization of the shareholders
of the Company is required for the issuance and sale of the Shares as
contemplated herein or the issuance of the shares of Common Stock upon the
conversion of the Preferred Stock.

                           (e) The Company has not granted or issued, or agreed
to grant or issue, any option, warrant or other rights, commitments or
arrangements to issue, purchase or acquire any shares of its capital stock or
any securities giving any right to acquire from the Company or sell to the
Company, any shares of its capital stock, except for (i) an option for the
purchase of 150,000 shares of the Company's Common Stock issued to Mark K.
Wright pursuant to the Company's 1996 Employee Stock Option Plan (the "1996
Option Plan"); (ii) up to 850,000 additional shares of Common Stock reserved for
issuance pursuant to the 1996 Option Plan; (iii) 500,000 shares of the Series A
Preferred Stock which may be sold to the Purchasers pursuant to this Agreement;
(iv) 2,250,000 shares of the Series B Preferred Stock which may be sold to the
Purchasers pursuant to this Agreement; and (v) 2,750,000 shares of Common Stock
reserved for issuance upon conversion of the Shares.

                           (f) The Company does not own or control any
subsidiaries. The Company does not hold, directly or indirectly, 5% or more of
the outstanding shares of any class or capital stock of any other corporation
nor does it hold, directly or indirectly, a 5% or more equity interest in any
partnership, limited liability company, joint venture, or other entity.





<PAGE>   8

         Authorization, Validity and Enforceability of this Agreement.

                  The Company has full corporate power and authority to enter
into this Agreement and to carry out the transactions contemplated hereby. The
execution, delivery and performance by the Company of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
and approved by all necessary corporate action. The execution and delivery of
this Agreement and the issuance of the Shares hereunder will not violate any
provision of law and will not conflict with, or result in a breach of any of the
terms of, or constitute a default under, the Company's Charter, its Bylaws, or
any agreement, instrument, or other restriction to which the Company is a party
or by which it is bound. This Agreement, when executed, will constitute the
legal, valid, and binding obligation of the Company, enforceable against it in
accordance with its terms.

         Information Available Respecting the Company.

                  The Company has provided each Purchaser with the opportunity
to (a) ask questions of and receive answers from the Company and its
representatives concerning the Company and the terms and conditions of the sale
of the Shares, and (b) obtain any additional information that the Company
possesses or can reasonably obtain that is necessary to verify the accuracy of
the information furnished by the Company in connection herewith.

         Governmental Consents, Etc.

                  No consent, approval, or authorization of, or declaration,
registration or filing with, any person, entity, or governmental authority on
the part of the Company is required for the valid execution, delivery, and
performance of this Agreement or the valid consummation of the transactions
contemplated hereby, except as may be required under the Securities Act of 1933,
as amended (the "Securities Act"), or under applicable state "Blue Sky" laws.

         Securities Laws.

                  Subject to the Purchaser's representations set forth in
Section 6 hereof, the offer, sale and issuance of the Shares, as provided in
this Agreement, are and are intended to be exempt from: (a) the registration
requirements of the Securities Act pursuant to one or more of Sections 3(b),
4(2) and 4(6) thereof and Regulation D promulgated thereunder; and (b) the
registration or qualification requirements of certain state Blue Sky laws.
Neither the Company nor anyone acting on its behalf has directly or indirectly
offered the Shares or any part thereof for sale to, or solicited any offer to
buy the Shares from, any person other than the Purchasers, or other persons
believed by the Company to meet the qualifications set forth in Section 6 below,
nor will the Company or anyone authorized to act on its behalf take any action
hereafter that would cause the loss of such exemption.

         Financial Statements.

                  The unaudited opening balance sheet of the Company dated July
22, 1996 (the "Balance Sheet") is attached hereto as Schedule 4.6. Except for
the Balance Sheet, the Company has no other financial statements or budgets,
actual or projected, relating to the financial condition of the Company.




<PAGE>   9

         No Defaults in Agreements.

                  The Company is not in violation of its Charter or Bylaws, or
in default in the performance or observance of any obligation, agreement,
covenant, or condition contained in any contract, indenture, mortgage, loan
agreement, lease, note, or other instrument to which it is a party or by which
it may be bound.

         Transactions.

                  Except as disclosed in Schedule 4.8 hereto or as reflected on
the Balance Sheet, the Company has not: (a) borrowed any funds or incurred or
become subject to any obligations or liabilities (absolute or contingent); (b)
discharged or satisfied any lien or encumbrance or paid any obligation or
liability (absolute or contingent); (c) declared or paid any dividends or
distributions to its shareholders of any assets of any kind whatsoever; (d)
entered into any agreements or arrangements granting any preferential rights to
purchase any of the assets, properties, or rights of the Company (including
management and control thereof), or requiring the consent of any party to a
transfer or assignment of such assets, properties or rights (or change in the
management or control thereof), or providing for the merger or consolidation of
the Company into or with another corporation; (e) suffered any losses (including
but not limited to loss of customers, physical plant, property, equipment,
personnel considered by management to be a "key" employee, or the termination of
any material contracts), waived any rights or canceled any debts or claims; (f)
changed any accounting method or practice, including, without limitation, any
change in depreciation or amortization policies or rates; (g) made any loan to
any person or entity, including but not limited to any officer, director, or
employee of the Company, or increased the compensation or benefits payable, or
to become payable, to any of the officers, directors, or employees of the
Company, including but not limited to any bonus payment or deferred
compensation; or (h) entered into an agreement to do any of the things described
in clauses (a) through (g) above.

         Agreements.

                  Except as disclosed in Schedule 4.9 hereto, the Company is not
a party to any written or oral contract. All contracts, agreements, and
understandings disclosed in Schedule 4.9 are in full force and effect, and
neither the Company nor, to the Company's knowledge, any other party thereto has
received any notice of default, nor is in default, nor does any condition now
exist which, with notice or the lapse of time or both, would render the Company
or, to the Company's knowledge, any other party in default under any contract,
understanding, or agreement in which the Company is a party. There are no
disputes or proceedings relating to any such contract, understanding, or
agreement, and the Company has not received any notice, written or oral,
indicating that any party to any such contract, understanding, or agreement
intends to cancel or terminate such contract, understanding or agreement or to
exercise or not exercise any options or rights under such contract,
understanding, or agreement.

         No Adverse Changes.

                  Since the date of the Balance Sheet, there have been no
changes in the condition or prospects (financial or otherwise except as may
relate to economic or business conditions generally) of the Company that, in the
aggregate, would materially adversely affect the organization, business,
properties, operations, financial condition, or prospects of the Company (a
"Material Adverse Effect").





<PAGE>   10

         No Litigation.

                  There is no action or proceeding at law or in equity pending
or, to the knowledge of the Company, threatened against the Company or any of
its property before any court or governmental commission, and there is no such
proceeding pending or, to the knowledge of the Company, threatened, in
arbitration or before any administrative agency, and, to the knowledge of the
Company, there are no facts, events or occurrences by reason of which any such
action or proceeding may be brought. There is no judgment, consent, decree,
injunction, rule, or other judicial or administrative order outstanding against
the Company.

         Disclosure.

                  No representation or warranty by the Company contained in this
Agreement or any schedule or exhibit hereto, or any certificate or other
instrument referred to herein or otherwise furnished or to be furnished to the
Purchasers by the Company with respect to the transactions contemplated hereby
contains any untrue statement of a material fact, or omits or will omit to state
any material fact that is necessary in order to make the statements contained
herein or therein, not misleading. The Company is not aware of any fact relating
to the business, affairs, operations, condition or prospects of the Company that
materially adversely affects the same and that has not been set forth in this
agreement or otherwise disclosed in writing to the Purchasers by the Company in
connection with this transaction.

         Certain Transactions.

                  Except as disclosed in Schedule 4.13 hereto or on the Balance
Sheet, the Company is not indebted, directly or indirectly, to any of its
officers or directors or to their respective spouses or children, in any amount
whatsoever; none of said officers or directors or any members of their immediate
families are indebted to the Company or have any direct or indirect ownership
interest in any firm or corporation with which the Company is affiliated or with
which the Company has a business relationship, or any firm or corporation that
competes with the Company, except that officers and/or directors of the Company
may own no more than 5% of the outstanding stock in publicly traded companies
that may compete with the Company. No officer or director or any member of their
immediate families is interested, directly or indirectly, in any material
contract with the Company. The Company is not a guarantor or indemnitor of any
indebtedness of any other person, firm, or corporation.

         Absence of Liabilities; Taxes.

                  Except as disclosed in Schedule 4.14 hereto, the Company has
no liabilities required to be disclosed under generally accepted accounting
principles that are not reflected on the Balance Sheet; since the date of the
Balance Sheet, except as disclosed in the Schedules, the Company has not
incurred or otherwise become subject to any such liabilities or obligations
except expenses incurred directly in connection with this offering. The amounts
shown on the Balance Sheet as provision for taxes are sufficient in all respects
for payment of all accrued and unpaid federal, state, county, and local taxes
for the period then ended and for all prior periods. The Company has filed all
federal, state, county and local tax returns that are required to be filed by
it, and such returns are true and correct and all taxes shown thereon to be due
have been timely paid with exceptions not material to the Company. The Company
has not been notified by the Internal Revenue Service that 



<PAGE>   11

its federal income tax returns have or are being examined, and no controversy
with respect to taxes of any type is pending or, to the knowledge of the
Company, threatened.

         Property and Assets.

                  Except as set forth in Schedule 4.15, Schedule 4.20 or on the
Balance Sheet, the Company has good and marketable title to all of its real and
personal property, free and clear of any and all claims, liens, encumbrances,
equities, and restrictions of every kind and nature whatsoever. The Company owns
no other significant personal property, except as set forth on Schedule 4.15.

         Leases.

                  Except as set forth in Schedule 4.16 hereto, the Company is
not a party to any lease. As of the date hereof, all leases are in full force
and effect without any default or material breach thereof by the Company or, to
the knowledge of the Company, any other party thereto. The Company enjoys
peaceful and undisturbed possession under all leases under which it is operating
as lessee and all such leases are valid and subsisting and in full force and
effect. No consent of any lessor is required under any such lease in order to
keep such lease in full force and effect after the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby.

         Regulatory Compliance.

                  The Company has complied with all laws, regulations, and
orders applicable to its business, and the present uses by the Company of its
properties and conduct by the Company of its business do not in any material
respect violate any laws, regulations, or orders. The Company has obtained or
will obtain as expeditiously as possible all certificates and other regulatory
approvals necessary for the operation of its business.

         Registration Rights.

                  Except as provided for in the Shareholders Agreement in the
form attached hereto as Exhibit C, to be executed at the Tranche 1 Closing (the
"Shareholders Agreement"), the Company is not under any obligation to register
under the Securities Act any of the Company's presently outstanding securities
or any of its securities that subsequently may be issued.

         Insurance.

                   The Company will following the Closing maintain, with respect
to its properties and business, and with financially sound and reputable
insurers, life, fire, liability and other forms of insurance, as the Board of
Directors of the Company reasonably deems to be sufficient to provide adequate
protection to the Company and its business from the risks associated with its
business and as is customary for companies similarly situated in reasonably
comparable industries.

         Intellectual Property.

                           (a) The Company owns or possesses, or will acquire
prior to use, adequate licenses or other rights to use all patents, trademarks,
service marks, trade names or other intangible 




<PAGE>   12

property rights and know-how (hereinafter referred to as "Intellectual
Property") necessary to entitle the Company to conduct the business now or
subsequently operated by it. Schedule 4.20 sets forth all licenses and other
arrangements (other than standard licenses for the use of typical
"off-the-shelf" commercial software applications) pursuant to which the Company
has a right to use any Intellectual Property not owned by the Company. Except as
set forth in Schedule 4.20, the Company is the lawful owner, free and clear, to
the knowledge of the Company, of any claim, right, trademark, patent or
copyright protection of any third party, of all Intellectual Property used or
planned to be used by the Company in the conduct of its business.

                           (b) The Company has not received any notice of
infringement or conflict with (and knows of no infringement with or conflict
with) asserted rights of others with respect to any Intellectual Property which
could result in a Material Adverse Effect upon the Company. To the knowledge of
the Company, no products or processes of the Company infringe or conflict with
any trade secret or patent or any patent application.

                           (c) The Company has taken adequate steps, and has in
place and enforces appropriate policies and procedures, to protect its
proprietary information. The Company has not disclosed any of its proprietary
information to third parties without appropriate restrictions on use or
disclosure thereof. As used herein, "proprietary information" means any
information that the Company considers confidential or secret material
information of the Company, including without limitation, whether verbal,
written or embodied in any other medium, confidential technical data and
information of the Company (including but not limited to systems, practices,
plans, processes, procedures, drawings, databases, computer hardware, firmware,
and software whether in the form of object codes, source codes, or otherwise,
inventions, improvements, manufacturing techniques or systems, formulas,
development or experimental work, work in process, research data used by the
Company); all passwords, entry codes, access sequences, and the like; and all
other items of trade secret, trade knowledge, and trade know-how of Company.

                           (d) The Company has taken adequate steps, and has in
place and enforces appropriate policies and procedures, to protect any
confidential information disclosed to or obtained by the Company through
confidential relationships with any third parties.

         Sensitive Payments.

                  Neither the Company nor, to the knowledge of the Company, any
of its officers or directors nor anyone acting on behalf of any of them has made
or received any "sensitive" payments, and no such person has or will maintain
any unrecorded cash or noncash assets out of which any "sensitive" payments
might be made. "Sensitive" payments means, whether legal or illegal, (a)
payments to or from government officials or employees, (b) commercial bribes or
kickbacks, (c) amounts paid with an understanding that rebates or refunds will
be made in contravention of the laws of any jurisdiction, either directly or
through a third party, and (d) payments or commitments (whether made in the form
of commission, payments of fees for goods or services received, or otherwise)
made with the understanding or under circumstances that would indicate that all
or part thereof is to be paid by the recipient to government officials or
employees or as a commercial bribe, influence payment or kick-back, provided,
however, that "sensitive" payments shall not include contributions to political
campaigns or organizations that are permissible under federal and state election
laws.






<PAGE>   13

         Books and Records.

                  The books and records of the Company, including but not
limited to, its stock and minute books, are complete and correct and have been
maintained in accordance with good business practices and contain a true and
complete record of all meetings or proceedings of its Board of Directors and
shareholders. No action has been taken that requires the approval of the Board
of Directors or the shareholders of the Company that is not reflected accurately
in the minute book.

         Environmental Matters.

                  Neither the real property or the buildings, improvements,
fixtures or equipment, forming a part of the real property owned or operated by
the Company (the "Facilities"), nor the Company is, to the Company's knowledge,
in violation of or the subject of any investigation or inquiry or enforcement
action by any governmental authority for the recovery or environmental response
costs or for compliance with remedial obligations under any applicable law
pertaining to "Hazardous Substances" as the term is defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1990, as amended, as
codified at 42 U.S.C. ss. 9601 et seq. ("CERCLA"), the Hazardous Materials
Transportation Act, 49 U.S.C. ss. 1801 et seq.; the Resource Conservation and
Recovery Act, 42 U.S.C. ss. 6901 et seq.; and any applicable state or local
governmental statutes, ordinances or regulations (referred to hereafter
collectively as "Environmental Laws"). As of the date of this Agreement, the
Company has obtained and is in compliance with all environmental permits
required by the applicable Environmental Laws to construct, occupy, operate and
use the Facilities; the Company has taken reasonable steps to determine that no
Hazardous Substances have been disposed of or otherwise released on or from the
Facilities during the period of the Company's ownership or operation thereof;
and the uses that the Company has made, makes, or intends to make of the
Facilities has not and will not result in the generation, storage, disposal or
release of any Hazardous Substances in violation of the Environmental Laws.

         Indebtedness.

                  As of the date hereof, the Company is not indebted, directly
or indirectly, to any person or entity except as indicated on the Balance Sheet
(other than as to accrued but unpaid interest on indebtedness indicated on the
Balance Sheet from the date of the Balance Sheet through the date hereof) or as
set forth on Schedule 4.24. Schedule 4.13 sets forth all persons to whom the
Company is indebted for moneys borrowed, reflecting the principal amount of such
indebtedness and interest accrued to the date hereof. All indebtedness reflected
on Schedule 4.24 or on the Balance Sheet was incurred pursuant to loans or
advances to the Company by such persons of cash equal to the original principal
amounts of such indebtedness.

         Survival of Representations and Warranties.

                  The representations and warranties of the Company contained
herein shall survive the execution and delivery of this Agreement and the
purchase of the Shares for the period of the applicable statute of limitation.




<PAGE>   14

         5. Covenants of the Company.

         The Company covenants and agrees with the Purchasers as follows:

         Use of Proceeds.

                  The Company will apply the net cash proceeds from the sale of 
the Shares received by it as follows:

                  (a) Tranche 1 proceeds: Payment of organizational expenses,
         payment of a portion of the legal fees and expenses described in
         Section 8 hereof, funding of initial operations of the Company, and
         funding to undertake recruitment of a chief executive officer or chief
         operating officer for the Company as contemplated herein;

                  (b) Tranche 2 proceeds: Funding of the survey contemplated in
         Section 7.1.3(b) hereof, payment of additional start-up expenses,
         payment of the balance of legal fees and expenses owing by the Company
         pursuant to Section 8 hereof, and working capital;

                  (c) Tranche 3 proceeds: Working capital to fund operations of
         the Company.

         ERISA Plan.

                  At all such times that the Company has in effect, or hereafter
institutes a pension plan, ("a Plan") that is subject to the requirements of
Title IV of the Employee Retirement Income Security Act of 1974, Pub. L. No.
93-406, September 2, 1974, 88 Stat. 829, 29 U.S.C.A. ss. 1001 et seq. (1975), as
amended from time to time ("ERISA"), the Company hereby covenants that (i)
throughout the existence of the Plan, the Company's contributions under the Plan
will meet the minimum funding standards required by ERISA and the Company will
not institute a distress termination of the Plan, and (ii) the Company will send
to each Purchaser a copy of any notice of a reportable event (as defined in
ERISA) required PBGC Reg. Section P2615.1 et seq., 29 CFR Part P 2615.1 et seq.,
to be filed with the Pension Benefit Guaranty Corporation, at the time that such
notice is so filed.

         Survival of Covenants of the Company.

                  The obligations of the Company set forth in Sections 5.1
through 5.2 above are continuing covenants of the Company and shall survive
until terminated as provided in such provisions.

         6. Representations, Warranties and Covenants of the Purchasers.

         Recognizing that the Company will be relying on the information and on
the representations and warranties set forth herein, each Purchaser hereby
severally represents and warrants to the Company as follows:

         Accredited Investor.

                  The Purchaser currently is, and at each Closing Date will be:



<PAGE>   15

                  (a) An accredited investor who meets the requirements of at
         least one of the categories set forth on Exhibit D attached hereto and
         incorporated herein by reference as indicated by the Purchaser's
         initials thereon;

                  (b) A person, either alone or with his purchaser
         representative, who has such knowledge and experience in financial and
         business matters that he or it, is capable of evaluating the merits and
         risks of the purchase of the Shares, who is able to bear the economic
         risk of the investment, and who can afford the complete loss of the
         investment; and

                  (c) If an individual residing at the address specified on the
         signature page hereof, or if a corporation, partnership or other form
         of entity, has its principal office at the address set forth on the
         signature page hereof.

         Purchase for Investment.

                  The Purchaser represents that it is purchasing the Shares for
its own account for investment and not with a view to the resale or distribution
in whole or in part thereof in violation of the Securities Act or applicable
state law. The Purchaser represents that it will not transfer the Shares without
registration under the federal and any applicable state securities laws unless
it submits an opinion of counsel acceptable to the Company to the effect that
the intended transfer complies with one or more exemptions under such laws. The
Purchaser, if it is an entity, represents that it was not formed for the purpose
of acquiring an interest in the Company. Nothing herein contained, however,
shall prevent a Purchaser from requesting the Company to register the Shares so
issued in the name of the Purchaser's nominee, and if a Purchaser submits such a
request, the Company will not withhold its consent unreasonably.

         No General Solicitation.

                  The Purchaser acknowledges that it has not received nor is it
aware of any general solicitation or general advertising of the Shares,
including without limitation, (a) any communication published in any newspaper
or magazine or broadcast over television or radio, or (b) any seminar or meeting
to which people were invited by means of a general solicitation or general
advertising.

         Authority.

                  If the Purchaser is an individual, he is over the age of
majority in the applicable jurisdiction. If the Purchaser is a corporation,
partnership, or other form of entity, such Purchaser is properly organized and
existing under the laws of its respective jurisdiction, with the requisite
power, and authority to enter into this Agreement and to carry out the
transactions contemplated hereby, and has taken all necessary corporate or
organizational action execute this agreement, the Shareholders Agreement and to
acquire and pay for the Shares, and this Agreement, when executed and delivered,
will constitute a valid and legally binding obligation of such Purchaser.

         Access to Information.

                  The Purchaser has had access during the course of the
transaction and prior to its purchase of the Shares to such information relating
to the Company as it has desired, and has been 



<PAGE>   16

given the opportunity to (a) ask questions of, and receive answers from, the
Company and its representatives concerning the Company and the terms and
conditions of the sale of the Shares, and (b) obtain any additional information
that the Company possesses or can reasonably obtain that is necessary to verify
the accuracy of the information furnished by the Company in connection herewith.

         Restrictions on Transfer of the Shares.

                  The Purchaser understands that the Shares have not been
registered under the Securities Act or any applicable state securities law, the
Shares have the status of "Restricted Securities" as defined under Commission
Rule 144(a)(3) and may be required to be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such
registration is available and that the Company is under no obligation to
register the Shares other than as set forth in the Shareholders Agreement. The
Purchaser also understands that Rule 144 (or any successor rule) promulgated
under the Act, which provides for certain limited routine sales of unregistered
securities, is not available with respect to the Shares, that except as set
forth in Section 1.2 of the Shareholders Agreement, the Company has not
covenanted to satisfy the conditions for resale pursuant to Rule 144 (or any
successor rule), and that compliance with Regulation A (or any successor rule)
promulgated under the Act or some other disclosure exemption may be required for
a sale or other disposition of Shares that are not registered under the Act. The
Purchaser further acknowledges that presently there is no market for the
purchase and sale of the Shares.

         Legends on Certificates.

                  The Purchaser understands that the certificates representing
the Shares (or the Common Stock issued upon conversion of the Share) shall bear
the following or similar legend and that appropriate stop transfer instructions
will be entered in the stock records of the Company:

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         ANY APPLICABLE STATE SECURITIES LAW. THE SHARES HAVE BEEN ACQUIRED FOR
         INVESTMENT AND NOT WITH A VIEW TO OR FOR RESALE IN CONNECTION WITH THE
         DISTRIBUTION THEREOF. NO DISPOSITION OF THE SHARES MAY BE MADE IN THE
         ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT, OR (ii) AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
         DISPOSITION WITHOUT REGISTRATION IS IN COMPLIANCE WITH THE SECURITIES
         ACT AND ANY APPLICABLE STATE SECURITIES LAW.

         Purchasers' Representatives.

                  Solely for the purposes of determining whether the conditions
precedent to the Purchasers' obligations set forth in Section 7 hereof, have
been satisfied, each Purchaser hereby appoints as its representatives Donald M.
Johnston (or a substitute appointed by the general partner of the Southern
Venture Fund II L.P.) and W. Patrick Ortale, III (or a substitute appointed by
the general partner of Richland Ventures L.P.) (as such, the "Purchasers'
Representatives"). The Purchasers' Representatives shall have the right, in
their sole discretion, to determine whether or not 




<PAGE>   17

such conditions precedent have been satisfied, and if not, whether to waive such
condition. Each Purchaser hereby agrees to indemnify and hold harmless
Purchasers' Representatives from all claims, losses and expenses which any
Purchaser may suffer as a result of any actions taken, or omitted to be taken,
by the Purchasers' Representatives.

         Survival.

                  The representations, warranties and covenants of the
Purchasers contained herein shall survive the execution and delivery of this
Agreement and the purchase of the Shares.

         7. Conditions to the Closing.

         Conditions of the Purchasers' Obligations.

                  The obligations of the Purchasers to purchase and pay for the
Shares to be delivered at the Tranche 1 Closing are subject to the satisfaction
of the following conditions:

         Representations and Warranties Correct.

                           The representations and warranties of the Company set
forth in Article 4 hereof shall be true and correct as of the date hereof and as
of the Tranche 1 Closing Date, provided that the Company shall supplement the
representations and warranties as of the Tranche 2 Closing Date, and the Company
shall have complied with all agreements and satisfied all conditions on its part
to be performed or satisfied prior to the Closing Date.

         No Adverse Change.

                           Except as disclosed in this Agreement, and in any
schedule hereto, there shall have been no material adverse change in the
business or financial condition or results of operations or prospects of the
Company since the date of the Balance Sheet, and no material litigation or other
proceeding shall have been commenced by any person, including, without
limitation, any governmental agency, relating to any of the proposed
transactions, or against the Company or any of its properties that is material
to its business or operations, actual or proposed.

         Compliance Certificate.

                           The Company shall have delivered a certificate
executed by the Chairman or President, dated the Closing Date, certifying that
the conditions specified in Subsections 7.1.1 and 7.1.2, and on the Tranche 2
Closing Date, Section 7.3.2, have been satisfied and as to such other matters
reasonably requested by the Purchasers.

         Articles of Amendment.

                           The Company shall have filed the Articles of
Amendment with the Tennessee Secretary of State.





<PAGE>   18

         Shareholders' Agreement.

                           The Company and each of Mark K. Wright and Gary R.
Haynes shall have executed the Shareholders' Agreement in the form of Exhibit C
hereto.

