CMGI INC, S-4, 1999-12-03

CMGI INC
S-4, 1999-12-03
DIRECT MAIL ADVERTISING SERVICES

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<PAGE>

As filed with the Securities and Exchange Commission on December 3, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933

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CMGI, INC.
(Exact name of registrant as specified in its charter)

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Delaware 7331 04-2921333
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification Number)
of incorporation or Classification Code
organization) Number)

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100 Brickstone Square, Andover, Massachusetts 01810, (978) 684-3600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

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David S. Wetherell
Chairman of the Board, President and Chief Executive Officer
CMGI, Inc.
100 Brickstone Square
Andover, Massachusetts 01810
(978) 684-3600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

----------------
Copies to:
Mark G. Borden, Esq. Larry W. Sonsini, Esq.
Hale and Dorr LLP Blair W. Stewart, Jr., Esq.
60 State Street Wilson Sonsini Goodrich & Rosati, P.C.
Boston, Massachusetts 02109 650 Page Mill Road
Telephone: (617) 526-6000 Palo Alto, California 94306
Telecopy: (617) 526-5000 Telephone: (650) 493-9300
Telecopy: (650) 493-6811

----------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective and certain
other conditions under the Merger Agreement are met or waived.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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(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. [_]

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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed
Proposed maximum
Title of each class of maximum aggregate Amount of
securities to be Amount to be offering price offering registration
registered registered(1) per share(2) price(2) fee(3)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $.01
par value per
share........... 9,801,662 shares $147.00 $1,440,844,314 $380,383
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
</TABLE>
(1) Based upon the estimated maximum number of shares of common stock of the
Registrant issuable in the merger described herein in respect of (a)
outstanding shares of Flycast common stock and (b) options and warrants to
acquire Flycast common stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(f) under the Securities Act of 1933, as
amended, and based upon the average of the high and low sale prices of the
Registrant's common stock as reported on the Nasdaq National Market on
November 26, 1999.
(3) Pursuant to Rule 457(b) under the Securities Act, $185,278 of the
registration fee was paid as of November 19, 1999 in connection with the
filing of preliminary proxy materials.

----------------
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>

Flycast Communications Corporation

December 7, 1999

Dear Flycast Communications Corporation Stockholders:

I am writing to you today about our proposed merger with CMGI. This merger
will create a combined company offering a broad set of solutions for Internet
advertising and direct marketing.

In the merger, each share of Flycast common stock will be exchanged for
0.4738 shares of CMGI common stock. Based on the number of shares of Flycast
common stock and options and warrants to purchase Flycast common stock
outstanding as of December 1, 1999, CMGI expects to issue a total of
approximately 9,406,800 shares of CMGI common stock and options and warrants to
purchase shares of CMGI common stock in the merger. CMGI common stock is traded
on the Nasdaq National Market under the trading symbol "CMGI," and closed at
$156.13 per share on December 2, 1999. The merger is described more fully in
this proxy statement/prospectus.

You will be asked to vote upon the merger agreement with CMGI and the merger
at a special meeting of Flycast stockholders to be held on Thursday, January
13, 2000, at 10:00 a.m., local time, at the W Hotel, 181 3rd Street, San
Francisco, California 94103. The merger cannot be consummated unless the
holders of a majority of the shares of Flycast common stock approve the merger.
Only stockholders who hold shares of Flycast common stock at the close of
business on December 1, 1999 will be entitled to vote at the special meeting.

We are very excited by the opportunities we envision for the combined
company. Your board of directors has determined that the terms and conditions
of the merger are fair to you and in your best interests, and has unanimously
recommended that you approve the merger agreement and the merger.

This proxy statement/prospectus provides detailed information about CMGI and
the merger. Please give all of this information your careful attention. In
particular, you should carefully consider the discussion in the section
entitled "Risk Factors" beginning on page 7 of this proxy statement/prospectus.

Your vote is very important regardless of the number of shares you own. To
vote your shares, you may use the enclosed proxy card or attend the special
stockholders meeting in person. To approve the merger agreement and the merger,
you MUST vote "FOR" the proposal by following the instructions stated on the
enclosed proxy card. If you do not vote at all, your non-vote will, in effect,
count as a vote against the merger agreement and the merger. We urge you to
vote FOR this proposal. The approval of this proposal is a necessary step in
the merger of Flycast and CMGI.

Sincerely,

/s/ George R. Garrick
George R. Garrick
Chief Executive Officer

This proxy statement/prospectus is being furnished to Flycast stockholders
in connection with the solicitation of proxies by Flycast's management for use
at the special meeting of Flycast stockholders to be held at 10:00 a.m., local
time, on Thursday, January 13, 2000, at the W Hotel, 181 3rd Street, San
Francisco, California 94103, and at any adjournment of the special meeting.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of this transaction or the CMGI
common stock to be issued in the merger, or determined that this proxy
statement/prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.

This proxy statement/prospectus is dated December 7, 1999, and was first
mailed to Flycast stockholders on or about December 9, 1999.

<PAGE>

[FLYCAST LOGO APPEARS HERE]
FLYCAST COMMUNICATIONS CORPORATION
181 Fremont Street
San Francisco, California 94105
(415) 977-1000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JANUARY 13, 2000

We will hold a special meeting of stockholders of Flycast at 10:00 a.m.,
local time, on January 13, 2000 at the W Hotel, 181 3rd Street, San Francisco,
California 94103.

1. To consider and vote upon a proposal to approve and adopt the
Agreement and Plan of Merger, dated as of September 29, 1999, by and among
CMGI, Inc., Freemont Corporation and Flycast Communications Corporation,
and the merger, under which Flycast will become a wholly owned subsidiary
of CMGI and each outstanding share of Flycast common stock will be
converted into the right to receive 0.4738 shares of CMGI common stock; and

2. To transact such other matters which may properly come before the
special meeting or any and all adjournment(s) thereof.

Only Flycast stockholders of record at the close of business on December 1,
1999 are entitled to notice of and to vote at the special meeting or any
adjournment of the special meeting.

Your vote is important regardless of the number of shares you own. To ensure
that your shares are represented at the special meeting, we urge you to
complete, date and sign the enclosed proxy card and mail it promptly in the
postage-paid envelope provided whether or not you plan to attend the
special meeting in person. You may revoke your proxy in the manner described in
this proxy statement/ prospectus at any time before it has been voted at the
special meeting. You may vote in person at the special meeting even if you have
returned a proxy.

By Order of the Board of Directors

/s/ Thomas L. Marcus
Thomas L. Marcus
Executive Vice President and
Secretary

San Francisco, California
December 7, 1999
<PAGE>

[CMGI LOGO]
[FLYCAST LOGO]

CMGI, Inc. Flycast Communications Corporation
100 Brickstone Square 181 Fremont Street
Andover, Massachusetts 01810 San Francisco, California 94105

Proxy Statement/Prospectus

This proxy statement/prospectus is the prospectus of CMGI, Inc. with respect
to the issuance by CMGI of approximately 9,406,800 shares of CMGI common stock
and options and warrants to purchase shares of CMGI common stock in connection
with the Agreement and Plan of Merger among CMGI, Freemont Corporation, a
wholly owned subsidiary of CMGI, and Flycast Communications Corporation. This
merger agreement provides for the merger of Flycast with Freemont. Following
the merger, Flycast will be a wholly owned subsidiary of CMGI.

This proxy statement/prospectus is the proxy statement of Flycast and is
being furnished to the stockholders of Flycast in connection with the special
meeting of Flycast stockholders to be held on Thursday, January 13, 2000 at
10:00 a.m., local time, at the W Hotel, 181 3rd Street, San Francisco,
California 94103.

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 disclosure document. Any representation to the
contrary is a criminal offense.