         Assignments of Rights and Waivers of Claims.

                           The Company shall have received assignments of
rights, waivers and releases, in each instance in form and substance
satisfactory to counsel to the Purchasers, with respect to all intellectual
property aspects of the Company's proposed business, including, without
limitation, from Ericson Marketing Communications, Mark K. Wright and Bryce
Wells.

         Legal Opinion.

                           The Purchasers, at the Closing, shall have received
the opinion of Bass, Berry & Sims, PLC, issued pursuant to the Legal Opinion
Accord of the ABA Section of Business Law (1991), counsel to the Company, in
form and substance satisfactory to Sherrard & Roe, PLC, special counsel to the
Purchasers, dated the Closing Date, to the effect that:

                           (a) The Company is a corporation duly organized,
                  validly existing and in good standing under the laws of the
                  State of Tennessee, and is qualified to do business in every
                  jurisdiction in which the business presently conducted by it
                  makes such qualification necessary.

                           (b) The authorized capital stock of the Company
                  consists of 20,000,000 shares of Common Stock, no par value,
                  of which 500,000 shares are currently outstanding and all of
                  which are duly and validly authorized and issued and are fully
                  paid and nonassessable, and 10,000,000 shares of undesignated
                  preferred stock, with rights and preferences to be fixed by
                  the Board of Directors as provided by law and the Charter, of
                  which (i) 500,000 shares have been designated Series A
                  Convertible Preferred Stock, of which no shares were
                  outstanding prior to the sale of the Tranche 1 Shares to the
                  Purchaser; and (ii) 2,250,000 shares have been designated
                  Series B Convertible Preferred Stock, of which no shares were
                  outstanding prior to the sale of any Shares to the Purchasers.
                  The Series A Preferred Stock and the Series B Preferred Stock
                  have the rights and preferences set forth in the Charter, as
                  amended. Except for (i) 1,000,000 shares of common stock
                  reserved for issuance pursuant to the 1996 Option Plan, and
                  (ii) 2,750,000 shares of Common Stock reserved for issuance
                  upon conversion of the Shares, to such counsel's knowledge
                  there are no outstanding rights or agreements for the purchase
                  or acquisition from the Company of any shares of its capital
                  stock and no stockholder of the Company has any statutory or,
                  to the knowledge of such counsel, other preemptive rights with
                  respect to the issuance of the Shares.

                           (c) Neither the execution and delivery of this
                  Agreement nor the consummation of the transactions
                  contemplated hereby or thereby will result in violation of, or
                  be in conflict with, the Charter or Bylaws of the Company, and
                  will not (i) constitute a default under any agreement, lease,
                  mortgage, note, bond, indenture, license, or other document or
                  agreement known to such counsel to which the Company is a
                  party or by which it is bound or (ii) violate any order, rule,
                  regulation, writ, injunction or decree of any court,
                  administrative agency, or 




<PAGE>   19

                  governmental body known to such counsel to which the Company
                  is subject or by which it is bound.

                           (d) Each of this Agreement and the Shareholders
                  Agreement has been duly authorized, executed and delivered by
                  or on behalf of the Company and constitutes the legal, valid
                  and binding obligation of the Company, enforceable against the
                  Company in accordance with its terms, except as enforceability
                  may be limited by applicable bankruptcy, insolvency,
                  reorganization, moratorium or similar laws and subject to
                  general principles of equity (regardless of whether such
                  enforceability is considered in a proceeding in equity or at
                  law).

                           (e) The issuance and delivery at the Closing of the
                  Shares that are the subject of this Agreement constitute an
                  exempt transaction under the Securities Act or regulations
                  thereunder as now in effect and do not require registration
                  under the Securities Act.

                           (f) The issuance and sale at the Closing of the
                  Shares that are the subject of this Agreement do not require
                  registration, qualification, or any other action under the
                  securities or "Blue Sky" laws of any state, or such
                  registration or other action as is required has been duly
                  effected or taken, or will be effected or taken in a timely
                  manner so as to comply with such securities or "Blue Sky"
                  laws.

                           (g) The Shares to be issued to the Purchasers by the
                  Company pursuant to this Agreement have been duly authorized
                  and, upon payment by the Purchasers of the purchase price for
                  such Shares, will be validly issued and outstanding, fully
                  paid and nonassessable. The Common Stock issuable upon
                  conversion of the Shares has been duly and validly authorized
                  and reserved for issuance upon conversation of the Shares, the
                  issuance of those shares has been duly and validly authorized
                  and those shares, when delivered upon the conversion of the
                  Shares, will be duly and validly authorized, validly issued
                  and outstanding, fully paid and nonassessable.

                           (h) Except with regard to the matter of federal and
                  state securities law compliance, which matter is addressed in
                  paragraphs (e) and (f) above, no consent, approval, authority,
                  or other order of any governmental agency or to the knowledge
                  of such counsel any other person or organization is legally
                  required for the issuance and sale of the Shares pursuant to
                  this Agreement.

                           (i) There is no litigation or proceeding pending, or,
                  to the knowledge of such counsel, threatened against the
                  Company.

In rendering such opinion, such counsel may (i) rely as to factual matters on
certificates of executive officers of the Company, governmental officials, and
information furnished by the Purchasers, (ii) make assumptions (which
assumptions shall be specifically set forth) as to matters not reasonably
independently verifiable by such counsel, and (iii) rely on opinions of other
counsel to the extent it reasonably deems appropriate, provided that reliance
upon all such documents, certificates, and opinions shall be specified in such
opinion. The opinion to be delivered at the Tranche 2 Closing shall contain
appropriate modifications to give effect to the prior sale of the Series A
Preferred Stock.





<PAGE>   20

         Size of Sale.

                           The Company shall have executed counterparts of this
Agreement providing for (a) the purchase and sale of a minimum of 500,000 shares
of the Series A Preferred Stock and (b) subject to the satisfaction of the
conditions set forth in this Section 7.1, Section 7.3 and Section 7.4, the
purchase and sale of a minimum of 2,250,000 shares of the Series B Preferred
Stock.

         Conditions of the Company's Obligations.

                  The Company's obligation to sell and deliver the Shares to be
purchased by the Purchasers at the respective Closing is subject to the
satisfaction of the following conditions:

         Representations and Warranties Correct.

                           The representations and warranties of the Purchasers
set forth in Section 6 hereof shall be true and correct on and as of the date
hereof and as of each Closing Date, and the Purchasers shall have performed and
complied with all agreements and conditions on their part to be performed or
complied with prior to the Closing.

         This Agreement.

                           The Purchasers shall have entered into this Agreement
and shall have performed and complied with all agreements and conditions
contained herein required to be performed or complied with by the Purchasers,
including without limitation executing the Shareholders' Agreement and tendering
to the Company (a) on the Tranche 1 Closing Date, the aggregate purchase price
for the Series A Shares of $500,000, (b) on the Tranche 2 Closing Date, the
aggregate purchase price for the Tranche 2 Shares of $2,000,000, and (c) on the
Tranche 3 Closing Date, the aggregate purchase price for the Tranche 3 Shares of
$2,500,000.

         Conditions to Tranche 2 Closing.

                  The obligations of Purchasers to purchase and pay for the
Series B Shares to be delivered at the Tranche 2 Closing are subject to the
satisfaction of the conditions set forth in Section 7.1.1 - .3 and 7.1.7, as of
such Closing Date, and to the following additional conditions:

         Due Diligence Review.

                           The Purchasers and their representatives shall have
conducted a further review of the business and affairs of the Company, the
results of which shall be satisfactory to the Purchasers' Representatives in
their sole discretion.

         Implementation of Initial Business Plan.

                           The Company shall have delivered evidence, in each
instance satisfactory to Purchasers' Representatives, as to each of the
following:



<PAGE>   21

                           (a) completion of a final draft of a consumer survey
                  which will provide the basic and essential data for the
                  Company's market segmentation product;

                           (b) negotiation of a contract (bearing terms and
                  conditions satisfactory to the Purchaser's Representatives),
                  with Gallup or other nationally recognized and reputable
                  polling firm acceptable to the Purchaser's Representatives to
                  conduct the survey;

                           (c) completion of software development for the
                  survey;

                           (d) the engagement of a nationally recognized
                  executive placement firm, satisfactory to the Purchaser's
                  Representatives to recruit a chief executive officer and
                  management team, including marketing and sales professionals,
                  and preliminary indication from such firm as to the likelihood
                  of hiring suitable candidates.

         Conditions to Tranche 3 Closing.

                           The Purchasers shall be obligated to purchase and pay
for the shares of Series B Preferred Stock to be delivered at the Tranche 3
Closing upon the earlier to occur of either (a) the commencement of employment
with the Company, on a full-time basis, of a Chief Executive Officer or Chief
Operating Officer recruited pursuant to Section 7.3.2(d) above, or (b) the
Company's cash balances at its depository bank have been reduced to $250,000 or
less, and subject to the satisfaction of the conditions set forth in Section
7.1.1 and 7.1.6, as of such Closing Date.

         Defaulting Purchaser.

                  In the event that as of either the Tranche 2 Closing Date or
the Tranche 3 Closing Date any Purchaser shall either (a) fail to tender the
purchase price for the Series B Preferred Stock to be purchased by it at such
Closing, or (b) not qualify as an "accredited investor" as of such date (each, a
"Defaulting Purchaser"), then the Company shall offer to each non-defaulting
Purchaser the opportunity to purchase that number of shares which equals its
proportional share of the Tranche 2 or Tranche 3 Shares reserved for the
Defaulting Purchaser, and the Company shall continue to offer the Defaulting
Purchaser's shares (in each instance, in proportional amounts) until all the
Tranche 2 or Tranche 3 Shares of the Defaulting Purchaser shall have been
purchased by one or more of the non-defaulting purchasers.

         8. Expenses.

         Regardless of whether the transactions contemplated herein shall be
consummated, the Company will: (a) pay all the costs and expenses of the
reproduction of this Agreement, of all agreements referred to herein, and of the
certificates for the Shares to be purchased by the Purchaser hereunder; (b) pay
the reasonable fees and out-of-pocket expenses of Sherrard & Roe, PLC,
Nashville, Tennessee, as special counsel for the Purchasers, including the
reasonable fees and expenses incurred in connection with any subsequent proposed
modification of this Agreement or consent hereunder; (c) pay all original issue
taxes (including any interest and penalties in respect thereof); (d) pay all
reasonable costs and expenses of counsel for the Company; and (e) pay the cost
of complying with the securities or Blue Sky laws of any jurisdiction with
respect to the offering or 




<PAGE>   22

sale of the Shares; and (f) pay all reasonable fees for any consultants or
advisors retained by the Purchasers in connection with its due diligence
investigation.

         9. Finder's Fees.

         (a) The Company (i) represents and warrants that it has retained no
finder, agent or broker in connection with the transactions contemplated by this
Agreement, and (ii) hereby agrees to indemnify and hold harmless the Purchasers
of and from any liability for commission or compensation in the nature of a
finder's fee to any broker or other person or firm (and the costs and expenses
of defending against such liability or asserted liability) for which the Company
or any of its employees or representatives is responsible.

         (b) Each Purchaser (i) represents and warrants that it has retained no
finder or broker in connection with the transactions contemplated by this
Agreement and (ii) hereby agrees to indemnify and to hold harmless the Company
and the other Purchasers of and from any liability for any commission or
compensation in the nature of a finder's fee to any broker or other person or
firm (and the costs and expenses of defending against such liability or asserted
liability) for which such Purchaser, or any of such Purchaser's employees or
representatives, is responsible.

         10. Notices.

         All notices, requests, consents and other communications hereunder
shall be in writing and shall be personally delivered or mailed by first-class
registered or certified mail, postage prepaid (return receipt requested):

         (a) if to the Purchaser, at his address as set forth at the end of this
Agreement, marked for attention as there indicated, or at such other address as
may have been furnished to the Company by him in writing, with a copy to:

                           Sherrard & Roe, PLC
                           424 Church Street, Suite 2000
                           Nashville, Tennessee 37219
                           Attention: Donald I.N. McKenzie, Esq.

         (b)      if to the Company,

                           @Plan. Inc
                           c/o Ericson Marketing Communications
                           1130 8th Avenue South
                           Nashville, TN 37203

         (c)      with a copy to:

                           Bass, Berry & Sims, PLC
                           2700 First American Center
                           Nashville, Tennessee 37238
                           Attn: J. Page Davidson, Esq.

<PAGE>   23
         11. Integration; Amendment and Waiver.

         This Agreement embodies the entire agreement and understanding between
the Purchasers and the Company and supersedes all prior agreements and
understandings relating to the subject matter hereof. Neither this Agreement nor
any term hereof may be changed, waived, discharged, or terminated orally or in
writing, except that any term of this Agreement may be amended and the
observance of any such term may be waived (either generally or in a particular
instance and either retroactively or prospectively) with (but only with) the
written consent of the Company and Purchasers purchasing in the aggregate, at
least 66 2/3% of the Shares then outstanding.

         12. Reorganization, Reclassification, Merger, and Consolidation.

         The Company will not effect any consolidation, merger, exchange of
shares of capital stock, or sale of its assets, unless prior to the consummation
thereof the successor corporation (if other than the Company) resulting from
such consolidation, merger, or exchange, or the company purchasing such assets
shall assume, by written instrument executed and mailed or delivered to the
Purchasers, an express assumption of the terms, conditions and obligations of
this Agreement as if it has been a party hereto.

         13. Severability.

         Should any one or more of the provisions of this Agreement or any
agreement entered into pursuant hereto be determined to be illegal or
unenforceable, all other provisions of this Agreement and such other agreements
shall be given effect separately from the provision or provisions determined to
be illegal or unenforceable and shall not be affected thereby.

         14. Miscellaneous.

                  14.1 This Agreement shall be constructed and enforced in
accordance with the laws of the State of Tennessee without regard to its
principles of conflicts of laws.

                  14.2 All of the terms of this Agreement, whether so expressed
or not, shall be binding upon the respective personal representatives,
successors and assigns of the parties hereto and shall inure to the benefit of
and be enforceable by the respective personal representative, successors and
assigns of the parties hereto; provided, however, that this Agreement may not be
assigned by either party hereto without the prior written consent of the other.

                  14.3 Each Exhibit and Schedule to this Agreement is made a
part of this Agreement as though set forth in full herein. The headings in this
Agreement are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.

                  14.4 Whenever the masculine gender is used herein, it shall be
deemed to include the feminine and the neuter.

                  14.5 This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


<PAGE>   24

         If you are in agreement with the foregoing, please sign this Agreement
and return the same to the Company whereupon this letter, upon acceptance and
execution by the Company, shall become a binding obligation between you and the
Company in accordance with the provisions of Section 3.1 hereof.

CONFIRMED AND AGREED:                       ACCEPTED:
[TO BE COMPLETED BY PURCHASER]

                                            @PLAN. INC
- ---------------------------
(Purchaser's Name -- please print)

                                            By:
                                                --------------------------------
                                                Mark K. Wright, Chairman

[IF AN ENTITY, PLEASE CHECK THE APPROPRIATE BOX BELOW]
_____ corporation
_____ general partnership
_____ limited partnership
_____ limited liability company organized under the laws of ____________ [STATE]

By:
    ------------------------------------
         (Signature)

Title:
       ---------------------------------
         (Complete with your title if
         signing on behalf of an entity)

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

         -------------------------------
         Address

         -------------------------------
         Social Security or Taxpayer
         Identification Number of Purchaser

         Dated:  _______________________


<PAGE>   25





                                                                      SCHEDULE 1

                             SCHEDULE OF PURCHASERS

<TABLE>
<CAPTION>
===============================================================================================================
NAME                           TOTAL             TRANCHE ONE            TRANCHE TWO            TRANCHE THREE
                             COMMITMENT
- ---------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                    <C>                    <C>        
The Southern  Venture Fund,
II, L.P.                     $ 2,000,000         $  200,000             $    800,000           $ 1,000,000
- ---------------------------------------------------------------------------------------------------------------
Richland Ventures
L.P.                         $ 2,000,000         $  200,000             $    800,000           $ 1,000,000
- ---------------------------------------------------------------------------------------------------------------
Roger J. Thomson             $    85,000         $    8,500             $     34,000           $    42,500
- ---------------------------------------------------------------------------------------------------------------
Mark K. Wright               $    50,000         $    5,000             $     20,000           $    25,000
- ---------------------------------------------------------------------------------------------------------------
Gary R. Haynes               $   200,000         $   20,000             $     80,000           $   100,000
- ---------------------------------------------------------------------------------------------------------------
Janice Wendell               $   100,000         $   10,000             $     40,000           $    50,000
- ---------------------------------------------------------------------------------------------------------------
Additional Inv.              $   565,000         $   56,500             $    226,000           $   282,500
- ---------------------------------------------------------------------------------------------------------------
   TOTAL:                    $ 5,000,000         $  500,000             $  2,000,000           $ 2,500,000
===============================================================================================================
</TABLE>




              [INSERT NAMES OF ADDITIONAL INVESTORS AS IDENTIFIED.]

<PAGE>   1
                                                                    EXHIBIT 10.4









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                                   @PLAN. INC





                      Series C Convertible Preferred Stock





                          SECURITIES PURCHASE AGREEMENT






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<PAGE>   2



                                   @PLAN. INC

                          SECURITIES PURCHASE AGREEMENT

Ladies and Gentlemen:

         @Plan. Inc, a Tennessee corporation (the "Company"), hereby agrees with
the Purchasers named in the Schedule of Purchasers attached hereto as Schedule 1
and who executed a counterpart of this agreement (individually the "Purchaser"
and collectively the "Purchasers") as set forth below:

         1. Description of Securities.

         The Board of Directors of the Company has authorized the issuance and
sale of an aggregate of 1,725,667 shares (the "Shares") of the Company's Series
C Convertible Preferred Stock (the "Series C Preferred Stock") to the
Purchasers, at a purchase price of $3.00 per Share for an aggregate purchase
price of $5,177,001. The rights and preferences of the Series C Preferred Stock
are set forth in the form of the Second Amended and Restated Charter of the
Company, attached hereto as Exhibit A (the "Amended Charter"), to be filed with
the Tennessee Secretary of State prior to Closing, as defined below. The Shares
will be sold in two tranches. One Million Two Hundred Thirty-Five Thousand Four
Hundred (1,235,400) of the Shares (the "Tranche 1 Shares") will be sold in the
first tranche, and Four Hundred Ninety Thousand Two Hundred Sixty-Seven
(490,267) of the Shares (the "Tranche 2 Shares") will be sold in the second
tranche.

         2. Purchase and Sale of Securities.

         The Company hereby agrees to sell to each Purchaser and each Purchaser
hereby severally agrees to purchase from the Company, in both cases subject to
the terms and conditions set forth herein and in reliance on the representations
and warranties of the parties contained herein, the number of Shares set forth
opposite the name of the Purchaser on Schedule 1, free and clear of all liens or
encumbrances imposed by or as a result of action by the Company.

         3. Subscription and Closing.

            3.1 Each Purchaser shall execute and deliver to the Company at its
address set forth in Section 10 hereof, two counterparts of this Agreement. This
Agreement shall become the binding obligation of the parties upon acceptance by
the Company, and the date of this Agreement shall be the date the Company
executes this Agreement, as indicated on the signature page hereof.

            3.2 The closing with respect to the purchase and sale of the 
Tranche 1 Shares (the "Tranche 1 Closing") shall take place at the offices of
Sherrard & Roe, PLC, at 424 Church Street, Suite 2000, Nashville, Tennessee, at
10:00 a.m. on December 31, 1997 (the "Tranche 1 Closing Date") or such other
date as shall be mutually determined by the Company and the Purchasers.



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<PAGE>   3

            3.3 The closing with respect to the purchase and sale of the 
Tranche 2 Shares (the "Tranche 2 Closing") shall take place at the offices of
Sherrard & Roe, PLC, at 424 Church Street, Suite 2000, Nashville, Tennessee, at
10:00 a.m. within ten (10) business days of the first to occur of (i) the
Company receiving a written demand for the Tranche 2 Closing from Purchasers
representing at least ten percent (10%) of the Tranche 2 Shares, (ii) the
Purchasers receiving a written demand for the Tranche 2 Closing from a duly
authorized officer of the Company; provided, in either case, such demand has
been received on or before December 31, 2000 (the "Tranche 2 Closing Date").

            3.4 At each Closing, the Company will deliver to each Purchaser
certificates evidencing the Shares to be purchased by such Purchaser, registered
in such Purchaser's or its nominee's name, upon payment of the purchase price
therefor, by a cashier's check, or by wire transfer of immediately available
funds to State Street Bank and Trust Co., Boston, MA 02110, ABA Routing No.
0110-0002-8, for credit to EB Sales Group Account, DDA# 9904-130-3, Fund
Name/Class 695, Account No. 1007577515, Name on Account: @Plan, in the aggregate
amount for the respective Closing set forth opposite such Purchaser's name on
Schedule 1 to this Agreement.

         4. Representations and Warranties of the Company.

         Recognizing that the Purchasers will be relying on the information and
on the representations and warranties set forth herein, the Company hereby
represents and warrants to the Purchasers that:

            4.1 Organization, Standing, Capitalization, Etc.

            (a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Tennessee. The Company has
all requisite corporate power and authority and holds all licenses, permits and
other required authorizations from governmental authorities necessary to own its
properties and assets and to conduct its business as it is now being conducted
and will obtain as expeditiously as possible all required authorizations of
governmental authorities necessitated by the operation of the Company in the
future. The Company is qualified to do business as a foreign corporation in
jurisdictions set forth in Schedule 4.1(a) and is not currently required to be
qualified or licensed to do business as a foreign corporation in any other
jurisdiction.

            (b) The copies of the Amended and Restated Charter (the "Charter")
and Bylaws, as amended, of the Company that have been included herewith
collectively as Exhibit B are true and correct copies of such documents as
amended to date. There will not be any changes or amendments to the Charter,
except the Amended Charter in the form of Exhibit A, or Bylaws between the date
hereof and the Closing Date.

            (c) At the date hereof the Company's authorized capital stock
consists of 20,000,000 shares of common stock, no par value per share ("Common
Stock"), of which 500,000 shares are issued and outstanding and held of record
by the persons and in the amounts set forth in Schedule 4.1(c), and 10,000,000
shares of undesignated preferred stock, with rights and preferences to be fixed
by the Board of Directors in accordance with the laws of the State of Tennessee
and the Charter, of which (a) 500,000 shares have been designated Series A
Convertible Preferred Stock ("Series A Preferred Stock"), of which 448,000 are
outstanding, and (b) 2,250,000 shares have been



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<PAGE>   4

designated Series B Convertible Preferred Stock (the "Series B Preferred
Stock"), of which 2,016,000 are outstanding, such outstanding shares of Series A
and Series B Preferred Stock are held of record by the persons and in the
amounts set forth in Schedule 4.1(c). As of the Closing Date, the Company's
authorized capital stock will consist of 20,000,000 shares of Common Stock and
10,000,000 shares of preferred stock, of which (i) 500,000 shares will be
designated as Series A Preferred Stock, of which 448,000 shares will be
outstanding, (ii) 2,250,000 shares will be designated as Series B Preferred
Stock, of which 2,016,000 shares will be outstanding, and (iii) 1,725,667 shares
will be designated as Series C Preferred Stock, none of which will be
outstanding. All shares of Common Stock and all shares of preferred stock
outstanding are duly and validly authorized and issued, fully paid and
nonassessable, and issued in compliance with all applicable state and federal
laws concerning the issuance of securities. No shareholder of the Company has
any statutory or other preemptive rights with respect to the issuance of the
Shares which have not been validly exercised in conjunction herewith or waived
in writing.

            (d) The Shares being sold and purchased hereunder have been duly and
validly authorized, will be validly issued, fully paid and nonassessable after
issuance and sale to the Purchasers pursuant to this Agreement and will be free
of any liens or encumbrances created by or as the result of action by the
Company. The shares of Common Stock issuable upon conversion of the Series A,
Series B, and Series C Preferred Stock have been duly and validly authorized
and, upon conversion of the Preferred Stock, will be validly issued, fully paid,
nonassessable and free of any liens or encumbrances created by or as a result of
action by the Company. No further approval or authorization of the shareholders
of the Company is required for the issuance and sale of the Shares as
contemplated herein or the issuance of the shares of Common Stock upon the
conversion of the Series A, Series B, and Series C Preferred Stock.

            (e) The Company has not granted or issued, or agreed to grant or
issue, any option, warrant or other rights, commitments or arrangements to
issue, purchase or acquire any shares of its capital stock or any securities
giving any right to acquire from the Company or sell to the Company, any shares
of its capital stock, except for (i) options for the purchase of an aggregate of
837,000 shares of the Company's Common Stock pursuant to the Company's Second
Amended and Restated 1996 Stock Option Plan (the "1996 Option Plan"); (ii) up to
263,000 additional shares of Common Stock reserved for issuance pursuant to the
1996 Option Plan; (iii) 448,000 shares of Common Stock reserved for issuance
upon conversion of the Series A Preferred Stock; (iv) 2,016,000 shares of Common
Stock reserved for issuance upon conversion of the Series B Preferred Stock; (v)
1,725,667 shares of the Series C Preferred Stock which may be sold to the
Purchasers pursuant to this Agreement; and (vi) 1,725,667 shares of Common Stock
reserved for issuance upon conversion of the Shares.

            (f) The Company does not own or control any subsidiaries. The 
Company does not hold, directly or indirectly, 5% or more of the outstanding
shares of any class or capital stock of any other corporation nor does it hold,
directly or indirectly, a 5% or more equity interest in any partnership, limited
liability company, joint venture, or other entity.




                                       3
 

<PAGE>   5

             4.2 Authorization, Validity and Enforceability of this Agreement.

         The Company has full corporate power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby. The execution,
delivery and performance by the Company of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized and approved
by all necessary corporate action. The execution and delivery of this Agreement
and the issuance of the Shares hereunder will not violate any provision of law
and will not conflict with, or result in a breach of any of the terms of, or
constitute a default under, the Company's Charter, its Bylaws, or any agreement,
instrument, or other restriction to which the Company is a party or by which it
is bound. This Agreement, when executed, will constitute the legal, valid, and
binding obligation of the Company, enforceable against it in accordance with its
terms.

             4.3 Information Available Respecting the Company.

         The Company has provided each Purchaser with the opportunity to (a) ask
questions of and receive answers from the Company and its representatives
concerning the Company and the terms and conditions of the sale of the Shares,
and (b) obtain any additional information that the Company possesses or can
reasonably obtain that is necessary to verify the accuracy of the information
furnished by the Company in connection herewith.

             4.4 Governmental Consents, Etc.

         No consent, approval, or authorization of, or declaration, registration
or filing with, any person, entity, or governmental authority on the part of the
Company is required for the valid execution, delivery, and performance of this
Agreement or the valid consummation of the transactions contemplated hereby,
except as may be required under the Securities Act of 1933, as amended (the
"Securities Act"), or under applicable state "Blue Sky" laws.

             4.5 Securities Laws.

         Subject to the Purchaser's representations set forth in Section 6
hereof, the offer, sale and issuance of the Shares, as provided in this
Agreement, are and are intended to be exempt from: (a) the registration
requirements of the Securities Act pursuant to one or more of Sections 3(b),
4(2) and 4(6) thereof and Regulation D promulgated thereunder; and (b) the
registration or qualification requirements of certain state Blue Sky laws.
Neither the Company nor anyone acting on its behalf has directly or indirectly
offered the Shares or any part thereof for sale to, or solicited any offer to
buy the Shares from, any person other than the Purchasers, or other persons
believed by the Company to meet the qualifications set forth in Section 6 below,
nor will the Company or anyone authorized to act on its behalf take any action
hereafter that would cause the loss of such exemption.

             4.6 Financial Statements.

         The audited financial statements for the Company for the year ended
December 31, 1996 and the unaudited financial statements for the ten (10) months
ended October 31, 1997 (the "Financial Statements"), copies of which are
included herewith as Exhibit C, are accurate, true, and complete in





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<PAGE>   6

all material respects and present fairly in all material respects the financial
position of the Company and results of operations as, at, and for the dates and
periods indicated, and have been prepared in conformity with generally-accepted
accounting principles applied on a consistent basis (except for the absence of
footnotes in the statements for the 10 months ended October 31, 1997).

             4.7 No Defaults in Agreements.

         Except as set forth on Schedule 4.7 hereto, the Company is not in
violation of its Charter or Bylaws, or in default in the performance or
observance of any obligation, agreement, covenant, or condition contained in any
contract, indenture, mortgage, loan agreement, lease, note, or other instrument
to which it is a party or by which it may be bound, which default would be
reasonably likely to result in a Material Adverse Effect (as hereinafter defined
in Section 4.10).

             4.8 Material Transactions.

         Except as disclosed in Schedule 4.8 hereto, as reflected on the
Financial Statements, or as contemplated hereby, the Company has not, to the
extent material: (a) borrowed any funds or incurred or become subject to any
obligations or liabilities (absolute or contingent); (b) discharged or satisfied
any lien or encumbrance or paid any obligation or liability (absolute or
contingent); (c) declared or paid any dividends or distributions to its
shareholders of any assets of any kind whatsoever; (d) entered into any
agreements or arrangements granting any preferential rights to purchase any of
the assets, properties, or rights of the Company (including management and
control thereof), or requiring the consent of any party to a transfer or
assignment of such assets, properties or rights (or change in the management or
control thereof), or providing for the merger or consolidation of the Company
into or with another corporation; (e) suffered any losses (including but not
limited to loss of customers, physical plant, property, equipment, personnel
considered by management to be a "key" employee, or the termination of any
material contracts), waived any rights or canceled any debts or claims; (f)
changed any accounting method or practice, including, without limitation, any
change in depreciation or amortization policies or rates; (g) made any loan to
any person or entity, including but not limited to any officer, director, or
employee of the Company; or (h) entered into an agreement to do any of the
things described in clauses (a) through (g) above.

             4.9 Material Agreements.

         Except as disclosed in Schedule 4.9 hereto, the Company is not a party
to any written or oral (a) contract for employment that may not be terminated by
the Company on not more than thirty (30) days notice without liability to the
Company, (b) pension or profit sharing plan, retirement plan, bonus plan, stock
purchase or stock option plan, or any similar plan, formal or informal, whether
covering one or more employees or former employees, (c) contract involving
payment by or to the Company of more than $40,000, or the performance of which
may extend more than ninety (90) days from the date hereof, (d) contract or
other agreement or understanding relating to the registration of any securities
of the Company, or (e) other material contract, agreement or understanding,
whether formal or informal. All contracts, agreements, and understandings
disclosed in Schedule 4.9 are in full force and effect, and neither the Company
nor, to the Company's knowledge, any other party thereto has received any notice
of default, nor is in default, nor does any condition now exist which, with
notice or the lapse of time or both, would render the Company or, to 




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<PAGE>   7

the Company's knowledge, any other party in default under any contract,
understanding, or agreement in which the Company is a party, which default would
be reasonably likely to have a Material Adverse Effect. There are no disputes or
proceedings relating to any such contract, understanding, or agreement, and the
Company has not received any notice, written or oral, indicating that any party
to any such contract, understanding, or agreement intends to cancel or terminate
such contract, understanding or agreement or to exercise or not exercise any
options or rights under such contract, understanding, or agreement.

               4.10 No Adverse Changes.

         Since October 31, 1997, there have been no changes in the condition or
prospects (financial or otherwise except as may relate to economic or business
conditions generally) of the Company that, in the aggregate, would materially
adversely affect the organization, business, properties, operations, financial
condition, or prospects of the Company (a "Material Adverse Effect").

               4.11 No Litigation.

         There is no action or proceeding at law or in equity pending or, to the
knowledge of the Company, threatened against the Company or any of its property
before any court or governmental commission, and there is no such proceeding
pending or, to the knowledge of the Company, threatened, in arbitration or
before any administrative agency, and, to the knowledge of the Company, there
are no facts, events or occurrences by reason of which any such action or
proceeding may be brought. There is no judgment, consent, decree, injunction,
rule, or other judicial or administrative order outstanding against the Company.

               4.12 Disclosure.

         No representation or warranty by the Company contained in this
Agreement or any schedule or exhibit hereto, or any certificate or other
instrument referred to herein or otherwise furnished or to be furnished to the
Purchasers by the Company with respect to the transactions contemplated hereby
contains any untrue statement of a material fact, or omits or will omit to state
any material fact that is necessary in order to make the statements contained
herein or therein, not misleading. The Company is not aware of any fact relating
to the business, affairs, operations, condition or prospects of the Company that
materially adversely affects the same and that has not been set forth in this
agreement or otherwise disclosed in writing to the Purchasers by the Company in
connection with this transaction.

               4.13 Certain Transactions.

         Except as disclosed in Schedule 4.13 hereto, the Company is not
indebted, directly or indirectly, to any of its officers or directors or to
their respective spouses or children, in any amount whatsoever; none of said
officers or directors or any members of their immediate families are indebted to
the Company or have any direct or indirect ownership interest in any firm or
corporation with which the Company is affiliated or with which the Company has a
business relationship, or any firm or corporation that competes with the
Company, except that officers and/or directors of the Company may own no more
than 5% of the outstanding stock in publicly traded companies that may 



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compete with the Company. No officer or director or any member of their
immediate families is interested, directly or indirectly, in any material
contract with the Company. The Company is not a guarantor or indemnitor of any
indebtedness of any other person, firm, or corporation.

               4.14 Absence of Liabilities; Taxes.

         Except as disclosed in Schedule 4.14 hereto, the Company has no
material liabilities that are not reflected on the Financial Statements; since
the date of the Financial Statements, except as disclosed in the Schedules, the
Company has not incurred or otherwise become subject to any such liabilities or
obligations except in the ordinary course of business and except expenses
incurred directly in connection with this offering. The amounts shown on the
Financial Statements as provision for taxes are sufficient in all respects for
payment of all accrued and unpaid federal, state, county, and local taxes for
the period then ended and for all prior periods. The Company has filed all
federal, state, county and local tax returns that are required to be filed by
it, and such returns are true and correct and all taxes shown thereon to be due
have been timely paid with exceptions not material to the Company. The Company
has not been notified by the Internal Revenue Service that its federal income
tax returns have or are being examined, and no controversy with respect to taxes
of any type is pending or, to the knowledge of the Company, threatened.

               4.15 Property and Assets.

         Except as set forth in Schedule 4.15, Schedule 4.20 or on the Financial
Statements, the Company has good and marketable title to all of its real and
personal property, free and clear of any and all claims, liens, encumbrances,
equities, and restrictions of every kind and nature whatsoever. The Company owns
no other significant personal property (i.e., having a value in the case of any
single item of $25,000.00 or more), except as set forth on Schedule 4.15.

               4.16 Leases.

         Except as set forth in Schedule 4.16 hereto, the Company is not a party
to any lease under which the aggregate annual rental payments exceed $1,000.00.
As of the date hereof, all leases are in full force and effect without any
default or material breach thereof by the Company or, to the knowledge of the
Company, any other party thereto which default or breach would be reasonably
likely to have a Material Adverse Effect. The Company enjoys peaceful and
undisturbed possession under all leases under which it is operating as lessee
and all such leases are valid and subsisting and in full force and effect. No
consent of any lessor is required under any such lease in order to keep such
lease in full force and effect after the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby.

               4.17 Regulatory Compliance.

         The Company has complied in all material respects with all laws,
regulations, and orders applicable to its business, and the present uses by the
Company of its properties and conduct by the Company of its business do not in
any material respect violate any laws, regulations, or orders. The Company has
obtained or will obtain as expeditiously as possible all certificates and other
regulatory approvals necessary for the operation of its business.




                                       7
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               4.18 Registration Rights.

         Except as set forth on Schedule 4.18, the Company is not under any
obligation to register under the Securities Act any of the Company's presently
outstanding securities or any of its securities that subsequently may be issued.

               4.19 Insurance.

         The Company will following the Closing maintain, with respect to its
properties and business, and with financially sound and reputable insurers,
life, fire, liability and other forms of insurance, as the Board of Directors of
the Company reasonably deems to be sufficient to provide adequate protection to
the Company and its business from the risks associated with its business and as
is customary for companies similarly situated in reasonably comparable
industries.

               4.20 Intellectual Property.

               (a) The Company owns or possesses, or will acquire prior to use,
adequate licenses or other rights to use all patents, trademarks, service marks,
trade names or other intangible property rights and know-how (hereinafter
referred to as "Intellectual Property") necessary to entitle the Company to
conduct the business now or subsequently operated by it. Schedule 4.20 sets
forth all licenses and other arrangements (other than standard licenses for the
use of typical "off-the-shelf" commercial software applications) pursuant to
which the Company has a right to use any Intellectual Property not owned by the
Company. Except as set forth in Schedule 4.20, the Company is the lawful owner,
free and clear, to the knowledge of the Company, of any claim, right, trademark,
patent or copyright protection of any third party, of all Intellectual Property
used or planned to be used by the Company in the conduct of its business.

               (b) The Company has not received any notice of infringement or
conflict with (and knows of no infringement with or conflict with) asserted
rights of others with respect to any Intellectual Property which could result in
a material adverse effect upon the Company. To the knowledge of the Company, no
products or processes of the Company infringe or conflict with any trade secret
or patent or any patent application.

               (c) The Company has taken adequate steps, and has in place and
enforces appropriate policies and procedures, to protect its proprietary
information. The Company has not disclosed any of its proprietary information to
third parties without appropriate restrictions on use or disclosure thereof. As
used herein, "proprietary information" means any information that the Company
considers confidential or secret material information of the Company, including
without limitation, whether verbal, written or embodied in any other medium,
confidential technical data and information of the Company (including but not
limited to systems, practices, plans, processes, procedures, drawings,
databases, computer hardware, firmware, and software whether in the form of
object codes, source codes, or otherwise, inventions, improvements,
manufacturing techniques or systems, formulas, development or experimental work,
work in process, research data used by the Company); all passwords, entry codes,
access sequences, and the like; and all other items of trade secret, trade
knowledge, and trade know-how of Company.




                                       8

<PAGE>   10

               (d) The Company has taken adequate steps, and has in place and 
enforces appropriate policies and procedures, to protect any confidential
information disclosed to or obtained by the Company through confidential
relationships with any third parties.

               4.21 Sensitive Payments.

         Neither the Company nor, to the knowledge of the Company, any of its
officers or directors nor anyone acting on behalf of any of them has made or
received any "sensitive" payments, and no such person has or will maintain any
unrecorded cash or noncash assets out of which any "sensitive" payments might be
made. "Sensitive" payments means, whether legal or illegal, (a) payments to or
from government officials or employees, (b) commercial bribes or kickbacks, (c)
amounts paid with an understanding that rebates or refunds will be made in
contravention of the laws of any jurisdiction, either directly or through a
third party, and (d) payments or commitments (whether made in the form of
commission, payments of fees for goods or services received, or otherwise) made
with the understanding or under circumstances that would indicate that all or
part thereof is to be paid by the recipient to government officials or employees
or as a commercial bribe, influence payment or kick-back, provided, however,
that "sensitive" payments shall not include contributions to political campaigns
or organizations that are permissible under federal and state election laws.

               4.22 Books and Records.

         The books and records of the Company, including but not limited to, its
stock and minute books, are complete and correct and have been maintained in
accordance with good business practices and contain a true and complete record
of all meetings or proceedings of its Board of Directors and shareholders. No
action has been taken that requires the approval of the Board of Directors or
the shareholders of the Company that is not reflected accurately in the minute
book.

               4.23 Environmental Matters.

         Neither the real property or the buildings, improvements, fixtures or
equipment, forming a part of the real property owned or operated by the Company
(the "Facilities"), nor the Company is, to the Company's knowledge, in violation
of or the subject of any investigation or inquiry or enforcement action by any
governmental authority for the recovery or environmental response costs or for
compliance with remedial obligations under any applicable law pertaining to
"Hazardous Substances" as the term is defined in the Comprehensive Environmental
Response, Compensation and Liability Act of 1990, as amended, as codified at 42
U.S.C. ss. 9601 et seq. ("CERCLA"), the Hazardous Materials Transportation Act,
49 U.S.C. ss. 1801 et seq.; the Resource Conservation and Recovery Act, 42
U.S.C. ss. 6901 et seq.; and any applicable state or local governmental
statutes, ordinances or regulations (referred to hereafter collectively as
"Environmental Laws"). As of the date of this Agreement, the Company has
obtained and is in compliance in all material respects with all environmental
permits required by the applicable Environmental Laws to construct, occupy,
operate and use the Facilities; the Company has taken reasonable steps to
determine that no Hazardous Substances have been disposed of or otherwise
released on or from the Facilities during the period of the Company's ownership
or operation thereof; and the uses that the Company has


                                       9
<PAGE>   11


made, makes, or intends to make of the Facilities has not and will not result in
the generation, storage, disposal or release of any Hazardous Substances in
violation of the Environmental Laws.

               4.24 Indebtedness.

         As of the date hereof, the Company is not indebted, directly or
indirectly, to any person or entity except as indicated on the Financial
Statements (other than as to accrued but unpaid interest on indebtedness
indicated on the Financial Statements from the date of the Financial Statements
through the date hereof) or as set forth on Schedule 4.24 or indebtedness
incurred in the ordinary course of business since the date of the Financial
Statements. Schedule 4.24 sets forth all persons to whom the Company is indebted
for moneys borrowed, reflecting the principal amount of such indebtedness and
interest accrued to the date hereof. All indebtedness reflected on Schedule 4.24
or on the Financial Statements was incurred pursuant to loans or advances to the
Company by such persons of cash equal to the original principal amounts of such
indebtedness.

               4.25 ERISA Plan.

         Schedule 4.25 sets forth each pension plan (a "Plan") that the Company
has in effect which is subject to the requirements of Title IV of the Employee
Retirement Income Security Act of 1974, Pub. L. No. 93-406, September 2, 1974,
88 stat. 829, 29 USCA ss.1001 et seq. (1975), as amended from time to time
("ERISA"), and with respect to each Plan, the Company warrants that no fact that
might constitute grounds for the involuntary termination of the Plan, or for the
appointment by the appropriate United States District Court of a trustee to
administer the Plan, exists at the time of execution of this Agreement.

               4.26 Management.

         During the past ten years, neither the Chief Executive Officer or Vice
President of Finance of the Company have been (i) arrested or convicted of any
material crime, including any felony or crime of moral turpitude (whether
material or not), (ii) indicted, (iii) adjudged bankrupt. During the past ten
years, neither has served as an officer or director of a bankrupt entity and
none has been restricted in any way from bidding on contracts with the
government of the United States.

               4.27 Labor Relations.

         There are no controversies pending or, to the knowledge of Company,
threatened between Company and any of its employees, or any labor union or other
organization representing or claiming to represent their interests. To the
knowledge of Company, no union organizing or election activities involving any
non-union employees of Company are in progress or threatened.

               4.28 Survival of Representations and Warranties.

         The representations and warranties of the Company contained herein
shall survive the execution and delivery of this Agreement and the purchase of
the Shares for the period of the applicable statute of limitation.



                                       10
<PAGE>   12


         5. Covenants of the Company.

         The Company covenants and agrees with the Purchasers as follows:

               5.1 Use of Proceeds.

         The Company will apply the net cash proceeds from the sale of the
Shares received by it to implement its business plan as modified from time to
time by the Board of Directors.

               5.2 ERISA Plan.

         At all such times that the Company has in effect, or hereafter
institutes a Plan that is subject to the requirements of ERISA, the Company
hereby covenants that (i) throughout the existence of the Plan, the Company's
contributions under the Plan will meet the minimum funding standards required by
ERISA and the Company will not institute a distress termination of the Plan, and
(ii) the Company will send to each Purchaser a copy of any notice of a
reportable event (as defined in ERISA) required PBGC Reg. Section P2615.1 et
seq., 29 CFR Part P 2615.1 et seq., to be filed with the Pension Benefit
Guaranty Corporation, at the time that such notice is so filed.

               5.3 Survival of Covenants of the Company.

         The obligations of the Company set forth in Sections 5.1 and 5.2 above
are continuing covenants of the Company and shall survive until terminated as
provided in such provisions.

         6. Representations, Warranties and Covenants of the Purchasers.

         Recognizing that the Company will be relying on the information and on
the representations and warranties set forth herein, each Purchaser hereby
severally represents and warrants to the Company as follows:

               6.1 Accredited Investor.

         The Purchaser currently is, and at each Closing Date will be:

               (a) An accredited investor who meets the requirements of at least
one of the categories set forth on Exhibit D attached hereto and incorporated
herein by reference as indicated by the Purchaser's initials thereon;

               (b) A person, either alone or with his purchaser representative,
who has such knowledge and experience in financial and business matters that he
or it, is capable of evaluating the merits and risks of the purchase of the
Shares, who is able to bear the economic risk of the investment, and who can
afford the complete loss of the investment; and

               (c) If an individual residing at the address specified on the 
signature page hereof, or if a corporation, partnership or other form of entity,
has its principal office at the address set forth on the signature page hereof.



                                       11
<PAGE>   13

               6.2 Purchase for Investment.

         The Purchaser represents that it is purchasing the Shares for its own
account for investment and not with a view to the resale or distribution in
whole or in part thereof in violation of the Securities Act or applicable state
law. The Purchaser represents that it will not transfer the Shares without
registration under the federal and any applicable state securities laws unless
it submits an opinion of counsel acceptable to the Company to the effect that
the intended transfer complies with one or more exemptions under such laws. The
Purchaser, if it is an entity, represents that it was not formed for the purpose
of acquiring an interest in the Company. Nothing herein contained, however,
shall prevent a Purchaser from requesting the Company to register the Shares so
issued in the name of the Purchaser's nominee, and if a Purchaser submits such a
request, the Company will not withhold its consent unreasonably.

               6.3 No General Solicitation.

         The Purchaser acknowledges that it has not received nor is it aware of
any general solicitation or general advertising of the Shares, including without
limitation, (a) any communication published in any newspaper or magazine or
broadcast over television or radio, or (b) any seminar or meeting to which
people were invited by means of a general solicitation or general advertising.

               6.4 Authority.

         If the Purchaser is an individual, he is over the age of majority in
the applicable jurisdiction. If the Purchaser is a corporation, partnership, or
other form of entity, such Purchaser is properly organized and existing under
the laws of its respective jurisdiction, with the requisite power, and authority
to enter into this Agreement and to carry out the transactions contemplated
hereby, and has taken all necessary corporate or organizational action execute
this agreement, the Shareholders Agreement and to acquire and pay for the
Shares, and this Agreement, when executed and delivered, will constitute a valid
and legally binding obligation of such Purchaser, enforceable against it in
accordance with its terms.

               6.5 Access to Information.

         The Purchaser has had access during the course of the transaction and
prior to its purchase of the Shares to such information relating to the Company
as it has desired, and has been given the opportunity to (a) ask questions of,
and receive answers from, the Company and its representatives concerning the
Company and the terms and conditions of the sale of the Shares, and (b) obtain
any additional information that the Company possesses or can reasonably obtain
that is necessary to verify the accuracy of the information furnished by the
Company in connection herewith.

               6.6 Restrictions on Transfer of the Shares.

         The Purchaser understands that the Shares have not been registered
under the Securities Act or any applicable state securities law, the Shares have
the status of "Restricted Securities" as defined under Commission Rule 144(a)(3)
and may be required to be held indefinitely unless they are


                                       12
<PAGE>   14

subsequently registered under the Securities Act or an exemption from such
registration is available and that the Company is under no obligation to
register the Shares other than as set forth in the Shareholders Agreement. The
Purchaser also understands that Rule 144 (or any successor rule) promulgated
under the Act, which provides for certain limited routine sales of unregistered
securities, is not available with respect to the Shares, that except as set
forth in Section 1.2 of the Shareholders Agreement, the Company has not
covenanted to satisfy the conditions for resale pursuant to Rule 144 (or any
successor rule), and that compliance with Regulation A (or any successor rule)
promulgated under the Act or some other disclosure exemption may be required for
a sale or other disposition of Shares that are not registered under the Act. The
Purchaser further acknowledges that presently there is no market for the
purchase and sale of the Shares.

               6.7 Legends on Certificates.

         The Purchaser understands that the certificates representing the Shares
(or the Common Stock issued upon conversion of the Shares) shall bear the
following or similar legend and that appropriate stop transfer instructions will
be entered in the stock records of the Company:

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         ANY APPLICABLE STATE SECURITIES LAW. THE SHARES HAVE BEEN ACQUIRED FOR
         INVESTMENT AND NOT WITH A VIEW TO OR FOR RESALE IN CONNECTION WITH THE
         DISTRIBUTION THEREOF. NO DISPOSITION OF THE SHARES MAY BE MADE IN THE
         ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT, OR (ii) AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
         DISPOSITION WITHOUT REGISTRATION IS IN COMPLIANCE WITH THE SECURITIES
         ACT AND ANY APPLICABLE STATE SECURITIES LAW.

               6.8 Survival.

         The representations, warranties and covenants of the Purchasers
contained herein shall survive the execution and delivery of this Agreement and
the purchase of the Shares.

         7. Conditions to the Closing.

               7.1 Conditions of the Purchasers' Obligations.

         The obligations of the Purchasers to purchase and pay for the Shares to
be delivered at the Tranche 1 Closing are subject to the satisfaction of the
following conditions:

               (a) Representations and Warranties Correct. The representations
and warranties of the Company set forth in Article 4 hereof shall be true and
correct as of the date hereof and as of the Tranche 1 Closing Date, and the
Company shall have complied with all agreements and satisfied all conditions on
its part to be performed or satisfied prior to the Tranche 1 Closing Date.




                                       13
<PAGE>   15

               (b) No Adverse Change. Except as disclosed in this Agreement, and
in any schedule hereto, there shall have been no material adverse change in the
business or financial condition or results of operations or prospects of the
Company since October 31, 1997, and no material litigation or other proceeding
shall have been commenced by any person, including, without limitation, any
governmental agency, relating to any of the proposed transactions, or against
the Company or any of its properties that is material to its business or
operations, actual or proposed.

               (c) Compliance Certificate. The Company shall have delivered a 
certificate executed by the Chairman or President, dated the Closing Date,
certifying that the conditions specified in Subsections 7.1(a) and 7.1(b), have
been satisfied and as to such other matters reasonably requested by the
Purchasers.

               (d) Amended Charter. The Company shall have filed the Amended 
Charter with the Tennessee Secretary of State.

               (e) Shareholders' Agreement. The Company, Purchasers, Mark K.
Wright, Gary R. Haynes, Roger J. Thomson, Janice Wendell, Susan Russo and Karl
Spangenberg shall have executed the Amended and Restated Shareholders' Agreement
in the form of Exhibit E hereto.

               (f) Legal Opinion. The Purchasers, at the Closing, shall have
received the opinion of Bass, Berry & Sims, PLC, issued pursuant to the Legal
Opinion Accord of the ABA Section of Business Law (1991), counsel to the
Company, in form and substance satisfactory to Sherrard & Roe, PLC, special
counsel to the Purchasers, dated the Closing Date, to the effect that:


                   (i) The Company is a corporation duly organized, validly 
               existing and in good standing under the laws of the State of
               Tennessee, and is qualified to do business in every jurisdiction
               in which the business presently conducted by it makes such
               qualification necessary.