The date of this proxy statement/prospectus is December 7, 1999.
<PAGE>

TABLE OF CONTENTS

<TABLE>
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Page
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<S> <C>
QUESTIONS AND ANSWERS ABOUT THE MERGER.................................... i

SUMMARY................................................................... 1

RISK FACTORS.............................................................. 7
Risks Relating to the Merger............................................ 7
Risks Relating to CMGI's Business....................................... 10
Risks Relating to Flycast's Business.................................... 16

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS................ 26

SELECTED HISTORICAL CONDENSED CONSOLIDATED AND UNAUDITED PRO FORMA
FINANCIAL INFORMATION.................................................... 28
CMGI Selected Historical Condensed Consolidated Financial Information... 28
Flycast's Selected Historical Condensed Consolidated Financial
Information............................................................ 29
Selected Unaudited Pro Forma Condensed Combined Financial Information... 30

COMPARATIVE PER SHARE DATA................................................ 31

MARKET PRICE INFORMATION.................................................. 32
CMGI Market Price Information........................................... 32
Flycast Market Price Information........................................ 32
Recent Closing Prices................................................... 33
Dividends............................................................... 33

THE SPECIAL MEETING....................................................... 34
Date, Time and Place.................................................... 34
Matters to be Considered at the Special Meeting......................... 34
Record Date............................................................. 34
Voting and Revocation of Proxies........................................ 34
Vote Required........................................................... 35
Quorum; Abstentions and Broker Non-Votes................................ 35
You Do Not Have Appraisal Rights........................................ 35
Solicitation of Proxies and Expenses.................................... 35
Board Recommendation.................................................... 35

THE MERGER................................................................ 37
Background of the Merger................................................ 37
CMGI's Reasons for the Merger........................................... 40
Flycast's Reasons for the Merger; Recommendation of the Flycast Board of
Directors.............................................................. 41
Opinion of Financial Advisor to Flycast................................. 44
Interests of Financial Advisor to Flycast in the Merger................. 48
Interests of Executive Officers and Directors of Flycast in the Merger.. 49
Treatment of Flycast Common Stock....................................... 50
Accounting Treatment of the Merger...................................... 50
Regulatory Approvals.................................................... 50
Material United States Federal Income Tax Considerations................ 50
Nasdaq National Market Quotation........................................ 52
Resales of CMGI Common Stock Issued in Connection with the Merger;
Affiliate Agreements; Lock-up Agreements............................... 52
No Appraisal Rights..................................................... 52
Delisting and Deregistration of Flycast's Common Stock Following the
Merger................................................................. 52
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Page
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<S> <C>
THE MERGER AGREEMENT..................................................... 53
General................................................................ 53
The Exchange Ratio and Treatment of Flycast Common Stock............... 53
Treatment of Unvested Restricted Stock of Flycast...................... 53
Treatment of Flycast Stock Options..................................... 53
Exchange of Certificates............................................... 54
Representations and Warranties......................................... 54
Certain Covenants...................................................... 55
Conditions to Obligations to Effect the Merger......................... 58
Termination; Expenses and Termination Fees............................. 59
Amendment.............................................................. 60

OTHER AGREEMENTS......................................................... 61
Stock Option Agreement................................................. 61
Stockholder Agreement.................................................. 62

DESCRIPTION OF FLYCAST'S BUSINESS........................................ 63
Overview............................................................... 63
The Flycast Network.................................................... 63
Strategy............................................................... 63
Products and Services.................................................. 64
Technology and Operations.............................................. 66
Sales, Marketing and Customer Service.................................. 67
Competition............................................................ 67
Employees.............................................................. 68

FLYCAST MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS................................................... 69
Overview............................................................... 69
Recent Developments.................................................... 70
Results of Operations.................................................. 70
Three and Nine Month Periods Ended September 30, 1998 and 1999......... 71
Years Ended December 31, 1996, 1997 and 1998........................... 72
Liquidity and Capital Resources........................................ 73
Year 2000 Compliance................................................... 73

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS.............. 76
Unaudited Pro Forma Condensed Combined Balance Sheet................... 77
Unaudited Pro Forma Condensed Combined Statement of Operations......... 78
Notes to the Unaudited Pro Forma Condensed Combined Financial
Information........................................................... 79

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT OF CMGI.. 82

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT OF
FLYCAST................................................................. 84

COMPARISON OF STOCKHOLDER RIGHTS......................................... 86
Capitalization......................................................... 86
Voting Rights.......................................................... 86
Number and Classification of Directors................................. 87
Removal of Directors................................................... 87
</TABLE>
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<TABLE>
<CAPTION>
Page
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<S> <C>
Filling Vacancies on the Board of Directors.............................. 87
Charter Amendments....................................................... 88
Amendments to By-Laws.................................................... 88
Notice of Stockholder Actions............................................ 88
Right to Call Special Meeting of Stockholders............................ 89
Dividends and Distributions.............................................. 89
Redemption............................................................... 89
Liquidation.............................................................. 90

STOCKHOLDER PROPOSALS...................................................... 91

LEGAL MATTERS.............................................................. 91

EXPERTS.................................................................... 91

WHERE YOU CAN FIND MORE INFORMATION........................................ 91

FINANCIAL STATEMENTS OF FLYCAST............................................ F-1

INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF FLYCAST....................... S-1
</TABLE>

ANNEXES

A. AGREEMENT AND PLAN OF MERGER
Exhibit A Form of Company Stock Option Agreement
Exhibit B Form of Stockholder Agreement
Exhibit C-1 Form of Employee Lock-up
Exhibit C-2 Form of Stockholder Lock-up
Exhibit D Form of Company Affiliate Agreement

B. OPINION OF DEUTSCHE BANK SECURITIES INC.
<PAGE>

QUESTIONS AND ANSWERS ABOUT THE MERGER
Q: Why are the companies proposing to merge?

A: CMGI and Flycast are proposing to merge because we believe the resulting
combination will create a stronger, more competitive company capable of
achieving greater financial strength, operational efficiencies, earning
power and growth potential than either company would have on its own.

We believe that Flycast's technology will complement the technology of
CMGI's current network of Internet marketing and advertising companies,
which includes Engage Technologies, Inc. and ADSmart Corporation, and
consequently strengthen CMGI's position to offer a complete advertising
network solution for both advertisers and Web publishers. We also believe
that Flycast will be able to continue to expand its customer base by
providing services to many of the companies affiliated with CMGI.

Q: How will these two companies merge?

A: CMGI and Flycast will combine under a merger agreement providing that a
wholly owned subsidiary of CMGI will merge with and into Flycast, with
Flycast surviving the merger as a wholly owned subsidiary of CMGI.

Q: What will I receive in the merger?

A: If the merger is completed, you will receive 0.4738 shares of CMGI common
stock for each share of Flycast common stock that you own. CMGI will not
issue fractional shares of its common stock. Instead, you will receive
cash, without interest, based on the average of the last reported sales
prices of CMGI common stock on the Nasdaq National Market during the ten
consecutive trading days ending on and including the last trading day prior
to the day on which the merger is completed.

On September 29, 1999, the last full trading day before the public
announcement of the proposed merger, the last reported sale price of CMGI
common stock on the Nasdaq National Market was $100.31 per share. On
December 2, 1999, the most recent practicable date prior to the printing of
this proxy statement/prospectus, the last reported sale price of CMGI
common stock on the Nasdaq National Market was $156.13 per share.

Q: CMGI has announced that it is acquiring several companies, including
AdForce, Inc. How will those proposed acquisitions affect CMGI's proposed
merger with Flycast?

A: CMGI's proposed acquisitions of other companies, including AdForce, will
not affect the consummation of the proposed merger with Flycast. The
consummation of the other acquisitions is not a condition to the
consummation of CMGI's merger with Flycast.

Q: When do you expect to complete the merger of CMGI and Flycast?

A: We are working to complete the merger as quickly as possible. We expect to
complete the merger promptly following the special meeting. If necessary or
desirable, CMGI and Flycast may agree to complete the merger at a later
date.