                   (ii) The authorized capital stock of the Company consists of
               20,000,000 shares of Common Stock, no par value, of which 500,000
               shares are currently outstanding, and 10,000,000 shares of
               undesignated preferred stock, with rights and preferences to be
               fixed by the Board of Directors as provided by law and the
               Amended Charter, of which (i) 500,000 shares have been designated
               Series A Convertible Preferred Stock, of which 448,000 shares are
               outstanding; (ii) 2,250,000 shares have been designated Series B
               Convertible Preferred Stock, of which 2,016,000 shares are
               outstanding; and (iii) 1,725,667 shares have been designated
               Series C Convertible Preferred Stock, of which 1,235,400 shares
               are outstanding. All shares of Common Stock, Series A Preferred
               Stock and Series B Preferred Stock outstanding were duly and
               validly authorized and issued, fully paid and nonassessable, and
               issued in compliance with all applicable state and federal laws
               concerning the issuance of securities. The Series A Preferred
               Stock, Series B Preferred Stock, and Series C Preferred Stock
               have the rights and preferences set forth in the Amended Charter.
               Except for (i) 1,100,000 shares of common stock reserved for
               issuance pursuant to the 1996 Option Plan, (ii) 448,000 shares of
               Common Stock reserved for issuance upon conversion of the Series
               A Preferred 



                                       14
<PAGE>   16

               Stock, (iii) 2,016,000 shares of Common Stock reserved for
               issuance upon conversion of the Series B Preferred Stock, and
               (iv) 1,725,667 shares of Common Stock reserved for issuance upon
               conversion of the Shares, to such counsel's knowledge there are
               no outstanding rights or agreements for the purchase or
               acquisition from the Company of any shares of its capital stock
               and no stockholder of the Company has any statutory or, to the
               knowledge of such counsel, other preemptive rights with respect
               to the issuance of the Shares, which have not been validly
               exercised in conjunction herewith or waived in writing.

                   (iii) Neither the execution and delivery of this Agreement 
               nor the consummation of the transactions contemplated hereby or
               thereby will result in violation of, or be in conflict with, the
               Charter or Bylaws of the Company, and will not (i) constitute a
               default under any agreement, lease, mortgage, note, bond,
               indenture, license, or other document or agreement known to such
               counsel to which the Company is a party or by which it is bound
               or (ii) violate any order, rule, regulation, writ, injunction or
               decree of any court, administrative agency, or governmental body
               known to such counsel to which the Company is subject or by which
               it is bound.

                   (iv) Each of this Agreement and the Amended and Restated
               Shareholders' Agreement has been duly authorized, executed and
               delivered by or on behalf of the Company and constitutes the
               legal, valid and binding obligation of the Company, enforceable
               against the Company in accordance with its terms, except as
               enforceability may be limited by applicable bankruptcy,
               insolvency, reorganization, moratorium or similar laws and
               subject to general principles of equity (regardless of whether
               such enforceability is considered in a proceeding in equity or at
               law).

                   (v) The issuance and delivery at the Closing of the Shares
               that are the subject of this Agreement constitute an exempt
               transaction under the Securities Act or regulations thereunder as
               now in effect and do not require registration under the
               Securities Act.

                   (vi) The issuance and sale at the Closing of the Shares that
               are the subject of this Agreement do not require registration,
               qualification, or any other action under the securities or "Blue
               Sky" laws of any state, or such registration or other action as
               is required has been duly effected or taken, or will be effected
               or taken in a timely manner so as to comply with such securities
               or "Blue Sky" laws.

                   (vii) The Shares to be issued to the Purchasers by the 
               Company pursuant to this Agreement have been duly authorized and,
               upon payment by the Purchasers of the purchase price for such
               Shares, will be validly issued and outstanding, fully paid and
               nonassessable. The Common Stock issuable upon conversion of the
               Shares has been duly and validly authorized and reserved for
               issuance upon conversion of the Shares, the issuance of those
               shares has been duly and validly authorized and those shares,
               when delivered upon the conversion of the Shares, will be duly
               and validly authorized, validly issued and outstanding, fully
               paid and nonassessable.




                                       15
<PAGE>   17

                   (viii) Except with regard to the matter of federal and state
               securities law compliance, which matter is addressed in
               paragraphs (v) and (vi) above, no consent, approval, authority,
               or other order of any governmental agency or to the knowledge of
               such counsel any other person or organization is legally required
               for the issuance and sale of the Shares pursuant to this
               Agreement.

                   (ix) There is no litigation or proceeding pending, or, to the
               knowledge of such counsel, threatened against the Company.

In rendering such opinion, such counsel may (i) rely as to factual matters on
certificates of executive officers of the Company, governmental officials, and
information furnished by the Purchasers, (ii) make assumptions (which
assumptions shall be specifically set forth) as to matters not reasonably
independently verifiable by such counsel, and (iii) rely on opinions of other
counsel to the extent it reasonably deems appropriate, provided that reliance
upon all such documents, certificates, and opinions shall be specified in such
opinion.

               (g) Size of Sale. The Company shall have executed counterparts of
this Agreement providing for (a) the purchase and sale of the Tranche 1 Shares,
an aggregate of One Million Two Hundred Thirty-Five Thousand Four Hundred
(1,235,400) shares of the Series C Preferred Stock and (b) subject to the
satisfaction of the conditions set forth in Section 7.3, the purchase and sale
of the Tranche 2 Shares, an aggregate of Four Hundred Ninety Thousand Two
Hundred Sixty-Seven (490,267) shares of the Series C Preferred Stock.

               7.2 Conditions of the Company's Obligations.

         The Company's obligation to sell and deliver the Shares to be purchased
by the Purchasers at the respective Closing is subject to the satisfaction of
the following conditions:

               (a) Representations and Warranties Correct. The representations 
and warranties of the Purchasers set forth in Section 6 hereof shall be true and
correct on and as of the date hereof and as of each Closing Date, and the
Purchasers shall have performed and complied with all agreements and conditions
on their part to be performed or complied with prior to the Closing.

               (b) This Agreement. The Purchasers shall have entered into this
Agreement and shall have performed and complied with all agreements and
conditions contained herein required to be performed or complied with by the
Purchasers, including without limitation executing the Amended and Restated
Shareholders' Agreement and tendering to the Company (i) on the Tranche 1
Closing Date, the aggregate purchase price of $3,634,200 for the Tranche 1
Shares and (ii) on the Tranche 2 Closing Date, the aggregate purchase price of
$1,422,801 for the Tranche 2 Shares.

               7.3 Conditions to Tranche 2 Closing. The obligations of 
Purchasers to purchase and pay for the Tranche 2 Shares to be delivered at the
Tranche 2 Closing are subject to the first to occur of (i) the Company receiving
a written demand for the Tranche 2 Closing from Purchasers representing at least
ten percent (10%) of the Tranche 2 Shares, (ii) the Purchasers receiving a




                                       16
<PAGE>   18

written demand for the Tranche 2 Closing from a duly authorized officer of the
Company; provided, in either case, such demand is received on or before December
31, 2000.

         8. Expenses.

         Regardless of whether the transactions contemplated herein shall be
consummated, the Company will: (a) pay all the costs and expenses of the
reproduction of this Agreement, of all agreements referred to herein, and of the
certificates for the Shares to be purchased by the Purchaser hereunder; (b) pay
the reasonable fees and out-of-pocket expenses of Sherrard & Roe, PLC,
Nashville, Tennessee, as special counsel for the Purchasers, and of Taft,
Stettinius & Hollister, special counsel for Blue Chip Capital Fund II Limited
Partnership and Miami Valley Venture Fund, L.P., including the reasonable fees
and expenses incurred in connection with any subsequent proposed modification of
this Agreement or consent hereunder; (c) pay all original issue taxes (including
any interest and penalties in respect thereof); (d) pay all reasonable costs and
expenses of counsel for the Company; (e) pay the cost of complying with the
securities or Blue Sky laws of any jurisdiction with respect to the offering or
sale of the Shares; and (f) pay all reasonable fees for any consultants or
advisors retained by the Purchasers in connection with its due diligence
investigation.

         9. Finder's Fees.

               9.1 The Company (i) represents and warrants that it has retained
no finder, agent or broker in connection with the transactions contemplated by
this Agreement, and (ii) hereby agrees to indemnify and hold harmless the
Purchasers of and from any liability for commission or compensation in the
nature of a finder's fee to any broker or other person or firm (and the costs
and expenses of defending against such liability or asserted liability) for
which the Company or any of its employees or representatives is responsible.

               9.2 Each Purchaser (i) represents and warrants that it has
retained no finder or broker in connection with the transactions contemplated by
this Agreement and (ii) hereby agrees to indemnify and to hold harmless the
Company and the other Purchasers of and from any liability for any commission or
compensation in the nature of a finder's fee to any broker or other person or
firm (and the costs and expenses of defending against such liability or asserted
liability) for which such Purchaser, or any of such Purchaser's employees or
representatives, is responsible.

         10. Notices.

         All notices, requests, consents and other communications hereunder
shall be in writing and shall be personally delivered or mailed by first-class
registered or certified mail, postage prepaid (return receipt requested):

             if to the Purchaser, at his address as set forth at the end of
             this Agreement, marked for attention as there indicated, or at
             such other address as may have been furnished to the Company by
             him in writing.



                                       17
<PAGE>   19

             with a copy to:      Sherrard & Roe, PLC
                                  424 Church Street, Suite 2000
                                  Nashville, Tennessee 37219
                                  Attention: Donald I.N. McKenzie, Esq.

                                  Taft, Stettinius & Hollister
                                  425 Walnut Street 
                                  Cincinnati, Ohio 45202
                                  Attention: Gerald S. Greenberg, Esq.

             if to the Company:   @Plan. Inc
                                  Three Landmark Square
                                  Suite 400
                                  Stamford, Connecticut 06901
                                  Attention: Mark Wright

             with a copy to:      Bass, Berry & Sims, PLC
                                  2700 First American Center
                                  Nashville, Tennessee 37238
                                  Attn: J. Page Davidson, Esq.

         11. Integration; Amendment and Waiver.

         This Agreement embodies the entire agreement and understanding between
the Purchasers and the Company and supersedes all prior agreements and
understandings relating to the subject matter hereof. Neither this Agreement nor
any term hereof may be changed, waived, discharged, or terminated orally or in
writing, except that any term of this Agreement may be amended and the
observance of any such term may be waived (either generally or in a particular
instance and either retroactively or prospectively) with (but only with) the
written consent of the Company and Purchasers purchasing in the aggregate, at
least 66 2/3% of the Shares then outstanding.

         12. Reorganization, Reclassification, Merger, and Consolidation.

         The Company will not effect any consolidation, merger, exchange of
shares of capital stock, or sale of its assets, unless prior to the consummation
thereof the successor corporation (if other than the Company) resulting from
such consolidation, merger, or exchange, or the company purchasing such assets
shall assume, by written instrument executed and mailed or delivered to the
Purchasers, an express assumption of the terms, conditions and obligations of
this Agreement as if it has been a party hereto.

         13. Severability.

         Should any one or more of the provisions of this Agreement or any
agreement entered into pursuant hereto be determined to be illegal or
unenforceable, all other provisions of this Agreement and such other agreements
shall be given effect separately from the provision or provisions determined to
be illegal or unenforceable and shall not be affected thereby.




                                       18
<PAGE>   20

         14. Miscellaneous.

             14.1 This Agreement shall be constructed and enforced in accordance
with the laws of the State of Tennessee without regard to its principles of
conflicts of laws.

             14.2 All of the terms of this Agreement, whether so expressed or 
not, shall be binding upon the respective personal representatives, successors
and assigns of the parties hereto and shall inure to the benefit of and be
enforceable by the respective personal representative, successors and assigns of
the parties hereto; provided, however, that this Agreement may not be assigned
by either party hereto without the prior written consent of the other.

             14.3 Each Exhibit and Schedule to this Agreement is made a part of 
this Agreement as though set forth in full herein. The headings in this
Agreement are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.

             14.4 Whenever the masculine gender is used herein, it shall be 
deemed to include the feminine and the neuter.

             14.5 This Agreement may be executed in two or more counterparts, 
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

                  (Remainder of Page Intentionally Left Blank)





                                       19
<PAGE>   21


         If you are in agreement with the foregoing, please sign this Agreement
and return the same to the Company whereupon this letter, upon acceptance and
execution by the Company, shall become a binding obligation between you and the
Company in accordance with the provisions of Section 3.1 hereof.


CONFIRMED AND AGREED:                           ACCEPTED:
[to be completed by Purchaser]

RICHLAND VENTURES II, L.P., a limited           @PLAN, INC
partnership organized under the laws
of the State of  ______________

By:                                             By:
   -----------------------------------             ----------------------------
                                                   Mark K. Wright, Chairman

Title:
      --------------------------------


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

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

- --------------------------------------
     Address


- --------------------------------------
     Social Security or Taxpayer
     Identification Number of Purchaser

Dated: 
      -----------------

<PAGE>   22


         If you are in agreement with the foregoing, please sign this Agreement
and return the same to the Company whereupon this letter, upon acceptance and
execution by the Company, shall become a binding obligation between you and the
Company in accordance with the provisions of Section 3.1 hereof.


CONFIRMED AND AGREED:                          ACCEPTED:
[to be completed by Purchaser]

BLUE CHIP CAPITAL FUND II LIMITED              @PLAN, INC 
PARTNERSHIP, a limited partnership
organized under the laws of the
State of ______________________

By:   Blue Chip Venture Company, Ltd.,         By:
      Its General Partner                          ----------------------------
                                                   Mark K. Wright, Chairman

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

      Title:
            ----------------------------                                      



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

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

- -----------------------------------------
      Address


- -----------------------------------------
      Social Security or Taxpayer
      Identification Number of Purchaser

Dated:
      -----------------------                        


<PAGE>   23


         If you are in agreement with the foregoing, please sign this Agreement
and return the same to the Company whereupon this letter, upon acceptance and
execution by the Company, shall become a binding obligation between you and the
Company in accordance with the provisions of Section 3.1 hereof.


CONFIRMED AND AGREED:                          ACCEPTED:
[to be completed by Purchaser]

MIAMI VALLEY VENTURE FUND, L.P.,               @PLAN, INC
a limited partnership organized under
the laws of the State of  ____________

By:   Blue Chip Venture Company of Dayton,     By:
      Ltd., Special Limited Partner               -----------------------------
                                                  Mark K. Wright, Chairman

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

      Title:
            ------------------------------


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

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

- ------------------------------------------
      Address


- ------------------------------------------
      Social Security or Taxpayer
      Identification Number of Purchaser


Dated:
      ---------------------


<PAGE>   24


         If you are in agreement with the foregoing, please sign this Agreement
and return the same to the Company whereupon this letter, upon acceptance and
execution by the Company, shall become a binding obligation between you and the
Company in accordance with the provisions of Section 3.1 hereof.


CONFIRMED AND AGREED:                           ACCEPTED:
[to be completed by Purchaser]

SOUTHERN VENTURE FUND II, L.P.,                 @PLAN, INC
a limited partnership organized under
the laws of the State of  ______________

By:   SV Partners II, L.P.,                     By:
      Its General Partner                          ----------------------------
                                                   Mark K. Wright, Chairman

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

      Title:
            ----------------------------


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

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

- ----------------------------------------             
      Address


- ----------------------------------------
      Social Security or Taxpayer
      Identification Number of Purchaser


Dated: 
      ----------------------


<PAGE>   25


         If you are in agreement with the foregoing, please sign this Agreement
and return the same to the Company whereupon this letter, upon acceptance and
execution by the Company, shall become a binding obligation between you and the
Company in accordance with the provisions of Section 3.1 hereof.


CONFIRMED AND AGREED:                           ACCEPTED:
[to be completed by Purchaser]

                                                @PLAN, INC


                                                By:
- --------------------------------------------      -----------------------------
Roger J. Thomson, a resident of the State of      Mark K. Wright, Chairman

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



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

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

- --------------------------------------------
       Address

- --------------------------------------------
       Social Security or Taxpayer
       Identification Number of Purchaser

Dated: 
      -----------------------


<PAGE>   26


         If you are in agreement with the foregoing, please sign this Agreement
and return the same to the Company whereupon this letter, upon acceptance and
execution by the Company, shall become a binding obligation between you and the
Company in accordance with the provisions of Section 3.1 hereof.


CONFIRMED AND AGREED:                            ACCEPTED:
[to be completed by Purchaser]

                                                 @PLAN, INC

                                                 By:
- ---------------------------------------------        ---------------------------
Karl Spangenberg, a resident of the State of         Mark K. Wright, Chairman

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



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

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

- --------------------------------------------
         Address

- --------------------------------------------
         Social Security or Taxpayer
         Identification Number of Purchaser

Dated:  
      --------------------------

<PAGE>   27


         If you are in agreement with the foregoing, please sign this Agreement
and return the same to the Company whereupon this letter, upon acceptance and
execution by the Company, shall become a binding obligation between you and the
Company in accordance with the provisions of Section 3.1 hereof.


CONFIRMED AND AGREED:                          ACCEPTED:
[to be completed by Purchaser]


                                               @PLAN, INC

                                                By:
- ----------------------------------------           -----------------------------
Mark Wright, a resident of the State of             Mark K. Wright, Chairman
Connecticut



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

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

- --------------------------------------------
         Address

- --------------------------------------------
         Social Security or Taxpayer
         Identification Number of Purchaser

Dated:                              
      -----------------------

<PAGE>   28


         If you are in agreement with the foregoing, please sign this Agreement
and return the same to the Company whereupon this letter, upon acceptance and
execution by the Company, shall become a binding obligation between you and the
Company in accordance with the provisions of Section 3.1 hereof.


CONFIRMED AND AGREED:                          ACCEPTED:
[to be completed by Purchaser]

                                               @PLAN, INC

                                               By:
- ----------------------------------------          ------------------------------
Gary Haynes, a resident of the State of            Mark K. Wright, Chairman

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



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

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

- --------------------------------------------
         Address

- ---------------------------------------------
         Social Security or Taxpayer
         Identification Number of Purchaser

Dated: 
      -------------------------

<PAGE>   29


         If you are in agreement with the foregoing, please sign this Agreement
and return the same to the Company whereupon this letter, upon acceptance and
execution by the Company, shall become a binding obligation between you and the
Company in accordance with the provisions of Section 3.1 hereof.

CONFIRMED AND AGREED:                           ACCEPTED:
[to be completed by Purchaser]

                                                @PLAN, INC

                                                By:
- -------------------------------------------        ----------------------------
Janice Wendell, a resident of the State of         Mark K. Wright, Chairman

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



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

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

- --------------------------------------------
         Address

- --------------------------------------------
         Social Security or Taxpayer
         Identification Number of Purchaser

Dated: 
       -----------------------

<PAGE>   30


         If you are in agreement with the foregoing, please sign this Agreement
and return the same to the Company whereupon this letter, upon acceptance and
execution by the Company, shall become a binding obligation between you and the
Company in accordance with the provisions of Section 3.1 hereof.


CONFIRMED AND AGREED:                        ACCEPTED:
[to be completed by Purchaser]

                                             @PLAN, INC

                                             By:
- ----------------------------------------        -------------------------------
Susan Russo, a resident of the State of         Mark K. Wright, Chairman

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



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

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

- --------------------------------------------
         Address


- --------------------------------------------
         Social Security or Taxpayer
         Identification Number of Purchaser

Dated:
      -----------------------

<PAGE>   31


         If you are in agreement with the foregoing, please sign this Agreement
and return the same to the Company whereupon this letter, upon acceptance and
execution by the Company, shall become a binding obligation between you and the
Company in accordance with the provisions of Section 3.1 hereof.


CONFIRMED AND AGREED:                       ACCEPTED:
[to be completed by Purchaser]

GARY R. HAYNES 1994 CHARITABLE              @PLAN, INC
REMAINDER UNITRUST

By:                                         By:
   ----------------------------------            -------------------------------
   Trustee                                       Mark K. Wright, Chairman



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

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

- -------------------------------------
    Address

- -------------------------------------
    Social Security or Taxpayer
    Identification Number of Purchaser

Dated:
      --------------------

<PAGE>   32



                         INDEX OF EXHIBITS AND SCHEDULES


Exhibit A              Form of Second Amended and Restated Charter
Exhibit B              Amended and Restated Charter and Bylaws of the Company
Exhibit C              Financial Statements
Exhibit D              Accredited Investor Exhibit
Exhibit E              Amended and Restated Shareholders' Agreement


Schedule 1.0           Schedule of Purchasers
Schedule 4.1(a)        Foreign Qualification
Schedule 4.1(c)        Issued and Outstanding Capital Stock
Schedule 4.7           Defaults
Schedule 4.8           Material Transactions
Schedule 4.9           Material Agreements
Schedule 4.13          Certain Transactions
Schedule 4.14          Absence of Liabilities
Schedule 4.15          Property and Assets
Schedule 4.16          Leases
Schedule 4.18          Registration Rights
Schedule 4.20          Intellectual Property
Schedule 4.24          Indebtedness
Schedule 4.25          ERISA Plans





<PAGE>   33



                                   SCHEDULE 1

                             SCHEDULE OF PURCHASERS

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------
                                          Total              Tranche 1          Tranche 2
Name                                   Commitment        (No. of Shares)     (No. of Shares)
- ----------------------------------------------------------------------------------------------
<S>                                  <C>               <C>                 <C>
Richland Ventures II, L.P.             $3,000,000           $1,800,000         $1,200,000
                                                         (600,000 Shares)   (400,000 Shares)
- ----------------------------------------------------------------------------------------------
Blue Chip Capital Fund II              $1,275,000           $1,275,000            $-0-
 Limited  Partnership                                    (425,000 Shares)      (0 Shares)
- ----------------------------------------------------------------------------------------------
Miami Valley Venture Fund, L.P.         $225,000             $225,000             $-0-
                                                          (75,000 Shares)      (0 Shares)
- ----------------------------------------------------------------------------------------------
Southern Venture Fund, II, L.P.         $500,001             $300,000           $200,001
                                                         (100,000 Shares)    (66,667 Shares)
- ----------------------------------------------------------------------------------------------
Gary R. Haynes                           $90,000             $54,000            $36,000
                                                         (18,000 Shares)     (12,000 Shares)
- ----------------------------------------------------------------------------------------------
Roger J. Thomson                         $42,000             $25,200            $16,800
                                                          (8,400 Shares)     (5,600 Shares)
- ----------------------------------------------------------------------------------------------
Janice W. Wendell                        $30,000             $18,000            $12,000
                                                          (6,000 Shares)     (4,000 Shares)
- ----------------------------------------------------------------------------------------------
Mark Wright                              $9,000               $5,400             $3,600
                                                          (1,800 Shares)     (1,200 Shares)
- ----------------------------------------------------------------------------------------------
Karl Spangenberg                         $6,000               $3,600             $2,400
                                                          (1,200 Shares)      (800 Shares)
- ----------------------------------------------------------------------------------------------
   Total:                              $5,177,001           $3,706,200         $1,470,801
                                   (1,725,667 Shares)   (1,235,400 Shares)  (490,267 Shares)
- ----------------------------------------------------------------------------------------------
</TABLE>




<PAGE>   1
                                                                   EXHIBIT 10.5



                                    @PLAN.INC
                           SECOND AMENDED AND RESTATED
                             1996 STOCK OPTION PLAN

SECTION 1. PURPOSE; DEFINITIONS.

         The purpose of the @Plan.Inc 1996 Stock Option Plan (the "Plan") is to
enable @Plan.Inc, a Tennessee corporation (the "Corporation"), to attract,
retain and reward directors, officers, key employees and consultants of the
Corporation and other persons having a business relationship with the
Corporation by offering such persons performance-based stock incentives and/or
other equity interests in the Corporation. The creation of the Plan shall not
diminish or prejudice other compensation programs approved from time to time by
the Board.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         1.1 "Board" means the Board of Directors of the Corporation.

         1.2 "Code" means the Internal Revenue Code of 1986, as amended from 
time to time, and any successor thereto.

         1.3 "Common Stock" means the Corporation's Common Stock, no par value
per share.

         1.4 "Disability" means disability as determined under the Corporation's
long-term disability insurance policy or as otherwise determined by the Board
from time to time.

         1.5 "Early Retirement" means retirement, for purposes of this Plan with
the express consent of the Corporation at or before the time of such retirement,
from active employment with the Corporation prior to age 65, in accordance with
any applicable early retirement policy of the Corporation then in effect.

         1.6 "Fair Market Value" shall be determined by such method as the Board
in good faith deems appropriate without regard to any restriction.

         1.7 "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code.

         1.8 "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         1.9 "Normal  Retirement" means retirement from active employment with
the Corporation on or after age 65.



<PAGE>   2


         1.10 "Plan" means this @Plan.Inc 1996 Employee Stock Option Plan, as
hereafter amended from time to time.

         1.11 "Retirement" means Normal or Early Retirement.

         1.12 "Stock Option" or "Option" means any option to purchase shares of
Common Stock granted pursuant to Section 5 below.

SECTION 2. ADMINISTRATION.

         The Plan shall be administered by the Board or such committee of the
Board as the Board shall direct. The Board shall have the authority to grant
Stock Options, pursuant to the terms of the Plan, to directors, officers, key
employees, consultants and other persons having a business relationship with the
Corporation eligible under Section 4. In particular, the Board shall have the
authority consistent with the terms of the Plan:

                  (a) to select the persons to whom Stock Options may from time
         to time be granted hereunder;

                  (b) to determine whether and to what extent Incentive Stock
         Options and/or Non-Qualified Stock Options, or any combination thereof,
         are to be granted hereunder to one or more eligible persons;

                  (c) to determine the number of shares to be covered by each
         such award granted hereunder;

                  (d) to determine the terms and conditions, not inconsistent
         with the terms of the Plan, of any award granted hereunder (including,
         but not limited to, the share price and any restriction or limitation,
         or any vesting acceleration or waiver of forfeiture restrictions
         regarding any Stock Option and/or the shares of Common Stock relating
         thereto, based in each case on such factors as the Board shall
         determine, in its sole discretion);

                  (e) to determine whether and under what circumstances a Stock
         Option may be settled in cash or Common Stock;

                  (f) to determine whether, to what extent and under what
         circumstances Stock Option grants under the Plan are to be made; and

                  (g) to determine whether, to what extent and under what
         circumstances Common Stock and other amounts payable with respect to an
         award under this Plan shall be deferred either automatically or at the
         election of the participant.




                                       2

<PAGE>   3


         The Board shall have the authority to adopt, alter and repeal such
rules, guidelines and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan.

         All decisions made by the Board pursuant to the provisions of the Plan
shall be made in the Board's sole discretion and shall be final and binding on
all persons, including the Corporation and Plan participants.

SECTION 3. SHARES OF STOCK SUBJECT TO PLAN.

         The aggregate number of shares of Common Stock reserved and available
for distribution under the Plan shall be 1,100,000 shares. Such shares may
consist, in whole or in part, of authorized and unissued shares. The shares of
Common Stock shall have no preemptive rights. Unless otherwise determined by the
Board, the shares of Common Stock will be represented by certificate.

         If any shares of Common Stock subject to an outstanding Stock Option
cease to be subject to such Stock Option, such shares shall again be available
for distribution in connection with future awards under the Plan.

         In the event of any merger, reorganization, consolidation,
recapitalization, extraordinary cash dividend, stock dividend, stock split or
other change in corporate structure affecting the Common Stock, an appropriate
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan and in the number and option price of
shares subject to outstanding Options granted under the Plan, as may be
determined to be appropriate by the Board, in its sole discretion, provided that
the number of shares subject to any Option shall always be a whole number.

SECTION 4. ELIGIBILITY.

         Directors, officers, key employees, consultants and other persons
having a business relationship with the Corporation who are responsible for or
contribute to the management, growth and/or profitability of the business of the
Corporation are eligible to be granted awards under the Plan.

SECTION 5. STOCK OPTIONS.

         Any Stock Option granted under the Plan shall be in such form as the
Board may from time to time approve. Stock Options granted under the Plan may be
of two types: (i) Incentive Stock Options and (ii) Non-Qualified Stock Options.
Incentive Options may be granted only to individuals who are employees of the
Corporation.



                                       3

<PAGE>   4


         The Board shall have the authority to grant to any optionee (subject to
the limitation set forth in the paragraph above) Incentive Stock Options,
Non-Qualified Stock Options, or both types of Stock Options.

         Options granted under the Plan shall be subject to the following terms
and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Board shall deem desirable.

                  (a) Option Price. The option price per share of Stock
         purchasable under a Stock Option shall be determined by the Board at
         the time of grant but shall be not less than 100% (or, in the case of
         any employee who owns stock possessing more than 10% of the total
         combined voting power of all classes of stock of the Corporation or of
         any of its subsidiary or parent corporations, not less than 110%) of
         the Fair Market Value of the Stock at grant, in the case of Incentive
         Stock Options, and not less than 50% of the Fair Market Value of the
         Stock at grant, in the case of Non-Qualified Stock Options.

                  (b) Option Term. The term of each Stock Option shall be fixed
         by the Board, but no Incentive Stock Option shall be exercisable more
         than ten years (or, in the case of an employee who owns stock
         possessing more than 10% of the total combined voting power of all
         classes of stock of the Corporation or any of its subsidiary or parent
         corporations, more than five years) after the date the Option is
         granted.

                  (c) Exercisability. Except as set forth in Sections 6 and 7,
         Stock Options shall be exercisable at such time or times and subject to
         such terms and conditions as shall be determined by the Board at or
         after grant. The Board may provide that a Stock Option shall vest over
         a period of future service at a rate specified at the time of grant, or
         that the Stock Option is exercisable only in installments. If the Board
         provides, in its sole discretion, that any Stock Option is exercisable
         only in installments, the Board may waive such installment exercise
         provisions at any time at or after grant in whole or in part, based on
         such factors as the Board shall determine, in its sole discretion.

                  (d) Method of Exercise. Subject to whatever exercise
         restrictions apply under Section 5(c), Stock Options may be exercised
         in whole or in part at any time during the option period, by giving
         written notice of exercise to the Corporation specifying the number of
         shares to be purchased.

                  Such notice shall be accompanied by payment in full of the
         purchase price, either by check, note or such other instrument as the
         Board may accept. As determined by the Board, in its sole discretion,
         at or after grant, payment in full or in part also may be made in the
         form of shares of Stock already owned by the optionee or shares of
         Stock subject to an Option granted hereunder (based in each case, on
         the Fair Market Value of such shares of Stock on the date the option is
         exercised, as determined by the Board).




                                       4
<PAGE>   5


                  No shares of Common Stock shall be issued until full payment
         therefor has been made. An optionee generally shall have the rights to
         dividends or other rights of a shareholder with respect to shares
         subject to the Option when the optionee has given written notice of
         exercise, has paid in full for such shares, and, if requested, has
         given the representation described in Section 8(a).

                  (e) Non-Transferability of Options. No Stock Option shall be
         transferable by the optionee otherwise than by will or by the laws of
         descent and distribution, and all Stock Options shall be exercisable,
         during the optionee's lifetime, only by the optionee.

                  (f) Termination by Death. Subject to Section 5(j), if an
         optionee's employment by the Corporation terminates by reason of death,
         any Stock Option held by such optionee may thereafter be exercised, to
         the extent such option was exercisable at the time of death or on such
         accelerated basis as the Board may determine at or after grant, by the
         legal representative of the estate or by the legatee of the optionee
         under the will of the optionee, for a period of one year from the date
         of such death or until the expiration of the stated term of such Stock
         Option, whichever period is the shorter.

                  (g) Termination by Reason of Disability. Subject to Section
         5(j), if an optionee's employment by the Corporation terminates by
         reason of Disability, any Stock Option held by such optionee may
         thereafter be exercised by the optionee, to the extent it was
         exercisable at the time of termination or (except in the case of an
         Incentive Stock Option) on such accelerated basis as the Board may
         determine at or after grant (or, except in the case of an Incentive
         Stock Option, as may be determined in accordance with procedures
         established by the Board), for a period of three months from the date
         of such termination of employment or until the expiration of the stated
         term of such Stock Option, whichever period is the shorter.

                  (h) Termination by Reason of Retirement. Subject to Section
         5(j), if an optionee's employment by the Corporation terminates by
         reason of Normal or Early Retirement, any Stock Option held by such
         optionee may thereafter be exercised by the optionee, to the extent it
         was exercisable at the time of such Retirement or (except in the case
         of an Incentive Stock Option) on such accelerated basis as the Board
         may determine at or after grant (or, except in the case of an Incentive
         Stock Option, as may be determined in accordance with procedures
         established by the Board), for a period of three months (or such
         shorter period as the Board may specify at grant) from the date of such
         termination of employment or the expiration of the stated term of such
         Stock Option, whichever period is the shorter.

                  (i) Other Termination. Unless otherwise determined by the
         Board (or pursuant to procedures established by the Board) at or
         (except in the case of an Incentive Stock Option) after grant, if an
         optionee's employment by the Corporation is involuntarily terminated
         for any reason other than death, Disability or Normal or Early
         Retirement, the




                                       5
<PAGE>   6

         Stock Option shall thereupon terminate, except that such Stock Option
         may be exercised, to the extent otherwise then exercisable, for the
         lesser of three months or the balance of such Stock Option's term. If
         an optionee voluntarily terminates employment with the Corporation
         (except for Disability, Normal or Early Retirement), the Stock Option
         shall thereupon terminate; provided, however, that the Board at grant
         or (except in the case of an Incentive Stock Option) thereafter may
         extend the exercise period in this situation for the lesser of three
         months or the balance of such Stock Option's term.

                  (j) Incentive Stock Options. Anything in the Plan to the
         contrary notwithstanding, no term of this Plan relating to Incentive
         Stock Options shall be interpreted, amended or altered, nor shall any
         discretion or authority granted under the Plan be so exercised, so as
         to disqualify the Plan under Section 422 of the Code, or, without the
         consent of the optionee(s) affected, to disqualify any Incentive Stock
         Option under such Section 422.

                  No Incentive Stock Option shall be granted to any participant
         under the Plan if such grant would cause the aggregate Fair Market
         Value (as of the date the Incentive Stock Option is granted) of the
         Stock with respect to which all Incentive Stock Options issued after
         December 31, 1986 are exercisable for the first time by such
         participant during any calendar year (under all such plans of the
         Company and any Subsidiary) to exceed $100,000.

                  To the extent permitted under Section 422 of the Code or the
         applicable regulations thereunder or any applicable Internal Revenue
         Service pronouncement if (x) a participant's employment is terminated
         by reason of death, Disability or Retirement and (y) the portion of any
         Incentive Stock Option that is otherwise exercisable during the
         post-termination period specified under Section 5(f), (g) or (h),
         applied without regard to the $100,000 limitation contained in Section
         422(d) of the Code, is greater than the portion of such option that is
         immediately exercisable as an "incentive stock option" during such
         post-termination period under Section 422, such excess shall be treated
         as a Non-Qualified Stock Option.

SECTION 6. CHANGE IN CONTROL PROVISIONS.

         (a) Impact of Event. In the event of a Change in Control as defined in
Section 6(b), any Option awarded under the Plan not previously exercisable and
vested shall become fully exercisable and vested.

         (b) Definition of Change in Control. A "Change in Control" means the
happening of any of the following:

                  (i) any person or entity, other than the Corporation, a
         wholly-owned subsidiary thereof, or any employee benefit plan of the
         Corporation or any of its Subsidiaries, 



                                       6
<PAGE>   7

         becomes the beneficial owner of the Corporation's securities having
         50% or more of the combined voting power of the then outstanding
         securities of the Corporation that may be cast for the election of
         directors of the Corporation (other than as a result of an issuance of
         securities initiated by the Corporation in the ordinary course of
         business); or

                  (ii) as the result of, or in connection with, any cash tender
         or exchange offer, merger or other business combination, sale of assets
         or contested election, or any combination of the foregoing
         transactions, less than a majority of the combined voting power of the
         then outstanding securities of the Corporation or any successor
         corporation or entity entitled to vote generally in the election of the
         directors of the Corporation or such other corporation or entity after
         such transaction are held in the aggregate by the holders of the
         Corporation's securities entitled to vote generally in the election of
         directors of the Corporation immediately prior to such transaction.

SECTION 7. QUALIFIED PUBLIC OFFERING

         (a) Impact of Event. In the event of a Qualified Public Offering as
defined in Section 7(b), any Option awarded under the Plan not previously
exercisable and vested shall become fully exercisable and vested.

         (b) Definition of Qualified Public Offering. A "Qualified Public
Offering" means the sale by way of a public offering registered under the
Securities Act of 1933 of Common Stock resulting in gross proceeds to the
Corporation of not less than $12 million at a price of at least $6.00 per share
(subject to adjustments for stock-splits and recapitalizations subsequent to the
effective date of the Plan set forth in Section 11 hereof).




                                       7
<PAGE>   8


SECTION 8. AMENDMENTS AND TERMINATION.

         The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the rights of an
optionee or participant under a Stock Option award theretofore granted, without
the optionee's or participant's consent.

         The Board may amend the terms of any Stock Option theretofore granted,
prospectively or retroactively, but, subject to Section 3 above, no such
amendment shall impair the rights of any holder without the holder's consent.
The Board also may substitute new Stock Options for previously granted Stock
Options (on a one for one or other basis), including previously granted Stock
Options having higher option exercise prices.

         Subject to the above provisions, the Board shall have broad authority
to amend the Plan to take into account changes in applicable securities and tax
laws and accounting rules, as well as other developments.

SECTION 9. SALES OF COMMON STOCK TO THIRD PARTIES; RIGHT OF FIRST REFUSAL.

         Shares of Common Stock purchased by a grantee pursuant to the exercise
of Stock Options granted under the Plan ("Plan Shares") shall not be
transferable, other than by will or the laws of decent and distribution, unless
first offered to the Corporation in accordance with the terms of this Section 9
(the "Right of First Refusal").

         (a) Notice of Intent to Sell. If a grantee (a "Selling Shareholder")
wishes to sell any or all of the Plan Shares owned by the Selling Shareholder,
the Selling Shareholder shall give written notice of such fact to the
Corporation (the "Shareholder Notice"), specifying the number of Plan Shares the
Selling Shareholder wishes to sell.

         (b) Purchase by the Corporation. Within 60 days following the receipt
of the Shareholder Notice, the Corporation may give written notice to the
Selling Shareholder (the "Corporation Notice") that the Corporation wishes to
purchase some or all of the Plan Shares covered by the Shareholder Notice. The
Corporation Notice shall specify the number of Plan Shares that the Corporation
wishes to purchase. The purchase price for the Plan Shares to be purchased by
the Corporation shall be their Fair Market Value as of the date of the
Shareholder Notice. If the Corporation delivers a Corporation Notice to the
Selling Shareholder within 60 days following the date of receipt of the
Shareholder Notice, the Corporation and the Selling Shareholder shall proceed to
a closing of the purchase of the number of Plan Shares specified in the
Corporation Notice, to take place on a date selected by the Corporation no more
than 120 days following the date of the Corporation Notice.

         (c) Purchase by a Third Party. If the Corporation fails to deliver a
Corporation Notice to the Selling Shareholder within 60 days following the date
of receipt of the Shareholder Notice,



                                       8
<PAGE>   9

or if the Corporation indicates in the Corporation Notice that it does not wish
to purchase all of the Plan Shares covered by the Shareholder Notice, the
Shareholder may, subject to any other restrictions to which such Shareholder is
bound, within the next succeeding 120 days, sell to a third party (the "Third
Party") any Plan Shares that the Corporation does not wish to purchase. As a
condition of such sale, the Corporation may require the Third Party to deliver
to the Corporation a written representation to the effect that such Third Party
is purchasing the Shares for investment purposes, and not with a view to resale
or distribution thereof. The Corporation in its sole discretion may require any
stock certificates issued in the name of the Third Party to bear any legends
deemed appropriate by the Corporation to reflect any applicable legal
restrictions on transfer.

         (d) Termination of Right of First Refusal. The Corporation's Right of
First Refusal shall terminate upon the sale of Common Stock by the Corporation
by way of a public offering registered under the Securities Act of 1933.

SECTION 10. GENERAL PROVISIONS.

         (a) Legends; Restrictions on Transfer. The Board may require each
person acquiring shares pursuant to a Stock Option under the Plan to represent
to and agree with the Corporation in writing that the optionee or participant is
acquiring the shares without a view to distribution thereof. The certificates
for such shares may include any legend which the Board deems appropriate to
reflect any restrictions on transfer. All certificates for shares of Common
Stock or other securities delivered under the Plan shall be subject to such
stop-transfer orders and other restrictions as the Board may deem advisable
under the rules, regulations, and other requirements of the Securities and
Exchange Commission and any applicable Federal or state securities law, and the
Board may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.

         (b) Awards of any securities granted to a person pursuant to the Plan
shall not be transferable by the grantee other than by will or laws of descent
and distribution. No securities purchased by a grantee upon the exercise of
Stock Options shall be transferred, other than by will or laws of desent and
distribution, except in accordance with Section 7.

         (c) Other Compensation. Nothing contained in this Plan shall prevent
the Board from adopting other or additional compensation arrangements, subject
to shareholder approval if such approval is required; and such arrangements may
be either generally applicable or applicable only in specific cases.

         (d) No Rights to Continued Employment. The adoption of the Plan shall
not confer upon any employee of the Corporation any right to continued
employment with the Corporation nor shall it interfere in any way with the right
of the Corporation to terminate the employment of any of its employees at any
time.




                                       9
<PAGE>   10


         (e) Withholding. No later than the date as of which an amount first
becomes includable in the gross income of the participant for Federal income tax
purposes with respect to any award under the Plan, the participant shall pay to
the Corporation, or make arrangements satisfactory to the Board regarding the
payment of, any Federal, state, or local taxes of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the Board,
withholding obligations may be settled with Common Stock, including Common Stock
that is part of the award that gives rise to the withholding requirement. The
obligations of the Corporation under the Plan shall be conditional on such
payment or arrangements and the Corporation shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the participant.

         (f) Governing Law. The Plan and all awards made and actions taken
thereunder shall be governed by and construed in accordance with the laws of the
State of Tennessee.

SECTION 11. EFFECTIVE DATE OF PLAN.

         The Plan shall be effective as of July 22, 1996.

SECTION 12. TERM OF PLAN.

         No Stock Option shall be granted pursuant to the Plan on or after July
22, 2006, but Stock Options granted prior to such tenth anniversary may be
extended beyond that date.



                                       10

<PAGE>   1


                                                                   EXHIBIT 10.6


                                    @PLAN.INC
                            1999 STOCK INCENTIVE PLAN

SECTION 1. PURPOSE; DEFINITIONS.

         The purpose of the @plan.inc 1999 Stock Incentive Plan (the "Plan") is
to enable @plan.inc (the "Corporation") to attract, retain and reward key
employees of and consultants to the Corporation and its Subsidiaries and
Affiliates, and directors who are not also employees of the Corporation, and to
strengthen the mutuality of interests between such key employees, consultants,
and directors by awarding such key employees, consultants, and directors
performance-based stock incentives and/or other equity interests or equity-based
incentives in the Corporation, as well as performance-based incentives payable
in cash. The creation of the Plan shall not diminish or prejudice other
compensation programs approved from time to time by the Board.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         A. "Affiliate" means any entity other than the Corporation and its
Subsidiaries that is designated by the Board as a participating employer under
the Plan, provided that the Corporation directly or indirectly owns at least 20%
of the combined voting power of all classes of stock of such entity or at least
20% of the ownership interests in such entity.

         B. "Board" means the Board of Directors of the Corporation.

         C. "Cause" has the meaning provided in Section 5(j) of the Plan.

         D. "Change in Control" has the meaning provided in Section 10(b) of the
Plan.

         E. "Change in Control Price" has the meaning provided in Section 10(d)
of the Plan.

         F. "Common Stock" means the Corporation's Common Stock, no par value
per share.

         G. "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

         H. "Committee" means the Committee referred to in Section 2 of the 
Plan.

         I. "Corporation" means @plan.inc, a corporation organized under the
laws of the State of Tennessee or any successor corporation.

         J. "Disability" means disability as determined under the Corporation's
insurance plans.



<PAGE>   2

         K. "Early Retirement" means retirement, for purposes of this Plan with
the express consent of the Corporation at or before the time of such retirement,
from active employment with the Corporation and any Subsidiary or Affiliate
prior to age 65, in accordance with any applicable early retirement policy of
the Corporation then in effect or as may be approved by the Committee.

         L. "Effective Date" has the meaning provided in Section 14 of the Plan.

         M. "Equity Issuance" means an issuance of Common Stock by the
Corporation following the Effective Date of this Plan in connection with a
public or private offering, including in connection with an acquisition, merger
or similar transaction, but excluding issuances of Common Stock under this Plan
or in any other compensatory transaction with an officer, employee, or director
of, or consultant to, the Corporation or its Subsidiaries or Affiliates.

         N. "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.

         O. "Fair Market Value" means with respect to the Common Stock, as of
any given date or dates, unless otherwise determined by the Committee in good
faith, the reported closing price of a share of Common Stock on Nasdaq or such
other market or exchange as is the principal trading market for the Common
Stock, or, if no such sale of a share of Common Stock is reported on Nasdaq or
other exchange or principal trading market on such date, the fair market value
of a share of Common Stock as determined by the Committee in good faith.

         P. "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code.

         Q. "Immediate Family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships.

         R. "Nasdaq" means The Nasdaq National Stock Market.

         S. "Non-Employee Director" means a member of the Board who is a
Non-Employee Director within the meaning of Rule 16b-3(b)(3) promulgated under
the Exchange Act and an outside director within the meaning of Treasury
Regulation Sec. 162-27(e)(3) promulgated under the Code.

         T. "Non-Qualified Stock Option" means any stock option that is not an
incentive Stock Option.

         U. "Normal Retirement" means retirement from active employment with the
Corporation and any Subsidiary or Affiliate on or after age 65.




                                        2


<PAGE>   3



         V. "Other Stock-Based Award" means an award under Section 8 below that
is valued in whole or in part by reference to, or is otherwise based on, the
Common Stock.

         W. "Outside Director" means a member of the Board who is not an officer
or employee of the Corporation or any Subsidiary or Affiliate of the
Corporation.

         X. "Outside Director Option" means an award to an Outside Director
under Section 9 below.

         Y. "Plan" means this @plan.inc 1999 Stock Incentive Plan, as amended
from time to time.

         Z. "Restricted Stock" means an award of shares of Common Stock that is
subject to restrictions under Section 7 of the Plan.

         AA. "Restriction Period" has the meaning provided in Section 7 of the
Plan.

         BB. "Retirement" means Normal or Early Retirement.

         CC. "Section 162(m) Maximum" has the meaning provided in Section 3(a)
hereof.

         DD. "Stock Appreciation Right" means the right pursuant to an award
granted under Section 6 below to surrender to the Corporation all (or a portion)
of a Stock Option in exchange for an amount equal to the difference between (i)
the Fair Market Value, as of the date such Stock Option (or such portion
thereof) is surrendered, of the shares of Common Stock covered by such Stock
Option (or such portion thereof), subject, where applicable, to the pricing
provisions in Section 6(b)(ii), and (ii) the aggregate exercise price of such
Stock Option (or such portion thereof).

         EE. "Stock Option" or "Option" means any option to purchase shares of 
Common Stock (including Restricted Stock, if the Committee so determines)
granted pursuant to Section 5 below.

         FF. "Subsidiary" means any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

SECTION 2. ADMINISTRATION.

         The Plan shall be administered by a Committee of not less than two
Non-Employee Directors, who shall be appointed by the Board and who shall serve
at the pleasure of the Board. The functions of the Committee specified in the
Plan may be exercised by an existing Committee




                                        3


<PAGE>   4



of the Board composed exclusively of Non-Employee Directors. The initial
Committee shall be the Compensation Committee of the Board. In the event there
are not at least two Non-Employee Directors on the Board, the Plan shall be
administered by the Board and all references herein to the Committee shall refer
to the Board.

         The Committee shall have authority to grant, pursuant to the terms of
the Plan, to officers, other key employees and consultants eligible under
Section 4: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted
Stock, and/or (iv) Other Stock-Based Awards.

         In particular, the Committee, or the Board, as the case may be, shall
have the authority, consistent with the terms of the Plan:

                  (a) to select the officers, key employees of and consultants
         to the Corporation and its Subsidiaries and Affiliates to whom Stock
         Options, Stock Appreciation Rights, Restricted Stock, and/or Other
         Stock-Based Awards may from time to time be granted hereunder;

                  (b) to determine whether and to what extent Incentive Stock
         Options, Non-Qualified Stock Options, Stock Appreciation Rights,
         Restricted Stock, and/or Other Stock-Based Awards, or any combination
         thereof, are to be granted hereunder to one or more eligible persons;

                  (c) to determine the number of shares to be covered by each
         such award granted hereunder;

                  (d) to determine the terms and conditions, not inconsistent
         with the terms of the Plan, of any award granted hereunder (including,
         but not limited to, the share price and any restriction or limitation,
         or any vesting acceleration or waiver of forfeiture restrictions
         regarding any Stock Option or other award and/or the shares of Common
         Stock relating thereto, based in each case on such factors as the
         Committee shall determine, in its sole discretion); and to amend or
         waive any such terms and conditions to the extent permitted by Section
         11 hereof;

                  (e) to determine whether and under what circumstances a Stock
         Option may be settled in cash or Restricted Stock under Section 5(m),
         as applicable, instead of Common Stock;

                  (f) to determine whether, to what extent, and under what
         circumstances Option grants and/or other awards under the Plan are to
         be made, and operate, on a tandem basis vis-a-vis other awards under
         the Plan and/or cash awards made outside of the Plan;

                  (g) to determine whether, to what extent, and under what
         circumstances shares of Common Stock and other amounts payable with
         respect to an award under this Plan shall




                                        4


<PAGE>   5

         be deferred either automatically or at the election of the participant
         (including providing for and determining the amount (if any) of any
         deemed earnings on any deferred amount during any deferral period);

                  (h) to determine whether to require payment of tax withholding
         requirements in shares of Common Stock subject to the award; and

                  (i) to impose any holding period required to satisfy Section
         16 under the Exchange Act.

         The Committee shall have the authority to adopt, alter, and repeal such
rules, guidelines, and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan; provided, however, that, to
the extent that this Plan otherwise requires the approval of the Board or the
shareholders of the Corporation, all decisions of the Committee shall be subject
to such Board or shareholder approval. Subject to the foregoing, all decisions
made by the Committee pursuant to the provisions of the Plan shall be made in
the Committee's sole discretion and shall be final and binding on all persons,
including the Corporation and Plan participants. Notwithstanding the foregoing,
the Committee shall have no authority to determine terms or conditions of awards
to Outside Directors, which shall be governed solely by Section 9 hereof.

SECTION 3. SHARES OF COMMON STOCK SUBJECT TO PLAN.