Q: What are the federal income tax consequences of the merger?

A: The merger is intended to qualify as a tax-free reorganization under the
Internal Revenue Code. Accordingly, no gain or loss will generally be
recognized by CMGI, Flycast or the transitory subsidiary as a result of the
merger. Additionally, no gain or loss will be recognized by Flycast
stockholders to the extent they receive shares of CMGI common stock in the
merger. In general, however, Flycast stockholders will recognize taxable
gain to the extent they receive cash in the merger. Flycast stockholders
should consult their tax advisors for a full understanding of the tax
consequences of the merger.

Q: Who must approve the merger?

A: In addition to the approvals by the CMGI board of directors and the Flycast
board of directors, each of which has already been obtained, the merger
agreement and the merger must be approved by Flycast stockholders. On
November 23, 1999, early termination of the waiting period under the Hart-
Scott-Rodino Act was granted.

i
<PAGE>

Q: What stockholder vote is required to approve the merger agreement and the
merger?

A: A majority of the outstanding shares of Flycast common stock entitled to
vote constitutes a quorum for the Flycast special meeting. The affirmative
vote of the holders of at least a majority of the outstanding shares of
Flycast common stock is required to approve the merger agreement and the
merger.

Q: Does the Flycast board of directors recommend approval of the merger
agreement and the merger?

A: Yes. After careful consideration, the Flycast board of directors
unanimously recommends that its stockholders vote in favor of the merger
agreement and the merger. For a more complete description of the
recommendation of the Flycast board of directors, see the section entitled
"The Merger--Flycast's Reasons for the Merger; Recommendation of the
Flycast Board of Directors" on page 41.

Q: What do I need to do now?

A: We urge you to read this proxy statement/ prospectus, including its
annexes, carefully, and to consider how the merger will affect you as a
stockholder. You also may want to review the documents referenced under
"Where You Can Find More Information" on page 91.

Q: How do I vote?

A: You may indicate how you want to vote on your proxy card and then sign and
mail your proxy card in the enclosed return envelope as soon as possible so
that your shares will be represented at the Flycast special meeting. You
may also attend the special meeting and vote in person instead of
submitting a proxy.

If you fail either to return your proxy card or to vote in person at the
special meeting, or if you mark your proxy "abstain," the effect will be a
vote against the merger agreement and the merger. If you sign and send in
your proxy without indicating how you want to vote, your proxy will be
counted as a vote for the merger agreement and the merger unless your
shares are held in a brokerage account.

Q: If my shares are held in a brokerage account, will my broker vote my shares
for me?

A: Your broker will not be able to vote your shares without instructions from
you on how to vote. Therefore, it is important that you follow the
directions provided by your broker regarding how to instruct your broker to
vote your shares. If you fail to provide your broker with instructions, it
will have the same effect as a vote against the merger agreement and the
merger.

Q: May I change my vote after I have mailed in my signed proxy card?

A: You may change your vote at any time before the vote takes place at the
Flycast special meeting. To do so, you may either complete and submit a
later dated proxy card or send a written notice stating that you would like
to revoke your proxy. In addition, you may attend the special meeting and
vote in person. However, if you elect to vote in person at the special
meeting and your shares are held by a broker, bank or other nominee, you
must bring to the special meeting a letter from the broker, bank or other
nominee confirming your beneficial ownership of the shares.

Q: When and where is the Flycast special meeting?

A: The special meeting of Flycast stockholders will be held at 10:00 a.m.,
local time, on January 13, 2000 at the W Hotel, San Francisco, California.

Q: Should I send in my certificates now?

A: No. After we complete the merger, CMGI or its transfer agent will send
instructions to you explaining how to exchange your shares of Flycast
common stock for the appropriate number of shares of CMGI common stock.

Q: Who may I contact with any additional questions?

A: You may call Carolyn Bass or Jim Byers of Morgen Walke Associates, Inc.,
the investor relations firm for Flycast at (415) 439-4513.

Q: Are there any risks associated with the merger?