         (a) As of the Effective Date, the aggregate number of shares of Common
Stock that may be issued under the Plan shall be [_____] shares plus an annual
increase to be added on each anniversary date of the adoption of the Plan equal
to the lesser of (i) _______ shares or (ii) two percent of the outstanding
shares on such date. The shares of Common Stock issuable under the Plan may
consist, in whole or in part, of authorized and unissued shares or treasury
shares. No officer of the Corporation or other person whose compensation may be
subject to the limitations on deductibility under Section 162(m) of the Code
shall be eligible to receive awards pursuant to this Plan relating to in excess
of 100,000 shares of Common Stock in any fiscal year (the "Section 162(m)
Maximum").

         (b) If any shares of Common Stock that have been optioned cease to be
subject to a Stock Option, or if any shares of Common Stock that are subject to
any Restricted Stock or Other Stock-Based Award granted hereunder are forfeited
prior to the payment of any dividends, if applicable, with respect to such
shares of Common Stock, or any such award otherwise terminates without a payment
being made to the participant in the form of Common Stock, such shares shall
again be available for distribution in connection with future awards under the
Plan.

         (c) In the event of any merger, reorganization, consolidation,
recapitalization, extraordinary cash dividend, stock dividend, stock split or
other change in corporate structure affecting the Common Stock, an appropriate
substitution or adjustment shall be made in the



                                        5


<PAGE>   6


maximum number of shares that may be awarded under the Plan, in the number and
option price of shares subject to outstanding Options granted under the Plan, in
the number of shares underlying Outside Director Options to be granted under
Section 9 hereof, the Section 162(m) Maximum and in the number of shares subject
to other outstanding awards granted under the Plan as may be determined to be
appropriate by the Committee, in its sole discretion, provided that the number
of shares subject to any award shall always be a whole number. An adjusted
option price shall also be used to determine the amount payable by the
Corporation upon the exercise of any Stock Appreciation Right associated with
any Stock Option.

SECTION 4. ELIGIBILITY.

         Officers, other key employees and Outside Directors of and consultants
to the Corporation and its Subsidiaries and Affiliates who are responsible for
or contribute to the management, growth and/or profitability of the business of
the Corporation and/or its Subsidiaries and Affiliates are eligible to be
granted awards under the Plan. Outside Directors are eligible to receive awards
pursuant to Section 9 and not pursuant to any other provisions of the Plan.

SECTION 5. STOCK OPTIONS.

         Stock Options may be granted alone, in addition to, or in tandem with
other awards granted under the Plan and/or cash awards made outside of the Plan.
Any Stock Option granted under the Plan shall be in such form as the Committee
may from time to time approve.

         Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options. Incentive Stock Options may
be granted only to individuals who are employees of the Corporation or any
Subsidiary of the Corporation.

         The Committee shall have the authority to grant to any optionee
Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock
Options (in each case with or without Stock Appreciation Rights).

         Options granted to officers, key employees, Outside Directors and
consultants under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.

                  (a) Option Price. The option price per share of Common Stock
         purchasable under a Stock Option shall be determined by the Committee
         at the time of grant but shall be not less than 100% (or, in the case
         of any employee who owns stock possessing more than 10% of the total
         combined voting power of all classes of stock of the Corporation or of
         any of its Subsidiaries, not less than 110%) of the Fair Market Value
         of the Common



                                        6


<PAGE>   7



         Stock at grant, in the case of Incentive Stock Options, and not less
         than 85% of the Fair Market Value of the Common Stock at grant, in the
         case of Non-Qualified Stock Options.

                  (b) Option Term. The term of each Stock Option shall be fixed
         by the Committee, but no Incentive Stock Option shall be exercisable
         more than ten years (or, in the case of an employee who owns stock
         possessing more than 10% of the total combined voting power of all
         classes of stock of the Corporation or any of its Subsidiaries or
         parent corporations, more than five years) after the date the Option is
         granted.

                  (c) Exercisability. Stock Options shall be exercisable at such
         time or times and subject to such terms and conditions as shall be
         determined by the Committee at or after grant; provided, however, that
         except as provided in Section 5(g) and (h) and Section 10, unless
         otherwise determined by the Committee at or after grant, no Stock
         Option shall be exercisable prior to the first anniversary date of the
         granting of the Option. The Committee may provide that a Stock Option
         shall vest over a period of future service at a rate specified at the
         time of grant, or that the Stock Option is exercisable only in
         installments. If the Committee provides, in its sole discretion, that
         any Stock Option is exercisable only in installments, the Committee may
         waive such installment exercise provisions at any time at or after
         grant, in whole or in part, based on such factors as the Committee
         shall determine in its sole discretion.

                  (d) Method of Exercise. Subject to whatever installment
         exercise restrictions apply under Section 5(c), Stock Options may be
         exercised in whole or in part at any time during the option period, by
         giving written notice of exercise to the Corporation specifying the
         number of shares to be purchased. Such notice shall be accompanied by
         payment in full of the purchase price, either by check, note, or such
         other instrument as the Committee may accept. As determined by the
         Committee, in its sole discretion, at or (except in the case of an
         Incentive Stock Option) after grant, payment in full or in part may
         also be made in the form of shares of Common Stock already owned by the
         optionee or, in the case of a Non-Qualified Stock Option, shares of
         Restricted Stock or shares subject to such Option or another award
         hereunder (in each case valued at the Fair Market Value of the Common
         Stock on the date the Option is exercised). If payment of the exercise
         price is made in part or in full with Common Stock, the Committee may
         award to the employee a new Stock Option to replace the Common Stock
         which was surrendered. If payment of the option exercise price of a
         Non-Qualified Stock Option is made in whole or in part in the form of
         Restricted Stock, such Restricted Stock (and any replacement shares
         relating thereto) shall remain (or be) restricted in accordance with
         the original terms of the Restricted Stock award in question, and any
         additional Common Stock received upon the exercise shall be subject to
         the same forfeiture restrictions, unless otherwise determined by the
         Committee, in its sole discretion, at or after grant. No shares of
         Common Stock shall be issued until full payment therefor has been made.
         An optionee shall generally have the rights to dividends or other
         rights of a shareholder with respect to shares subject to the Option
         when




                                        7


<PAGE>   8

         the optionee has given written notice of exercise, has paid in full for
         such shares, and, if requested, has given the representation described
         in Section 13(a).

                  (e) Transferability of Options. No Non-Qualified Stock Option
         shall be transferable by the optionee without the prior written consent
         of the Committee other than (i) transfers by the Optionee to a member
         of his or her Immediate Family or a trust for the benefit of the
         optionee or a member of his or her Immediate Family, or (ii) transfers
         by will or by the laws of descent and distribution. No Incentive Stock
         Option shall be transferable by the optionee otherwise than by will or
         by the laws of descent and distribution and all Incentive Stock Options
         shall be exercisable, during the optionee's lifetime, only by the
         optionee.

                  (f) Bonus for Taxes. In the case of a Non-Qualified Stock
         Option or an optionee who elects to make a disqualifying disposition
         (as defined in Section 422(a)(1) of the Code) of Common Stock acquired
         pursuant to the exercise of an Incentive Stock Option, the Committee in
         its discretion may award at the time of grant or thereafter the right
         to receive upon exercise of such Stock Option a cash bonus calculated
         to pay part or all of the federal and state, if any, income tax
         incurred by the optionee upon such exercise.

                  (g) Termination by Death. Subject to Section 5(k), if an
         optionee's employment by the Corporation and any Subsidiary or (except
         in the case of an Incentive Stock Option) Affiliate terminates by
         reason of death, any Stock Option held by such optionee may thereafter
         be exercised, to the extent such option was exercisable at the time of
         death or (except in the case of an Incentive Stock Option) on such
         accelerated basis as the Committee may determine at or after grant (or
         except in the case of an Incentive Stock Option, as may be determined
         in accordance with procedures established by the Committee) by the
         legal representative of the estate or by the legatee of the optionee
         under the will of the optionee, for a period of one year (or such other
         period as the Committee may specify at or after grant) from the date of
         such death or until the expiration of the stated term of such Stock
         Option, whichever period is the shorter.

                  (h) Termination by Reason of Disability. Subject to Section
         5(k), if an optionee's employment by the Corporation and any Subsidiary
         or (except in the case of an Incentive Stock Option) Affiliate
         terminates by reason of Disability, any Stock Option held by such
         optionee may thereafter be exercised by the optionee, to the extent it
         was exercisable at the time of termination or (except in the case of an
         Incentive Stock Option) on such accelerated basis as the Committee may
         determine at or after grant (or, except in the case of an Incentive
         Stock Option, as may be determined in accordance with procedures
         established by the Committee), for a period of (i) three years (or such
         other period as the Committee may specify at or after grant) from the
         date of such termination of employment or until the expiration of the
         stated term of such Stock Option, whichever period is the shorter, in
         the case of a Non-Qualified Stock Option and (ii) one year from the
         date of termination of employment or until the expiration of the stated
         term of such Stock Option,




                                        8


<PAGE>   9



         whichever period is shorter, in the case of an Incentive Stock Option;
         provided however, that, if the optionee dies within the period
         specified in (i) above (or other such period as the committee shall
         specify at or after grant), any unexercised Non-Qualified Stock Option
         held by such optionee shall thereafter be exercisable to the extent to
         which it was exercisable at the time of death for a period of twelve
         months from the date of such death or until the expiration of the
         stated term of such Stock Option, whichever period is shorter. In the
         event of termination of employment by reason of Disability, if an
         Incentive Stock Option is exercised after the expiration of the
         exercise period applicable to Incentive Stock Options, but before the
         expiration of any period that would apply if such Stock Option were a
         Non-Qualified Stock Option, such Stock Option will thereafter be
         treated as a NonQualified Stock Option.

                  (i) Termination by Reason of Retirement. Subject to Section
         5(k), if an optionee's employment by the Corporation and any Subsidiary
         or (except in the case of an Incentive Stock Option) Affiliate
         terminates by reason of Normal or Early Retirement, any Stock Option
         held by such optionee may thereafter be exercised by the optionee, to
         the extent it was exercisable at the time of such Retirement or (except
         in the case of an Incentive Stock Option) on such accelerated basis as
         the Committee may determine at or after grant (or, except in the case
         of an Incentive Stock Option, as may be determined in accordance with
         procedures established by the Committee), for a period of (i) three
         years (or such other period as the Committee may specify at or after
         grant) from the date of such termination of employment or the
         expiration of the stated term of such Stock Option, whichever period is
         the shorter, in the case of a Non-Qualified Stock Option and (ii) three
         months from the date of such termination of employment or the
         expiration of the stated term of such Stock Option, whichever period is
         the shorter, in the event of an Incentive Stock Option; provided
         however, that, if the optionee dies within the period specified in (i)
         above (or other such period as the Committee shall specify at or after
         grant), any unexercised Non-Qualified Stock Option held by such
         optionee shall thereafter be exercisable to the extent to which it was
         exercisable at the time of death for a period of twelve months from the
         date of such death or until the expiration of the stated term of such
         Stock Option, whichever period is shorter. In the event of termination
         of employment by reason of Retirement, if an Incentive Stock Option is
         exercised after the expiration of the exercise period applicable to
         Incentive Stock Options, but before the expiration of the period that
         would apply if such Stock Option were a Non-Qualified Stock Option, the
         option will thereafter be treated as a Non-Qualified Stock Option.

                  (j) Other Termination. Subject to Section 5(k), unless
         otherwise determined by the Committee (or pursuant to procedures
         established by the Committee) at or (except in the case of an Incentive
         Stock Option) after grant, if an optionee's employment by the
         Corporation and any Subsidiary or (except in the case of an Incentive
         Stock Option) Affiliate is involuntarily terminated for any reason
         other than death, Disability or Normal or Early Retirement, or if
         optionee voluntarily terminates employment, the Stock Option shall
         thereupon terminate, except that such Stock Option may be exercised, to
         the extent otherwise then exercisable, for the lesser of three




                                        9


<PAGE>   10



         months or the balance of such Stock Option's term if the involuntary
         termination is without Cause. The Committee has the option to extend
         the exercise period until the lesser of six months or the balance of
         such Stock Option's term if the involuntary termination is without
         Cause. However, any Incentive Stock Option not exercised within three
         months will be treated as a Non-Qualified Stock Option. For purposes of
         this Plan, "Cause" means (i) a felony conviction of a participant or
         the failure of a participant to contest prosecution for a felony, or
         (ii) a participant's willful misconduct or dishonesty, which is
         directly and materially harmful to the business or reputation of the
         Corporation or any Subsidiary or Affiliate. If an optionee voluntarily
         terminates employment with the Corporation and any Subsidiary or
         (except in the case of an Incentive Stock Option) Affiliate (except for
         Disability, Normal or Early Retirement), the Stock Option shall
         thereupon terminate; provided, however, that the Committee at grant or
         (except in the case of an Incentive Stock Option) thereafter may extend
         the exercise period in this situation for the lesser of three months or
         the balance of such Stock Option's term.

                  (k) Incentive Stock Options. Anything in the Plan to the
         contrary notwithstanding, no term of this Plan relating to Incentive
         Stock Options shall be interpreted, amended, or altered, nor shall any
         discretion or authority granted under the Plan be so exercised, so as
         to disqualify the Plan under Section 422 of the Code, or, without the
         consent of the optionee(s) affected, to disqualify any Incentive Stock
         Option under such Section 422. No Incentive Stock Option shall be
         granted to any participant under the Plan if such grant would cause the
         aggregate Fair Market Value (as of the date the Incentive Stock Option
         is granted) of the Common Stock with respect to which all Incentive
         Stock Options are exercisable for the first time by such participant
         during any calendar year (under all such plans of the Company and any
         Subsidiary) to exceed $100,000. To the extent permitted under Section
         422 of the Code or the applicable regulations thereunder or any
         applicable Internal Revenue Service pronouncement:

                               (i) if (x) a participant's employment is
                  terminated by reason of death, Disability, or Retirement and
                  (y) the portion of any Incentive Stock Option that is
                  otherwise exercisable during the post-termination period
                  specified under Section 5(g), (h) or (i), applied without
                  regard to the $100,000 limitation contained in Section 422(d)
                  of the Code, is greater than the portion of such Option that
                  is immediately exercisable as an "Incentive Stock Option"
                  during such post-termination period under Section 422, such
                  excess shall be treated as a Non-Qualified Stock Option; and

                               (ii) if the exercise of an Incentive Stock Option
                  is accelerated by reason of a Change in Control, any portion
                  of such Option that is not exercisable as an Incentive Stock
                  Option by reason of the $100,000 limitation contained in
                  Section 422(d) of the Code shall be treated as a Non-Qualified
                  Stock Option.



                                       10


<PAGE>   11



                  (l) Buyout Provisions. The Committee may at any time offer to
         buy out for a payment in cash, Common Stock, or Restricted Stock an
         Option previously granted, based on such terms and conditions as the
         Committee shall establish and communicate to the optionee at the time
         that such offer is made.

                  (m) Settlement Provisions. If the option agreement so provides
         at grant or (except in the case of an Incentive Stock Option) is
         amended after grant and prior to exercise to so provide (with the
         optionee's consent), the Committee may require that all or part of the
         shares to be issued with respect to the spread value of an exercised
         Option take the form of Restricted Stock, which shall be valued on the
         date of exercise on the basis of the Fair Market Value (as determined
         by the Committee) of such Restricted Stock determined without regards
         to the forfeiture restrictions involved.

                  (n) Performance and Other Conditions. The Committee may
         condition the exercise of any Option upon the attainment of specified
         performance goals or other factors as the Committee may determine, in
         its sole discretion. Unless specifically provided in the option
         agreement, any such conditional Option shall vest six months prior to
         its expiration if the conditions to exercise have not theretofore been
         satisfied.

SECTION 6. STOCK APPRECIATION RIGHTS.

                  (a) Grant and Exercise. Stock Appreciation Rights may be
         granted in conjunction with all or part of any Stock Option granted
         under the Plan. In the case of a Non-Qualified Stock Option, such
         rights may be granted either at or after the time of the grant of such
         Stock Option. In the case of an Incentive Stock Option, such rights may
         be granted only at the time of the grant of such Stock Option. A Stock
         Appreciation Right or applicable portion thereof granted with respect
         to a given Stock Option shall terminate and no longer be exercisable
         upon the termination or exercise of the related Stock Option, subject
         to such provisions as the Committee may specify at grant where a Stock
         Appreciation Right is granted with respect to less than the full number
         of shares covered by a related Stock Option. A Stock Appreciation Right
         may be exercised by an optionee, subject to Section 6(b), in accordance
         with the procedures established by the Committee for such purpose. Upon
         such exercise, the optionee shall be entitled to receive an amount
         determined in the manner prescribed in Section 6(b). Stock Options
         relating to exercised Stock Appreciation Rights shall no longer be
         exercisable to the extent that the related Stock Appreciation Rights
         have been exercised.

                  (b) Terms and Conditions. Stock Appreciation Rights shall be
         subject to such terms and conditions, not inconsistent with the
         provisions of the Plan, as shall be determined from time to time by the
         Committee, including the following:

                           (i) Stock Appreciation Rights shall be exercisable
                  only at such time or times and to the extent that the Stock
                  Options to which they relate shall be




                                       11


<PAGE>   12



                  exercisable in accordance with the provisions of Section 5 and
                  this Section 6 of the Plan.

                           (ii) Upon the exercise of a Stock Appreciation Right,
                  an optionee shall be entitled to receive an amount in cash
                  and/or shares of Common Stock equal in value to the excess of
                  the Fair Market Value of one share of Common Stock over the
                  option price per share specified in the related Stock Option
                  multiplied by the number of shares in respect of which the
                  Stock Appreciation Right shall have been exercised, with the
                  Committee having the right to determine the form of payment.
                  When payment is to be made in shares, the number of shares to
                  be paid shall be calculated on the basis of the Fair Market
                  Value of the shares on the date of exercise. When payment is
                  to be made in cash, such amount shall be calculated on the
                  basis of the Fair Market Value of the Common Stock on the date
                  of exercise.

                           (iii) Stock Appreciation Rights shall be transferable
                  only when and to the extent that the underlying Stock Option
                  would be transferable under Section 5(e) of the Plan.

                           (iv) Upon the exercise of a Stock Appreciation Right,
                  the Stock Option or part thereof to which such Stock
                  Appreciation Right is related shall be deemed to have been
                  exercised for the purpose of the limitation set forth in
                  Section 3 of the Plan on the number of shares of Common Stock
                  to be issued under the Plan.

                           (v) The Committee, in its sole discretion, may also
                  provide that, in the event of a Change in Control and/or a
                  Potential Change in Control, the amount to be paid upon the
                  exercise of a Stock Appreciation Right shall be based on the
                  Change in Control Price, subject to such terms and conditions
                  as the Committee may specify at grant.

                           (vi) The Committee may condition the exercise of any
                  Stock Appreciation Right upon the attainment of specified
                  performance goals or other factors as the Committee may
                  determine, in its sole discretion.

SECTION 7. RESTRICTED STOCK.

                  (a) Administration. Shares of Restricted Stock may be issued
         either alone, in addition to, or in tandem with other awards granted
         under the Plan and/or cash awards made outside the Plan. The Committee
         shall determine the eligible persons to whom, and the time or times at
         which, grants of Restricted Stock will be made, the number of shares of
         Restricted Stock to be awarded to any person, the price (if any) to be
         paid by the recipient of Restricted Stock (subject to Section 7(b)),
         the time or times within which such awards may be subject to
         forfeiture, and the other terms, restrictions and conditions of the
         awards in addition to those set forth in Section 7(c). The Committee
         may condition the




                                       12


<PAGE>   13

         grant of Restricted Stock upon the attainment of specified performance
         goals or such other factors as the Committee may determine, in its sole
         discretion. The provisions of Restricted Stock awards need not be the
         same with respect to each recipient.

                  (b) Awards and Certificates. The prospective recipient of a
         Restricted Stock award shall not have any rights with respect to such
         award, unless and until such recipient has executed an agreement
         evidencing the award and has delivered a fully executed copy thereof to
         the Corporation, and has otherwise complied with the applicable terms
         and conditions of such award.

                           (i) The purchase price for shares of Restricted Stock
                  shall be established by the Committee and may be zero.

                           (ii) Awards of Restricted Stock must be accepted
                  within a period of 60 days (or such shorter period as the
                  Committee may specify at grant) after the award date, by
                  executing a Restricted Stock Award Agreement and paying
                  whatever price (if any) is required under Section 7(b)(i).

                           (iii) Each participant receiving a Restricted Stock
                  award shall be issued a stock certificate in respect of such
                  shares of Restricted Stock. Such certificate shall be
                  registered in the name of such participant (or a transferee
                  permitted by Section 13(h) hereof), and shall bear an
                  appropriate legend referring to the terms, conditions, and
                  restrictions applicable to such award.

                           (iv) The Committee shall require that the stock
                  certificates evidencing such shares be held in custody by the
                  Corporation until the restrictions thereon shall have lapsed,
                  and that, as a condition of any Restricted Stock award, the
                  participant shall have delivered a stock power, endorsed in
                  blank, relating to the shares of Common Stock covered by such
                  award.

                  (c) Restrictions and Conditions. The shares of Restricted
         Stock awarded pursuant to this Section 7 shall be subject to the
         following restrictions and conditions:

                           (i) In accordance with the provisions of this Plan
                  and the award agreement, during a period set by the Committee
                  commencing with the date of such award (the "Restriction
                  Period"), the participant shall not be permitted to sell,
                  transfer, pledge, assign, or otherwise encumber shares of
                  Restricted Stock awarded under the Plan. Within these limits,
                  the Committee, in its sole discretion, may provide for the
                  lapse of such restrictions in installments and may accelerate
                  or waive such restrictions, in whole or in part, based on
                  service, performance, such other factors or criteria as the
                  Committee may determine in its sole discretion.




                                       13


<PAGE>   14



                           (ii) Except as provided in this paragraph (ii) and
                  Section 7(c)(i), the participant shall have, with respect to
                  the shares of Restricted Stock, all of the rights of a
                  shareholder of the Corporation, including the right to vote
                  the shares, and the right to receive any cash dividends. The
                  Committee, in its sole discretion, as determined at the time
                  of award, may permit or require the payment of cash dividends
                  to be deferred and, if the Committee so determines,
                  reinvested, subject to Section 14(e), in additional Restricted
                  Stock to the extent shares are available under Section 3, or
                  otherwise reinvested. Pursuant to Section 3 above, stock
                  dividends issued with respect to Restricted Stock shall be
                  treated as additional shares of Restricted Stock that are
                  subject to the same restrictions and other terms and
                  conditions that apply to the shares with respect to which such
                  dividends are issued. If the Committee so determines, the
                  award agreement may also impose restrictions on the right to
                  vote and the right to receive dividends.

                           (iii) Subject to the applicable provisions of the
                  award agreement and this Section 7, upon termination of a
                  participant's employment with the Corporation and any
                  Subsidiary or Affiliate for any reason during the Restriction
                  Period, all shares still subject to restriction will vest, or
                  be forfeited, in accordance with the terms and conditions
                  established by the Committee at or after grant.

                           (iv) If and when the Restriction Period expires
                  without a prior forfeiture of the Restricted Stock subject to
                  such Restriction Period, certificates for an appropriate
                  number of unrestricted shares shall be delivered to the
                  participant (or a transferee permitted by Section 13(h)
                  hereof) promptly.

                  (d) Minimum Value Provisions. In order to better ensure that
         award payments actually reflect the performance of the Corporation and
         service of the participant, the Committee may provide, in its sole
         discretion, for a tandem performance-based or other award designed to
         guarantee a minimum value, payable in cash or Common Stock to the
         recipient of a restricted stock award, subject to such performance,
         future service, deferral, and other terms and conditions as may be
         specified by the Committee.

SECTION 8. OTHER STOCK-BASED AWARDS.

                  (a) Administration. Other Stock-Based Awards, including,
         without limitation, performance shares, convertible preferred stock,
         convertible debentures, exchangeable securities and Common Stock awards
         or options valued by reference to earnings per share or Subsidiary
         performance, may be granted either alone, in addition to, or in tandem
         with Stock Options, Stock Appreciation Rights, or Restricted Stock
         granted under the Plan and cash awards made outside of the Plan;
         provided that no such Other Stock-Based Awards may be granted in tandem
         with Incentive Stock Options if that would cause such Stock Options not
         to qualify as Incentive Stock Options pursuant to Section 422 of the
         Code.




                                       14


<PAGE>   15



         Subject to the provisions of the Plan, the Committee shall have
         authority to determine the persons to whom and the time or times at
         which such awards shall be made, the number of shares of Common Stock
         to be awarded pursuant to such awards, and all other conditions of the
         awards. The Committee may also provide for the grant of Common Stock
         upon the completion of a specified performance period. The provisions
         of Other Stock-Based Awards need not be the same with respect to each
         recipient.

                  (b) Terms and Conditions. Other Stock-Based Awards made
         pursuant to this Section 8 shall be subject to the following terms and
         conditions:

                           (i) Shares subject to awards under this Section 8 and
                  the award agreement referred to in Section 8(b)(v) below, may
                  not be sold, assigned, transferred, pledged, or otherwise
                  encumbered prior to the date on which the shares are issued,
                  or, if later, the date on which any applicable restriction,
                  performance, or deferral period lapses.

                           (ii) Subject to the provisions of this Plan and the
                  award agreement and unless otherwise determined by the
                  Committee at grant, the recipient of an award under this
                  Section 8 shall be entitled to receive, currently or on a
                  deferred basis, interest or dividends or interest or dividend
                  equivalents with respect to the number of shares covered by
                  the award, as determined at the time of the award by the
                  Committee, in its sole discretion, and the Committee may
                  provide that such amounts (if any) shall be deemed to have
                  been reinvested in additional shares of Common Stock or
                  otherwise reinvested.