A: The merger does involve some risks. For a discussion of risk factors that
should be considered in evaluating the merger, see "Risk Factors" on page
7.

ii
<PAGE>

SUMMARY

This summary highlights selected information from this document and may not
contain all of the information that is important to you. To understand the
merger fully and for a more complete description of the legal terms of the
merger, you should read carefully this entire document and the documents to
which we have referred you. See "Where You Can Find More Information" on page
91. We have included page references parenthetically to direct you to a more
complete description of the topics in this summary.

The Companies

CMGI, Inc.
100 Brickstone Square
Andover, Massachusetts 01810
(978) 684-3600

CMGI develops and operates Internet and fulfillment services companies.
CMGI's Internet strategy includes the internal development and operation of
majority-owned subsidiaries as well as taking strategic positions in other
Internet companies that have demonstrated synergies with CMGI's core
businesses. CMGI's strategy also envisions and promotes opportunities for
synergistic business relationships among the Internet companies within its
portfolio. In addition, CMGI provides fulfillment services through three wholly
owned subsidiaries, SalesLink Corporation, InSolutions Incorporated and On-
Demand Solutions, Inc. SalesLink's services are also provided through its
subsidiary, Pacific Direct Marketing Corporation. CMGI's fulfillment services
offerings include product and literature fulfillment, supply chain management,
telemarketing, and outsourced e-business program management. Other than
references to a specific CMGI subsidiary, any reference to CMGI includes its
subsidiaries.

Flycast Communications Corporation
181 Fremont Street, Suite 120
San Francisco, California 94105
(415) 977-1000

Flycast Communications Corporation is a leading provider of Web-based direct
response advertising solutions to advertisers. Flycast works closely with
advertisers to maximize the value of their advertising campaigns on the Web.
Flycast's advertiser customers are primarily companies selling goods and
services over the Internet, direct marketing agencies, or other advertisers who
are interested in driving Web users towards specific actions, including
clicking on advertisements, registering their names or other information, or
buying products. Flycast offers its customers direct response solutions that
include widespread placement of advertisements over the Web, prices that
minimize their cost per action and continuous improvement and optimization of
their campaign through the application of technology and through the services
of Flycast's trained staff.

The Merger

Through the merger, Flycast will become a wholly owned subsidiary of CMGI.
Flycast stockholders will receive CMGI common stock in exchange for their
shares of Flycast common stock. The merger agreement is attached to this proxy
statement/prospectus as Annex A. We encourage you to read the merger agreement
as it is the legal document that governs the merger.

Vote Required
(Page 35)

Approval of the merger agreement and the merger requires the vote of a
majority of the outstanding shares of Flycast common stock. Flycast's directors
and executive officers and their affiliates held 26.4% of the outstanding
shares of Flycast common stock on September 30, 1999.

Holders of Flycast common stock, who on September 30, 1999 collectively
beneficially held approximately 40.6% of the outstanding voting power of
Flycast, have already agreed to vote in favor of the merger agreement.

Flycast Recommendation to Stockholders
(Page 35)

The Flycast board of directors unanimously voted to approve the merger
agreement and the merger. The Flycast board of directors believes that the
merger is advisable and in your best interest and

1
<PAGE>

unanimously recommends that you vote FOR the proposal to approve the merger
agreement and the merger.

What Holders of
Flycast Common Stock Will Receive
(Page 50)

Each share of Flycast common stock will be exchanged for 0.4738 shares of
CMGI common stock.

CMGI will not issue fractional shares of CMGI common stock in connection
with the merger. Instead, CMGI will pay cash, without interest, for any
fractional shares.

Based on 15,260,089 shares of Flycast common stock outstanding on September
29, 1999, the day the merger agreement was entered into, CMGI estimates that
Flycast stockholders will receive approximately 7,230,000 shares of CMGI common
stock in the merger.

Conditions to the Merger
(Page 58)

The completion of the merger depends upon meeting a number of conditions,
including:

. the approval of Flycast stockholders;

. the approval of the listing on the Nasdaq National Market of the CMGI common
stock to be issued to Flycast stockholders in the merger;

. the receipt of legal opinions regarding the treatment of the merger as a
tax-free reorganization; and

. other customary contractual conditions specified in the merger agreement.

Certain of the conditions to the merger may be waived by the party entitled
to assert the condition.

No Solicitation by Flycast
(Page 57)

With certain exceptions and subject to applicable fiduciary duties to
stockholders of the Flycast board of directors to recommend a superior proposal
to Flycast stockholders, Flycast has agreed that neither it nor any of its
subsidiaries will (1) solicit, initiate or encourage any proposal that might
lead to an alternative transaction, (2) enter into discussions or negotiations
concerning, or provide any non-public information to a third party relating to
an alternative transaction or (3) agree to recommend an alternative transaction
to the Flycast stockholders. Flycast has further agreed to cause each of its
officers, directors, employees, financial advisors, representatives and agents,
as well as the officers, directors, employees, financial advisors,
representatives and agents of its subsidiaries, not to take any of these
actions.

Additionally, Flycast may comply with the Securities and Exchange
Commission's tender offer requirements with respect to an alternative
transaction.

Termination of the Merger Agreement
(Page 59)

CMGI and Flycast can mutually agree to terminate the merger agreement
without completing the merger, and either CMGI or Flycast can terminate the
merger agreement upon the occurrence of a number of events, including:

. the other party breaches any material representation, warranty or covenant
in the merger agreement and fails to cure the breach within 45 days of
receiving notice of the breach;

. the merger is not completed by April 30, 2000; or

. Flycast stockholders do not approve the merger agreement and the merger at a
special meeting of Flycast stockholders.

In addition, CMGI can terminate the merger agreement upon the occurrence of
a number of events, including:

. the Flycast board of directors fails to recommend approval of the merger
agreement and the merger to the Flycast stockholders or withdraws or
modifies its recommendation;

. the Flycast board of directors fails to reconfirm its recommendation of the
merger agreement and the merger to Flycast stockholders within five business
days after CMGI requests that it do so;

2
<PAGE>

. the Flycast board of directors approves or recommends to Flycast
stockholders an alternative transaction with a third party meeting the
requirements set forth in the merger agreement;

. a third party, other than CMGI or an affiliate of CMGI, commences a tender
offer or exchange offer for the outstanding shares of Flycast common stock
and the Flycast board of directors recommends that Flycast stockholders
tender their shares in such tender or exchange offer, or within ten days
after such tender or exchange offer is commenced, the Flycast board of
directors fails to recommend that Flycast stockholders reject the offer or
takes no position with respect to the offer; or

. for any reason, Flycast fails to call and hold the special meeting by April
29, 2000.

Termination Fees
(Page 60)

Flycast must pay CMGI a termination fee of $20 million if CMGI terminates
the merger agreement upon the occurrence of a number of events, including:

. the Flycast board of directors fails to recommend approval of the merger
agreement and the merger to Flycast stockholders or withdraws or modifies
its recommendation;

. the Flycast board of directors fails to reconfirm its recommendation of the
merger agreement and the merger to Flycast stockholders within five
business days after CMGI requests that it do so;

. the Flycast board of directors approves or recommends to Flycast
stockholders an alternative transaction with a third party meeting the
requirements set forth in the merger agreement;

. for any reason, Flycast fails to call and hold the special meeting by April
29, 2000; or

. there has been a breach of any representation, warranty or covenant of the
merger agreement by Flycast, which breach causes specified conditions to
CMGI's obligation to effect the merger to not be satisfied, such as the
condition relating to Flycast being year 2000 compliant, and is not cured
within 45 days after Flycast receives a written notice of the breach from
CMGI.

Additionally, Flycast must pay CMGI up to $500,000 as reimbursement for the
costs incurred by CMGI related to the merger if CMGI terminates the merger
agreement in certain circumstances, including the failure of the merger to be
closed by April 30, 2000 because specified conditions to CMGI's obligation to
effect the merger, such as the condition relating to Flycast being year 2000
compliant, are not satisfied.