                           (iii) Any award under Section 8 and any shares of
                  Common Stock covered by any such award shall vest or be
                  forfeited to the extent so provided in the award agreement, as
                  determined by the Committee in its sole discretion.

                           (iv) In the event of the participant's Retirement,
                  Disability, or death, or in cases of special circumstances,
                  the Committee may, in its sole discretion, waive in whole or
                  in part any or all of the remaining limitations imposed
                  hereunder (if any) with respect to any or all of an award
                  under this Section 8.

                           (v) Each award under this Section 8 shall be
                  confirmed by, and subject to the terms of, an agreement or
                  other instrument by the Corporation and the participant.

                           (vi) Common Stock (including securities convertible
                  into Common Stock) issued on a bonus basis under this Section
                  8 may be issued for no cash consideration. Common Stock
                  (including securities convertible into Common Stock) purchased
                  pursuant to a purchase right awarded under this Section 8
                  shall



                                       15


<PAGE>   16



                  be priced at least 85% of the Fair Market Value of the Common
                  Stock on the date of grant.

SECTION 9. AWARDS TO OUTSIDE DIRECTORS.

                  (a) The provisions of this Section 9 shall apply only to
         awards to Outside Directors in accordance with this Section 9. The
         Committee shall have no authority to determine the timing of or the
         terms or conditions of any award under this Section 9.

                  (b) At the date of the Corporation's initial public offering,
         each person serving as an Outside Director on such date will receive a
         non-qualified stock option to purchase 25,000 shares of Common Stock at
         a per share exercise price equal to the initial public offering price.
         Such option shall vest and become exercisable with respect to all
         25,000 shares immediately.

                  (c) If any person who was not previously a member of the Board
         is elected or appointed an Outside Director following the initial
         public offering but prior to the date of the Annual Meeting of
         Shareholders of the Corporation in the year 2000, such Outside Director
         will receive a non-qualified stock option to purchase 25,000 shares of
         Common Stock. The exercise price per share of each option granted
         pursuant to this Section 9(c) shall equal the Fair Market Value per
         share of Common Stock on the date of grant. Options granted under this
         Section 9(c) shall vest and become exercisable in five equal annual
         installments beginning on the first anniversary of the date of grant.

                  (d) On the date of each Annual Meeting of Shareholders of the
         Corporation beginning with the Annual Meeting of Shareholders in 2000,
         unless this Plan has been previously terminated, each Outside Director
         who will continue as a director following such meeting will receive a
         non-qualified stock option to purchase 3,000 shares of Common Stock.
         The exercise price per share of each option granted pursuant to this
         Section 9(d) shall equal the Fair Market Value per share of Common
         Stock on the date of grant. Such option shall vest and become
         exercisable with respect to all 3,000 shares immediately.

                  (e) No Outside Director Option shall be exercisable prior to
         vesting. Each Outside Director Option shall expire, if unexercised, on
         the tenth anniversary of the date of grant. The exercise price may be
         paid in cash or in shares of Common Stock, including shares of Common
         Stock subject to the Outside Director Option.

                  (f) Outside Director Options shall not be transferable without
         the prior written consent of the Board other than (i) transfers by the
         optionee to a member of his or her Immediate Family or a trust for the
         benefit of the optionee or a member of his or her




                                       16


<PAGE>   17



         Immediate Family, (ii) transfers by will or by the laws of descent and
         distribution, or (iii) transfers by the optionee to a fund affiliated
         with the optionee.

                  (g) Grantees of Outside Director Options shall enter into a
         stock option agreement with the Corporation setting forth the exercise
         price and other terms as provided herein.

                  (h) Upon termination of an Outside Director's service as a
         director of the Corporation, (i) all Outside Director Options
         theretofore exercisable and held by such Outside Director will remain
         vested and exercisable through the expiration date and (ii) all
         remaining Outside Director Options held by such Outside Director will
         become exercisable and vested and remain so through the expiration date
         to the extent of any shares that would have become exercisable and
         vested within a period of less than twelve months following the date of
         termination of service. Any unvested Outside Director Options held by
         the Outside Director on the date of termination of service will be
         forfeited to the extent of any shares that would not have become vested
         and exercisable until at least twelve months from the date of
         termination of service. The Board may, in its sole discretion, elect to
         accelerate the vesting of any Outside Director Options in connection
         with the termination of service of any individual Outside Director.

                  (i) Outside Director Options shall be subject to Section 10.
         The number of shares and the exercise price per share of each Outside
         Director Option theretofore awarded shall be adjusted automatically in
         the same manner as the number of shares and the exercise price for
         Stock Options under Section 3(c) hereof at any time that Stock Options
         are adjusted as provided in Section 3(c). The number of shares
         underlying Outside Director Options to be awarded in the future shall
         be adjusted automatically in the same manner as the number of shares
         underlying outstanding Stock Options are adjusted under Section 3(c)
         hereof at any time that Stock Options are adjusted under Section 3(c)
         hereof.

                  (j) The Board, in its sole discretion, may determine to reduce
         the size of any Outside Director Option prior to grant or to postpone
         the vesting and exercisability of any Outside Director Option prior to
         grant.

SECTION 10. CHANGE IN CONTROL PROVISIONS.

                  (a) Impact of Event. In the event of:

                       (1) a "Change in Control" as defined in Section 10(b); or

                       (2) a "Potential Change in Control" as defined in
                  Section 10(c), but only if and to the extent so determined by
                  the Committee or the Board at or after grant




                                       17


<PAGE>   18



                  (subject to any right of approval expressly reserved by the
                  Committee or the Board at the time of such determination),

                       (i) Subject to the limitations set forth below in this
                  Section 10(a), the following acceleration provisions shall
                  apply:

                            (a) Any Stock Appreciation Rights, any Stock Option
                       or Outside Director Option awarded under the Plan not
                       previously exercisable and vested shall become fully
                       exercisable and vested.

                            (b) The restrictions applicable to any Restricted
                       Stock and Other Stock-Based Awards, in each case to
                       the extent not already vested under the Plan, shall
                       lapse and such shares and awards shall be deemed fully
                       vested.

                       (ii) Subject to the limitations set forth below in this
                  Section 10(a), the value of all outstanding Stock Options,
                  Stock Appreciation Rights, Restricted Stock, Outside
                  Director Options and Other Stock-Based Awards, in each case
                  to the extent vested, shall, unless otherwise determined
                  Board or by the Committee in its sole discretion prior to
                  any Change in Control, be cashed out on the basis of the
                  "Change in Control Price" as defined in Section 10(d) as of
                  the date such Change in Control or such Potential Change in
                  Control is determined to have occurred or such other date as
                  the Board or Committee may determine prior to the Change in
                  Control.

                       (iii) The Board or the Committee may impose additional
                  conditions on the acceleration or valuation of any award in
                  the award agreement.

                  (b) Definition of Change in Control. For purposes of Section
         10(a), a "Change in Control" means the happening of any of the
         following:

                       (i) any person or entity, including a "group" as defined
                  in Section 13(d)(3) of the Exchange Act, other than the
                  Corporation or a wholly-owned subsidiary thereof or any
                  employee benefit plan of the Corporation or any of its
                  Subsidiaries, becomes the beneficial owner of the
                  Corporation's securities having 50% or more of the combined
                  voting power of the then outstanding securities of the
                  Corporation that may be cast for the election of directors
                  of the Corporation (other than as a result of an issuance of
                  securities initiated by the Corporation in the ordinary
                  course of business); or

                       (ii) as the result of, or in connection with, any cash
                  tender or exchange offer, merger or other business
                  combination, sales of assets or contested election, or any
                  combination of the foregoing transactions, less than a
                  majority of the combined voting power of the then outstanding
                  securities of the Corporation or any




                                       18


<PAGE>   19



                  successor corporation or entity entitled to vote generally in
                  the election of the directors of the Corporation or such other
                  corporation or entity after such transaction are held in the
                  aggregate by the holders of the Corporation's securities
                  entitled to vote generally in the election of directors of the
                  Corporation immediately prior to such transaction; or

                           (iii) during any period of two consecutive years,
                  individuals who at the beginning of any such period constitute
                  the Board cease for any reason to constitute at least a
                  majority thereof, unless the election, or the nomination for
                  election by the Corporation's shareholders, of each director
                  of the Corporation first elected during such period was
                  approved by a vote of at least two-thirds of the directors of
                  the Corporation then still in office who were directors of the
                  Corporation at the beginning of any such period.

                  (c) Definition of Potential Change in Control. For purposes of
         Section 10(a), a "Potential Change in Control" means the happening of
         any one of the following:

                           (i) The approval by shareholders of an agreement by
                  the Corporation, the consummation of which would result in a
                  Change in Control of the Corporation as defined in Section
                  10(b); or

                           (ii) The acquisition of beneficial ownership,
                  directly or indirectly, by any entity, person or group (other
                  than the Corporation or a Subsidiary or any Corporation
                  employee benefit plan (including any trustee of such plan
                  acting as such trustee)) of securities of the Corporation
                  representing 5% or more of the combined voting power of the
                  Corporation's outstanding securities and the adoption by the
                  Committee of a resolution to the effect that a Potential
                  Change in Control of the Corporation has occurred for purposes
                  of this Plan.

                  (d) Change in Control Price. For purposes of this Section 10,
         "Change in Control Price" means the highest price per share paid in any
         transaction reported on Nasdaq or such other exchange or market as is
         the principal trading market for the Common Stock, or paid or offered
         in any bona fide transaction related to a Potential or actual Change in
         Control of the Corporation at any time during the 60 day period
         immediately preceding the occurrence of the Change in Control (or,
         where applicable, the occurrence of the Potential Change in Control
         event), in each case as determined by the Committee except that, in the
         case of Incentive Stock Options and Stock Appreciation Rights relating
         to Incentive Stock Options, such price shall be based only on
         transactions reported for the date on which the optionee exercises such
         Stock Appreciation Rights or, where applicable, the date on which a
         cash out occurs under Section 10(a)(ii).

SECTION 11. AMENDMENTS AND TERMINATION.





                                       19


<PAGE>   20



         The Board may at any time amend, alter or discontinue the Plan;
provided, however, that, without the approval of the Corporation's shareholders,
no amendment or alteration may be made which would (a) increase the maximum
number of shares that may be issued under the Plan or increase the Section
162(m) Maximum, (b) change the provisions governing Incentive Stock Options
except as required or permitted under the provisions governing incentive stock
options under the Code, (c) amend Section 9 hereof so as to increase the size of
any award or otherwise materially increase the benefits to Outside Directors
under Section 9 hereof, or (d) make any change for which applicable law or
regulatory authority (including the regulatory authority of Nasdaq or any other
market or exchange on which the Common Stock is traded) would require
shareholder approval or for which shareholder approval would be required to
secure full deductibility of compensation received under the Plan under Section
162(m) of the Code. No amendment, alteration, or discontinuation shall be made
which would impair the rights of an optionee or participant under a Stock
Option, Stock Appreciation Right, Restricted Stock, Other Stock-Based Award or
Outside Director Option theretofore granted, without the participant's consent.

         The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
above, no such amendment shall impair the rights of any holder without the
holder's consent. The Committee may also substitute new Stock Options for
previously granted Stock Options (on a one for one or other basis), including
previously granted Stock Options having higher option exercise prices. Solely
for purposes of computing the Section 162(m) Maximum, if any Stock Options or
other awards previously granted to a participant are canceled and new Stock
Options or other awards having a lower exercise price or other more favorable
terms for the participant are substituted in their place, both the initial Stock
Options or other awards and the replacement Stock Options or other awards will
be deemed to be outstanding (although the canceled Stock Options or other awards
will not be exercisable or deemed outstanding for any other purposes).

SECTION 12. UNFUNDED STATUS OF PLAN.

         The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Corporation, nothing contained herein shall give
any such participant or optionee any rights that are greater than those of a
general creditor of the Corporation. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Common Stock or payments in lieu of or with
respect to awards hereunder; provided, however, that, unless the Committee
otherwise determines with the consent of the affected participant, the existence
of such trusts or other arrangements is consistent with the "unfunded" status of
the Plan.




                                       20


<PAGE>   21



SECTION 13. GENERAL PROVISIONS.

                  (a) The Committee may require each person purchasing shares
         pursuant to a Stock Option or other award under the Plan to represent
         to and agree with the Corporation in writing that the optionee or
         participant is acquiring the shares without a view to distribution
         thereof. The certificates for such shares may include any legend which
         the Committee deems appropriate to reflect any restrictions on
         transfer. All certificates for shares of Common Stock or other
         securities delivered under the Plan shall be subject to such
         stock-transfer orders and other restrictions as the Committee may deem
         advisable under the rules, regulations, and other requirements of the
         Commission, any stock exchange upon which the Common Stock is then
         listed, and any applicable Federal or state securities law, and the
         Committee may cause a legend or legends to be put on any such
         certificates to make appropriate reference to such restrictions.

                  (b) Nothing contained in this Plan shall prevent the Board
         from adopting other or additional compensation arrangements, subject to
         shareholder approval if such approval is required; and such
         arrangements may be either generally applicable or applicable only in
         specific cases.

                  (c) The adoption of the Plan shall not confer upon any
         employee of the Corporation or any Subsidiary or Affiliate any right to
         continued employment with the Corporation or a Subsidiary or Affiliate,
         as the case may be, nor shall it interfere in any way with the right of
         the Corporation or a Subsidiary or Affiliate to terminate the
         employment of any of its employees at any time.

                  (d) No later than the date as of which an amount first becomes
         includible in the gross income of the participant for Federal income
         tax purposes with respect to any award under the Plan, the participant
         shall pay to the Corporation, or make arrangements satisfactory to the
         Committee regarding the payment of, any Federal, state, or local taxes
         of any kind required by law to be withheld with respect to such amount.
         The Committee may require withholding obligations to be settled with
         Common Stock, including Common Stock that is part of the award that
         gives rise to the withholding requirement. The obligations of the
         Corporation under the Plan shall be conditional on such payment or
         arrangements and the Corporation and its Subsidiaries or Affiliates
         shall, to the extent permitted by law, have the right to deduct any
         such taxes from any payment of any kind otherwise due to the
         participant.

                  (e) The actual or deemed reinvestment of dividends or dividend
         equivalents in additional Restricted Stock (or other types of Plan
         awards) at the time of any dividend payment shall only be permissible
         if sufficient shares of Common Stock are available under Section 3 for
         such reinvestment (taking into account then outstanding Stock Options
         and other Plan awards).




                                       21


<PAGE>   22

                  (f) The Plan and all awards made and actions taken thereunder
         shall be governed by and construed in accordance with the laws of the
         State of Tennessee.

                  (g) The members of the Committee and the Board shall not be
         liable to any employee or other person with respect to any
         determination made hereunder in a manner that is not inconsistent with
         their legal obligations as members of the Board. In addition to such
         other rights of indemnification as they may have as directors or as
         members of the Committee, the members of the Committee shall be
         indemnified by the Corporation against the reasonable expenses,
         including attorneys' fees actually and necessarily incurred in
         connection with the defense of any action, suit or proceeding, or in
         connection with any appeal therein, to which they or any of them may be
         a party by reason of any action taken or failure to act under or in
         connection with the Plan or any option granted thereunder, and against
         all amounts paid by them in settlement thereof (provided such
         settlement is approved by independent legal counsel selected by the
         Corporation) or paid by them in satisfaction of a judgment in any such
         action, suit or proceeding, except in relation to matters as to which
         it shall be adjudged in such action, suit or proceeding that such
         Committee member is liable for negligence or misconduct in the
         performance of his duties; provided that within 60 days after
         institution of any such action, suit or proceeding, the Committee
         member shall in writing offer the Corporation the opportunity, at its
         own expense, to handle and defend the same.

                  (h) In addition to any other restrictions on transfer that may
         be applicable under the terms of this Plan or the applicable award
         agreement, no Stock Option, Stock Appreciation Right, Restricted Stock
         award, or Other Stock-Based Award or other right issued under this Plan
         is transferable by the participant without the prior written consent of
         the Committee, or, in the case of an Outside Director, the Board, other
         than (i) transfers by an optionee to a member of his or her Immediate
         Family or a trust for the benefit of the optionee or a member of his or
         her Immediate Family or (ii) transfers by will or by the laws of
         descent and distribution. The designation of a beneficiary will not
         constitute a transfer.

                  (i) The Committee may, at or after grant, condition the
         receipt of any payment in respect of any award or the transfer of any
         shares subject to an award on the satisfaction of a six-month holding
         period, if such holding period is required for compliance with Section
         16 under the Exchange Act.

SECTION 14. EFFECTIVE DATE OF PLAN.

         The Plan shall be effective upon the date of the closing of the
Corporation's initial public offering (the "Effective Date"), provided that it
has been approved by the Board of the Corporation and by a majority of the votes
cast by the holders of the Corporation's Common Stock.

SECTION 15. TERM OF PLAN.




                                       22


<PAGE>   23


         No Stock Option, Stock Appreciation Right, Restricted Stock Award,
Other Stock-Based Award or Outside Director Option award shall be granted
pursuant to the Plan on or after the tenth anniversary of the Effective Date of
the Plan, but awards granted prior to such tenth anniversary may be extended
beyond that date.





                                       23












<PAGE>   1
                                                                   EXHIBIT 10.7



                            INDEMNIFICATION AGREEMENT


         THIS AGREEMENT is made and entered into as of the _____ day of
__________, 1999, by and between @plan.inc, a Tennessee corporation (the
"Company"), and the undersigned (the "Indemnitee").

                                    RECITALS

         WHEREAS, it is essential to the Company that it attract and retain as
directors the most capable persons available; and

         WHEREAS, both the Company and Indemnitee recognize the increased risk
of litigation and other claims being asserted against directors of public
companies in the current environment; and

         WHEREAS, the Indemnitee currently is serving as a director of the
Company, and the Company desires that the Indemnitee continue to serve in such
capacity. The Indemnitee is willing to continue to serve in such capacity if the
Indemnitee is adequately protected against the risks associated with such
service; and

         WHEREAS, the Company and the Indemnitee have concluded that the
indemnities available under the Company's Charter, Bylaws and any insurance now
or hereafter in effect need to be supplemented to more fully protect the
Indemnitee against the risks associated with the Indemnitee's service to the
Company; and

         WHEREAS, in recognition of Indemnitee's need for additional protection
against personal liability in order to enhance Indemnitee's continued service to
the Company in an effective manner, and in order to induce Indemnitee to
continue to provide services to the Company as a director thereof, the Company
wishes to provide in this Agreement for the indemnification of Indemnitee to the
fullest extent permitted by law and as set forth in this Agreement.

         NOW THEREFORE, in consideration of the foregoing, the covenants
contained herein and Indemnitee's continued service to the Company, the Company
and Indemnitee, intending to be legally bound, hereby agree as follows:

         Section 1. Definitions. The following terms, as used herein, shall have
the following respective meanings:

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control," when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or



<PAGE>   2


indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings relative
to the foregoing.

         "Change in Control" shall be deemed to have taken place if: (i) any
person or entity, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, other than the Company or a wholly-owned
subsidiary thereof or any employee benefit plan of the Company or any of its
subsidiaries, becomes the beneficial owner of the Company securities having 50%
or more of the combined voting power of the then outstanding securities of the
Company that may be cast for the election of directors of the Company (other
than as a result of an issuance of securities initiated by Company in the
ordinary course of business); or (ii) as the result of, or in connection with,
any cash tender or exchange offer, merger or other business combination, sale of
substantially all of the assets or contested election, or any combination of the
foregoing transactions less than a majority of the combined voting power of the
then-outstanding securities of the Company or any successor corporation or
entity entitled to vote generally in the election of the directors of the
Company or such other corporation or entity after such transaction is held in
the aggregate by the holders of the Company securities entitled to vote
generally in the election of directors of the Company immediately prior to such
transaction; or (iii) during any period of two consecutive years, individuals
who at the beginning of any such period constitute the Board of Directors of the
Company cease for any reason to constitute at least a majority thereof, unless
the election, or the nomination for election by the Company's shareholders, of
each director of the Company first elected during such period was approved by a
vote of at least a majority of the directors of the Company then still in office
who were directors of the Company at the beginning of any such period.

         "Claim" means (a) any threatened, pending or completed action, suit,
proceeding or arbitration or other alternative dispute resolution mechanism, or
(b) any inquiry, hearing or investigation, whether conducted by the Company or
any other Person, that Indemnitee in good faith believes might lead to the
institution of any such action, suit, proceeding or arbitration or other
alternative dispute resolution mechanism, in each case whether civil, criminal,
administrative or other (whether or not the claims or allegations therein are
groundless, false or fraudulent) and includes, without limitation, those brought
by or in the name of the Company or any director or officer of the Company.

         "Company Agent" means any director, officer, partner, employee, agent,
trustee or fiduciary of the Company, any Subsidiary or any Other Enterprise.

         "Covered Event" means any event or occurrence, whether occurring prior
to or after the date of this Agreement, related to the fact that Indemnitee is
or was a Company Agent or related to anything done or not done by Indemnitee in
any such capacity, and includes, without limitation, any such event or
occurrence (a) arising from performance of the responsibilities, obligations or
duties imposed by ERISA or any similar applicable provisions of state or common
law, or (b) arising from any actual or proposed merger, consolidation or other
business combination involving the Company, any Subsidiary or any Other
Enterprise, including without limitation any sale or




                                        2


<PAGE>   3

other transfer of all or substantially all of the business or assets of the
Company, any Subsidiary or any Other Enterprise.

         "D&O Insurance" means the directors' and officers' liability insurance
described on Exhibit l to this Agreement and any replacement or substitute
policies issued by one or more reputable insurers providing in all respects
coverage at least comparable to and in the same amount as that provided under
the insurance described on Exhibit 1.

         "Determination" means a determination made by (a) a majority vote of a
quorum of Disinterested Directors; (b) Independent Legal Counsel, in a written
opinion addressed to the Company and Indemnitee; (c) the shareholders of the
Company; or (d) a decision by a court of competent jurisdiction not subject to
further appeal.

         "Disinterested Director" shall be a director of the Company who is not
or was not a party to the Claim giving rise to the subject matter of a
Determination.

         "Expenses" includes attorneys' fees and all other costs, travel
expenses, fees of experts, transcript costs, filing fees, witness fees,
telephone charges, postage, copying costs, delivery service fees and other
expenses and obligations of any nature whatsoever paid or incurred in connection
with investigating, prosecuting or defending, being a witness in or
participating in (including on appeal), or preparing to prosecute or defend, be
a witness in or participate in any Claim, for which Indemnitee is or becomes
legally obligated to pay.

         "Independent Legal Counsel" shall mean a law firm or a member of a law
firm that (a) neither is nor in the past five years has been retained to
represent in any material matter the Company, any Subsidiary, Indemnitee or any
other party to the Claim, (b) under applicable standards of professional conduct
then prevailing would not have a conflict of interest in representing either the
Company or Indemnitee in an action to determine Indemnitee's rights to
indemnification under this Agreement and (c) is reasonably acceptable to the
Company and Indemnitee.

         "Loss" means any amount which Indemnitee is legally obligated to pay as
a result of any Claim, including, without limitation (a) all judgments,
penalties and fines, and amounts paid or to be paid in settlement, (b) all
interest, assessments and other charges paid or payable in connection therewith
and (c) any federal, state, local or foreign taxes imposed (net of the value to
Indemnitee of any tax benefits resulting from tax deductions or otherwise as a
result of the actual or deemed receipt of any payments under this Agreement,
including the creation of the Trust).

         "Other Enterprise" means any corporation (other than the Company or any
Subsidiary), partnership, joint venture, association, employee benefit plan,
trust or other enterprise or organization to which Indemnitee renders service at
the request of the Company or any Subsidiary.




                                        3


<PAGE>   4



         "Parent" shall have the meaning set forth in the regulations of the
Securities and Exchange Commission under the Securities Act of 1933, as amended;
provided the term "Parent" shall not include the board of directors of a
corporation in its capacity as a board of directors, and provided further that
if the other party to any transaction referred to in Section 12.1.2 has no
Parent as so defined above, "Parent" shall mean such other party.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government (or any subdivision, department, commission or agency thereof), and
includes without limitation any "person," as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended.

         "Potential Change in Control" shall be deemed to have occurred if (a)
the Company enters into an agreement or arrangement the consummation of which
would result in the occurrence of a Change in Control, (b) any Person (including
the Company) publicly announces an intention to take or to consider taking
actions which if consummated would constitute a Change in Control or (c) the
Board of Directors of the Company adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Change in Control has occurred.

         "Subsidiary" means any corporation of which more than 50% of the
outstanding stock having ordinary voting power to elect a majority of the board
of directors of such corporation is now or hereafter owned, directly or
indirectly, by the Company.

         "Trust" has the meaning set forth in Section 9.2.

         "Voting Securities" means any securities of the Company which vote
generally in the election of directors.

         Section 2. Indemnification

         2.1. General Indemnity Obligation.

              2.1.1. Subject to the remaining provisions of this Agreement,
the Company hereby indemnifies and holds Indemnitee harmless for any Losses or
Expenses arising from any Claims relating to (or arising in whole or in part out
of) any Covered Event, including without limitation, any Claim the basis of
which is any actual or alleged breach of duty, neglect, error, misstatement,
misleading statement, omission or other act done or attempted by Indemnitee in
the capacity as a Company Agent at the time liability is incurred or at the time
the Claim is initiated.

              2.1.2. The obligations of the Company under this Agreement shall
apply to the fullest extent authorized or permitted by the provisions of
applicable law, as presently in effect or as changed after the date of this
Agreement, whether by statute or judicial decision (but, in the case of any
subsequent change, only to the extent that such change permits the Company to
provide broader indemnification than permitted prior to giving effect thereto).




                                        4


<PAGE>   5



              2.1.3. Indemnitee shall not be entitled to indemnification
pursuant to this Agreement in connection with any Claim initiated by Indemnitee
against the Company or any director or officer of the Company, unless the
Company has joined in or consented to the initiation of such Claim; provided,
the provisions of this Section 2.1.3 shall not apply (i) following a Change in
Control to Claims seeking enforcement of this Agreement, the Charter or Bylaws
of the Company or any other agreement now or hereafter in effect relating to
indemnification for Covered Events or (ii) absent a Change in Control, to Claims
seeking enforcement of this Agreement, the Charter or Bylaws of the Company or
any other agreement now or hereafter in effect relating to indemnification for
Covered Events, but only if the Indemnitee is ultimately determined to be
entitled to indemnification.

              2.1.4. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of the Losses
or Expenses paid with respect to a Claim but not, however, for the total amount
thereof, the Company shall nevertheless indemnify and hold Indemnitee harmless
against the portion thereof to which Indemnitee is entitled.

              2.1.5. Notwithstanding any other provision of this Agreement, to
the extent that Indemnitee has been successful on the merits or otherwise in
defense of any or all Claims relating to (or arising in whole or in part out of)
a Covered Event or in defense of any issue or matter therein, including
dismissal without prejudice, the Company shall indemnify and hold Indemnitee
harmless against all Expenses incurred in connection therewith.

         2.2. Indemnification for Serving as Witness and Certain Other Claims.
Notwithstanding any other provision of this Agreement, the Company hereby
indemnifies and holds Indemnitee harmless for all Expenses in connection with
(a) the preparation to serve or service as a witness in any Claim in which
Indemnitee is not a party, if such actual or proposed service as a witness arose
by reason of Indemnitee having served as a Company Agent on or after the date of
this Agreement and (b) any Claim initiated by Indemnitee on or after the date of
this Agreement (i) for recovery under any directors' and officers' liability
insurance maintained by the Company or (ii) following a Change in Control, for
enforcement of the indemnification obligations of the Company under this
Agreement, the Charter or Bylaws of the Company or any other agreement now or
hereafter in effect relating to indemnification for Covered Events, regardless
of whether Indemnitee ultimately is determined to be entitled to such insurance
recovery or indemnification, as the case may be; or (iii) absent a Change in
Control for enforcement of this Agreement, the Charter or Bylaws of the Company
or any other agreement now or hereafter in effect relating to indemnification
for Covered Events, but only if the Indemnitee is ultimately determined to be
entitled to indemnification.

         Section 3. Limitation on Indemnification.

         3.1. Coverage Limitations. No indemnification is available pursuant to
the provisions of this Agreement:




                                        5


<PAGE>   6



              3.1.1. If such indemnification is not lawful;

              3.1.2. If Indemnitee's conduct giving rise to the Claim with
respect to which indemnification is requested was not in good faith or involved
intentional misconduct or a knowing violation of law;

              3.1.3. In respect of any Claim based upon any other proceeding
charging improper personal benefit to the Indemnitee in which the Indemnitee was
adjudged liable on the basis that personal benefit was improperly received by
the Indemnitee;

              3.1.4. In respect of any Claim based upon or in connection with a
proceeding by or in the right of the Company in which the director was adjudged
liable to the Company;

              3.1.5. In respect of any Claim for an accounting of profits made
from the purchase or sale by Indemnitee of securities of the Company within the
meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended; or

              3.1.6. If Indemnitee's conduct giving rise to the Claim with
respect to which indemnification is requested constituted a breach of the duty
of loyalty to the corporation or its shareholders.

              3.1.7. In respect of any Claim based upon any violation of Section
 48-18-304 of the Tennessee Business Corporation Act, as amended.

         3.2. No Duplication of Payments. The Company shall not be liable under
this Agreement to make any payment otherwise due and payable to the extent
Indemnitee has otherwise actually received payment (whether under the Charter or
the Bylaws of the Company, the D&O Insurance or otherwise) of any amounts
otherwise due and payable under this Agreement.

         Section 4. Payments and Determinations.

         4.1. Advancement and Reimbursement of Expenses. If requested by
Indemnitee, the Company shall advance to Indemnitee, no later than 10 days
following any such request, any and all Expenses for which indemnification is
available under Section 2. In order to obtain such advancement or reimbursement,
the Indemnitee must also furnish to the Company a written affirmation of
Indemnitee's good faith belief that Indemnitee has acted in good faith and
reasonably believed that: (1) in the case of conduct in Indemnitee's official
capacity with the Company, that Indemnitee's conduct was in its best interest;
and (2) in all other cases, that Indemnitee's conduct was at least not opposed
to its best interests; and (3) in the case of any criminal proceeding,
Indemnitee had no reasonable cause to believe Indemnitee's conduct was unlawful.
In addition, Indemnitee must furnish to the Company a written undertaking,
executed personally or on Indemnitee's behalf, to repay the advance if it is
ultimately determined that Indemnitee is not entitled to indemnification. Upon
any Determination that Indemnitee is not




                                        6


<PAGE>   7

permitted to be indemnified for any Expenses so advanced, Indemnitee hereby
agrees to reimburse the Company (or, as appropriate, any Trust established
pursuant to Section 9.2) for all such amounts previously paid. Such obligation
of reimbursement shall be unsecured and no interest shall be charged thereon.

          4.2. Payment and Determination Procedures.

               4.2.1. To obtain indemnification under this Agreement, Indemnitee
shall submit to the Company a written request, together with such documentation
and information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to
indemnification. The Secretary of the Company shall, promptly upon receipt of
such a request for indemnification, advise the Board of Directors in writing
that Indemnitee has requested indemnification.

               4.2.2. Upon written request by Indemnitee for indemnification
pursuant to Section 4.2.1, a Determination with respect to Indemnitee's
entitlement thereto shall be made in the specific case (a) if a Change in
Control shall have occurred, as provided in Section 9.1; and (b) if a Change in
Control shall not have occurred, by (i) the Board of Directors by a majority
vote of a quorum of Disinterested Directors, (ii) Independent Legal Counsel, if
either (A) a quorum of Disinterested Directors is not obtainable or (B) a
majority vote of a quorum of Disinterested Directors otherwise so directs or
(iii) the shareholders of the Company (if submitted by the Board of Directors)
but shares of stock owned by or voted under the control of any Indemnitee who is
at the time party to the proceeding may not be voted. If a Determination is made
that Indemnitee is entitled to indemnification, payment to Indemnitee shall be
made within 10 days after such Determination.

               4.2.3. If no Determination is made within 60 days after receipt
by the Company of a request for indemnification by Indemnitee pursuant to
Section 4.2.1, a Determination shall be deemed to have been made that Indemnitee
is entitled to the requested indemnification (and the Company shall pay the
related Losses and Expenses no later than 10 days after the expiration of such
60-day period), except where such indemnification is not lawful; provided,
however, that (a) such 60-day period may be extended for a reasonable time, not
to exceed an additional 30 days, if the Person or Persons making the
Determination in good faith require such additional time for obtaining or
evaluating the documentation and information relating thereto; and (b) the
foregoing provisions of this Section 4.2.3 shall not apply (i) if the
Determination is to be made by the shareholders of the Company and if (A) within
15 days after receipt by the Company of the request by Indemnitee pursuant to
Section 4.2.1 the Board of Directors has resolved to submit such Determination
to the shareholders at an annual meeting of the shareholders to be held within
75 days after such receipt, and such Determination is made at such annual
meeting, or (B) a special meeting of shareholders is called within 15 days after
such receipt for the purpose of making such Determination, such meeting is held
for such purpose within 60 days after having been so called and such
Determination is made at such special meeting, or (ii) if the Determination is
to be made by Independent Legal Counsel.




                                        7


<PAGE>   8



         Section 5. D & 0 Insurance.

         5.1. Current Policies. The Company hereby represents and warrants to
Indemnitee that Exhibit 1 contains a complete and accurate description of the
D&O Insurance and that such insurance is in full force and effect.

         5.2. Continued Coverage. The Company shall maintain, to the extent
practicable, the D&O Insurance for so long as this Agreement remains in effect.
The Company shall cause the D&O Insurance to cover Indemnitee, in accordance
with its terms and at all times such insurance is in effect, to the maximum
extent of the coverage provided thereby for any director or officer of the
Company.

         5.3. Indemnification. In the event of any reduction in, or cancellation
of, the D&O Insurance (whether voluntary or involuntary on behalf of the
Company), the Company shall, and hereby agrees to, indemnify and hold Indemnitee
harmless against any Losses or Expenses which Indemnitee is or becomes obligated
to pay as a result of the Company's failure to maintain the D&O Insurance in
effect in accordance with the provisions of Section 5.2, to the fullest extent
permitted by applicable law, notwithstanding any provision of the Charter or the
Bylaws of the Company, or any other agreement now or hereafter in effect
relating to indemnification for Covered Events. The indemnification available
under this Section 5.3 is in addition to all other obligations of
indemnification of the Company under this Agreement and shall be the only remedy
of Indemnitee for a breach by the Company of its obligations set forth in
Section 5.2.

         Section 6. Subrogation. In the event of any payment under this
Agreement to or on behalf of Indemnitee, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee against
any Person other than the Company or Indemnitee in respect of the Claim giving
rise to such payment. Indemnitee shall execute all papers reasonably required
and shall do everything reasonably necessary to secure such rights, including
the execution of such documents reasonably necessary to enable the Company
effectively to bring suit to enforce such rights.

         Section 7. Notification and Defense of Claims.

         7.1. Notice by Indemnitee. Indemnitee shall give notice in writing to
the Company as soon as practicable after Indemnitee becomes aware of any Claim
with respect to which indemnification will or could be sought under this
Agreement; provided the failure of Indemnitee to give such notice, or any delay
in giving such notice, shall not relieve the Company of its obligations under
this Agreement except to the extent the Company is actually prejudiced to any
such failure or delay.

         7.2. Insurance. The Company shall give prompt notice of the
commencement of any Claim relating to Covered Events to the insurers on the D&O
Insurance, if any, in accordance with the procedures set forth in the respective
policies in favor of Indemnitee. The Company shall




                                        8


<PAGE>   9


thereafter take all necessary action to cause such insurers to pay, on behalf of
Indemnitee, all amounts payable as a result of such Claims in accordance with
the terms of such policies.

         7.3. Defense.

              7.3.1. In the event any Claim relating to Covered Events is by or
in the right of the Company, Indemnitee may, at the option of Indemnitee, either
control the defense thereof or accept the defense provided under the D&O
Insurance; provided, however, that Indemnitee may not control the defense if
such decision would jeopardize the coverage provided by the D&O Insurance, if
any, to the Company or the other directors and officers covered thereby.

              7.3.2. In the event any Claim relating to Covered Events is other
than by or in the right of the Company, Indemnitee may, at the option of
Indemnitee, either control the defense thereof, require the Company to defend or
accept the defense provided under the D&O Insurance; provided, however, that
Indemnitee may not control the defense or require the Company to defend if such
decision would jeopardize the coverage provided by the D&O Insurance to the
Company or the other directors and officers covered thereby. In the event that
Indemnitee requires the Company to so defend, or in the event that Indemnitee
proceeds under the D&O Insurance but Indemnitee determines that such insurers
under the D&O Insurance are unable or unwilling to adequately defend Indemnitee
against any such Claim, the Company shall promptly undertake to defend any such
Claim, at the Company's sole cost and expense, utilizing counsel of Indemnitee's
choice who has been approved by the Company. If appropriate, the Company shall
have the right to participate in the defense of any such Claim.

              7.3.3. In the event the Company shall fail, as required by any
election by Indemnitee pursuant to Section 7.3.2, timely to defend Indemnitee
against any such Claim, Indemnitee shall have the right to do so, including
without limitation, the right (notwithstanding Section 7.3.4) to make any
settlement thereof, and to recover from the Company, to the extent otherwise
permitted by this Agreement, all Expenses and Losses paid as a result thereof.

              7.3.4. The Company shall have no obligation under this Agreement
with respect to any amounts paid or to be paid in settlement of any Claim
without the express prior written consent of the Company to any related
settlement. In no event shall the Company authorize any settlement imposing any
liability or other obligations on Indemnitee without the express prior written
consent of Indemnitee. Neither the Company nor Indemnitee shall unreasonably
withhold consent to any proposed settlement.




                                        9


<PAGE>   10

         Section 8. Determinations and Related Matters.

         8.1. Presumptions.

              8.1.1. If a Change in Control shall have occurred, Indemnitee
shall be entitled to a rebuttable presumption that Indemnitee is entitled to
indemnification under this Agreement and the Company shall have the burden of
proof in rebutting such presumption.

              8.1.2. The termination of any claim by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of nolo
contendere or its equivalent, shall not adversely affect either the right of
Indemnitee to indemnification under this Agreement or the presumptions to which
Indemnitee is otherwise entitled pursuant to the provisions of this Agreement
nor create a presumption that Indemnitee did not meet any particular standard of
conduct or that a court has determined that indemnification is not permitted by
applicable law.

         8.2. Appeals; Enforcement.

              8.2.1. In the event that (a) a Determination is made that
Indemnitee shall not be entitled to indemnification under this Agreement, (b)
any Determination to be made by Independent Legal Counsel is not made within 90
days of receipt by the Company of a request for indemnification pursuant to
Section 4.2.1 or (c) the Company fails to otherwise perform any of its
obligations under this Agreement (including, without limitation, its obligation
to make payments to Indemnitee following any Determination made or deemed to
have been made that such payments are appropriate), Indemnitee shall have the
right to commence a Claim in any court of competent jurisdiction, as
appropriate, to seek a Determination by the court, to challenge or appeal any
Determination which has been made, or to otherwise enforce this Agreement. If a
Change of Control shall have occurred, Indemnitee shall have the option to have
any such Claim conducted by a single arbitrator pursuant to the rules of the
American Arbitration Association. Any such judicial proceeding challenging or
appealing any Determination shall be deemed to be conducted de novo and without
prejudice by reason of any prior Determination to the effect that Indemnitee is
not entitled to indemnification under this Agreement. Any such Claim shall be at
the sole expense of Indemnitee except as provided in Section 9.3.

              8.2.2. If a Determination shall have been made or deemed to have
been made pursuant to this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such Determination in any
judicial proceeding or arbitration commenced pursuant to this Section 8.2,
except if such indemnification is unlawful.

              8.2.3. The Company shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section 8.2 that
the procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement. The




                                       10


<PAGE>   11

Company hereby consents to service of process and to appear in any judicial or
arbitration proceedings and shall not oppose Indemnitee's right to commence any
such proceedings.

         8.3. Procedures. Indemnitee shall cooperate with the Company and with
any Person making any Determination with respect to any Claim for which a claim
for indemnification under this Agreement has been made, as the Company may
reasonably require. Indemnitee shall provide to the Company or the Person making
any Determination, upon reasonable advance request, any documentation or
information reasonably available to Indemnitee and necessary to (a) the Company
with respect to any such Claim or (b) the Person making any Determination with
respect thereto.

         Section 9. Change in Control Procedures.

         9.1. Determinations. If there is a Change in Control, any Determination
to be made under Section 4 shall be made by Independent Legal Counsel selected
by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld). The Company shall pay the reasonable fees of the
Independent Legal Counsel and indemnify fully such Independent Legal Counsel
against any and all expenses (including attorneys' fees), claims, liabilities
and damages arising out of or relating to this Agreement or the engagement of
Independent Legal Counsel pursuant hereto.

         9.2. Establishment of Trust. Following the occurrence of any Potential
Change in Control, the Company, upon receipt of a written request from
Indemnitee, shall create a Trust (the "Trust") for the benefit of Indemnitee,
the trustee of which shall be a bank or similar financial institution with trust
powers chosen by Indemnitee. From time to time, upon the written request of
Indemnitee, the Company shall fund the Trust in amounts sufficient to satisfy
any and all Losses and Expenses reasonably anticipated at the time of each such
request to be incurred by Indemnitee for which indemnification may be available
under this Agreement. The amount or amounts to be deposited in the Trust
pursuant to the foregoing funding obligation shall be determined by mutual
agreement of Indemnitee and the Company or, if the Company and Indemnitee are
unable to reach such an agreement, or, in any event, if a Change in Control has
occurred, by Independent Legal Counsel. The terms of the Trust shall provide
that, except upon the prior written consent of Indemnitee and the Company, (a)
the Trust shall not be revoked or the principal thereof invaded, other than to
make payments to unsatisfied judgment creditors of the Company, (b) the Trust
shall continue to be funded by the Company in accordance with the funding
obligations set forth in this Section, (c) the Trustee shall promptly pay or
advance to Indemnitee any amounts to which Indemnitee shall be entitled pursuant
to this Agreement, and (d) all unexpended funds in the Trust shall revert to the
Company upon a Determination by Independent Legal Counsel (selected pursuant to
Section 9.1) or a court of competent jurisdiction that Indemnitee has been fully
indemnified under the terms of this Agreement. All income earned on the assets
held in the trust shall be reported as income by the Company for federal, state,
local and foreign tax purposes.




                                       11


<PAGE>   12

         9.3. Expenses. Following any Change in Control, the Company shall be
liable for, and shall pay the Expenses paid or incurred by Indemnitee in
connection with the making of any Determination (irrespective of the
determination as to Indemnitee's entitlement to indemnification) or the
prosecution of any Claim pursuant to Section 8.2, and the Company hereby agrees
to indemnify and hold Indemnitee harmless therefrom. If requested by counsel for
Indemnitee, the Company shall promptly give such counsel an appropriate written
agreement with respect to the payment of its fees and expenses and such other
matters as may be reasonably requested by such counsel.

         Section 10. Period of Limitations. No legal action shall be brought and
no cause of action shall be asserted by or in the right of the Company, any
Subsidiary, any Other Enterprise or any Affiliate of the Company against
Indemnitee or Indemnitee's spouse, heirs, executors, administrators or personal
or legal representatives after the expiration of two years from the date of
accrual of such cause of action, and any claim or cause of action of the
Company, any Subsidiary, any Other Enterprise or any Affiliate of the Company
shall be extinguished and deemed released unless asserted by the timely filing
of a legal action within such two-year period; provided, however, that if any
shorter period of limitations, whether established by statute or judicial
decision, is otherwise applicable to any such cause of action such shorter
period shall govern.

         Section 11. Contribution. If the indemnification provisions of this
Agreement should be unenforceable under applicable law in whole or in part or
insufficient to hold Indemnitee harmless in respect of any Losses and Expenses
incurred by Indemnitee, then for purposes of this Section 11, the Company shall
be treated as if it were, or was threatened to be made, a party defendant to the
subject Claim and the Company shall contribute to the amounts paid or payable by
Indemnitee as a result of such Losses and Expenses incurred by Indemnitee in
such proportion as is appropriate to reflect the relative benefits accruing to
the Company on the one hand and Indemnitee on the other and the relative fault
of the Company on the one hand and Indemnitee on the other in connection with
such Claim, as well as any other relevant equitable considerations. For purposes
of this Section 11 the relative benefit of the Company shall be deemed to be the
benefits accruing to it and to all of its directors, officers, employees and
agents (other than Indemnitee) on the one hand, as a group and treated as one
entity, and the relative benefit of Indemnitee shall be deemed to be an amount
not greater than the Indemnitee's compensation from the Company during the first
year in which the Covered Event forming the basis for the subject Claim was
alleged to have occurred. The relative fault shall be determined by reference
to, among other things, the fault of the Company and all of its directors,
officers, employees and agents (other than Indemnitee) on the one hand, as a
group and treated as one entity, and Indemnitee's and such group's relative
intent, knowledge, access to information and opportunity to have altered or
prevented the Covered Event forming the basis for the subject Claim.




                                       12


<PAGE>   13


         Section 12. Miscellaneous Provisions.

         12.1. Successors and Assigns, Etc.

               12.1.1. This Agreement shall be binding upon and inure to the
benefit of (a) the Company, its successors and assigns (including any direct or
indirect successor by merger, consolidation or operation of law or by transfer
of all or substantially all of its assets) and (b) Indemnitee and the heirs,
personal and legal representatives, executors, administrators or assigns of
Indemnitee.

               12.1.2. The Company shall not consummate any consolidation,
merger or other business combination, nor will it transfer 50% or more of its
assets (in one or a series of related transactions), unless the ultimate Parent
of the successor to the business or assets of the Company shall have first
executed an agreement, in form and substance satisfactory to Indemnitee, to
expressly assume all obligations of the Company under this Agreement and agree
to perform this Agreement in accordance with its terms, in the same manner and
to the same extent that the Company would be required to perform this Agreement
if no such transaction had taken place; provided that, if the Parent is not the
Company, the legality of payment of indemnity by the Parent shall be determined
by reference to the fact that such indemnity is to be paid by the Parent rather
than the Company.

         12.2. Severability. The provisions of this Agreement are severable. If
any provision of this Agreement shall be held by any court of competent
jurisdiction to be invalid, void or unenforceable, such provision shall be
deemed to be modified to the minimum extent necessary to avoid a violation of
law and, as so modified, such provision and the remaining provisions shall
remain valid and enforceable in accordance with their terms to the fullest
extent permitted by law.

         12.3. Rights Not Exclusive; Continuation of Right of Indemnification.
Nothing in this Agreement shall be deemed to diminish or otherwise restrict
Indemnitee's right to indemnification pursuant to any provision of the Charter
or Bylaws of the Company, any agreement, vote of shareholders or Disinterested
Directors, applicable law or otherwise. This Agreement shall be effective as of
the date first above written and continue in effect until no Claims relating to
any Covered Event may be asserted against Indemnitee and until any Claims
commenced prior thereto are finally terminated and resolved, regardless of
whether Indemnitee continues to serve as a director of the Company, any
Subsidiary or any Other Enterprise.

         12.4. No Employment Agreement. Nothing contained in this Agreement
shall be construed as giving Indemnitee any right to be retained in the employ
of the Company, any Subsidiary or any Other Enterprise.

         12.5. Subsequent Amendment. No amendment, termination or repeal of any
provision of the Charter or Bylaws of the Company, or any respective successors
thereto, or of any relevant provision of any applicable law, shall affect or
diminish in any way the rights of Indemnitee to




                                       13


<PAGE>   14

indemnification, or the obligations of the Company, arising under this
Agreement, whether the alleged actions or conduct of Indemnitee giving rise to
the necessity of such indemnification arose before or after any such amendment,
termination or repeal.

         12.6. Notices. Notices required under this Agreement shall be given in
writing and shall be deemed given when delivered in person or sent by certified
or registered mail, return receipt requested, postage prepaid. Notices shall be
directed to the Company at Three Landmark Square, Suite 400, Stamford,
Connecticut 06901, Attention: Chairman of the Board, and to Indemnitee at
____________________________________ (or such other address as either party may
designate in writing to the other).

         12.7. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Tennessee applicable to
contracts made and performed in such state without giving effect to the
principles of conflict of laws.

         12.8. Headings. The headings of the Sections of this Agreement are
inserted for convenience only and shall not be deemed to discriminate part of
this Agreement or to affect the construction thereof.

         12.9. Counterparts. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one instrument.

         12.10. Modification and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. No waiver of any of the provisions of this Agreement
shall constitute, or be deemed to constitute, a waiver of any other provisions
hereof (whether or not similar) nor shall any such waiver constitute a
continuing waiver.

         The parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.


                                       @plan.inc


                                       By:
                                          -------------------------------------
                                       Title:
                                             ----------------------------------


                                       INDEMNITEE

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

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





                                       14




<PAGE>   1
                                                                      Exhibit 11

                         COMPUTATION OF LOSS PER SHARE

<TABLE>
<CAPTION>
                                  Period from
                                 Inception (May        Year Ended
                                  29, 1996) to         December 31,              
                                  December 31,  --------------------------
                                     1996          1997           1998     
                                   ---------    -----------    -----------
<S>                                <C>          <C>            <C>
Basic and diluted
  loss per share:
     Net loss....................  $(660,638)   $(2,813,939)   $(1,870,879)
     Weighted average
       shares outstanding........    900,000        900,000        901,993
                                   ---------    -----------    -----------
          Loss per share.........  $   (0.73)   $     (3.13)   $     (2.07)
                                   =========    ===========    ===========
</TABLE>

<PAGE>   1
                                                                    Exhibit 23.1


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To @plan.inc:

As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made a part of this
registration statement.

                                        /s/ Arthur Andersen LLP

New York, New York
March 11, 1999


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the December
31, 1998 financial statements of @plan.inc and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                       3,682,576
<SECURITIES>                                         0
<RECEIVABLES>                                1,766,003
<ALLOWANCES>                                  (80,000)
<INVENTORY>                                          0
<CURRENT-ASSETS>                             5,469,787
<PP&E>                                         228,685
<DEPRECIATION>                               (111,044)
<TOTAL-ASSETS>                               6,026,481
<CURRENT-LIABILITIES>                        1,753,716
<BONDS>                                              0
                        9,582,802
                                          0
<COMMON>                                         8,001
<OTHER-SE>                                 (5,318,038)
<TOTAL-LIABILITY-AND-EQUITY>                 6,026,481
<SALES>                                      3,108,356
<TOTAL-REVENUES>                             3,108,356
<CGS>                                        2,360,042
<TOTAL-COSTS>                                2,360,042
<OTHER-EXPENSES>                             2,797,778
<LOSS-PROVISION>                                80,000
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                            (1,857,660)
<INCOME-TAX>                                    13,219
<INCOME-CONTINUING>                        (1,870,879)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,870,879)
<EPS-PRIMARY>                                   (2.07)
<EPS-DILUTED>                                   (2.07)
        

</TABLE>


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