CMGI must pay Flycast a termination fee of $20 million if Flycast
terminates the merger agreement because of a breach of any representation,
warranty or covenant of the merger agreement by CMGI which is not cured within
45 days after CMGI receives a written notice of the breach from Flycast.
Additionally, CMGI must pay Flycast up to $500,000 as reimbursement for the
costs incurred by Flycast related to the merger if Flycast terminates the
merger agreement in certain circumstances.

Stock Option Agreement
(Page 61)

In connection with the merger agreement, CMGI and Flycast entered into a
stock option agreement, dated as of September 29, 1999. The option agreement
grants CMGI the right to purchase up to 3,036,750 shares of Flycast common
stock, constituting approximately 19.9% of Flycast's outstanding common stock,
at a price of $47.53 per share, subject to adjustment. However, CMGI may not
exercise this option to acquire more than 19.9% of the outstanding shares of
Flycast common stock.

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The option becomes exercisable only after CMGI terminates the merger agreement
under specified circumstances, including:

. the Flycast board of directors fails to recommend that Flycast stockholders
approve and adopt the merger agreement and the merger;

. the Flycast board of directors fails to reconfirm its recommendation of the
merger agreement and the merger to Flycast stockholders within five business
days after CMGI requests that it do so;

. the Flycast board of directors recommends that the Flycast stockholders
tender their shares in a tender or exchange offer commenced by a third party
or fails to recommend against it;

. Flycast fails to call and hold its stockholders meeting by April 29, 2000;
or

Once the option is exercisable, CMGI may exercise its option in whole or in
part, at any time or from time to time prior to its termination at the earliest
of:

. the time the merger becomes effective;

. termination of the merger agreement under circumstances that do not allow
CMGI to receive a termination fee;

. the amount of cash received by CMGI as a termination fee under the merger
agreement and from actual or potential sales of the shares of Flycast common
stock issuable upon exercise of the option exceeds $30 million; and

. 90 days after the merger agreement is terminated (this period will be
extended by 30 days if either CMGI cannot exercise its option or Flycast
cannot deliver to CMGI the shares of Flycast common stock purchased upon
exercise of the option because conditions to Flycast's obligation to deliver
the shares have not been met).

Opinion of Financial Advisor
(Page 44)

In deciding to approve the merger, the Flycast board of directors received
an opinion from its financial advisor, Deutsche Bank Securities Inc., that the
exchange ratio is fair, from a financial point of view, to the holders of
Flycast common stock. The full text of Deutsche Bank's opinion is attached as
Annex B to this proxy statement/prospectus and should be read carefully in its
entirety. Deutsche Bank's opinion is addressed to the Flycast board of
directors and does not constitute a recommendation to any Flycast stockholder
with respect to matters relating to the merger.

Interests of Financial Advisor
(Page 48)

Pursuant to an engagement letter dated August 11, 1999, Flycast has paid
Deutsche Bank a cash fee of $1.05 million and has agreed to pay an additional
cash fee of approximately $12.6 million upon consummation of the merger. This
fee will be based on a percentage of the aggregate value of the transaction.
Regardless of whether the merger is consummated, Flycast has agreed to
reimburse Deutsche Bank for reasonable fees and disbursements of its counsel
and reasonable travel and other out-of-pocket expenses. Flycast has also agreed
to indemnify Deutsche Bank and certain related persons to the full extent of
the law against certain liabilities, including liabilities under the federal
securities laws, arising out of its engagement or the merger.

Interests of Executive Officers and
Directors of Flycast in the Merger
(Page 49)

In considering the recommendation of the Flycast board of directors, you
should be aware of the interests that Flycast executive officers and directors
have in the merger. These include:

. the Flycast executive officers will receive retention and severance
benefits;

. the Flycast executive officers who together hold a total of 1,305,000 stock
options granted under Flycast's stock option plans will have the

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<PAGE>

benefit of accelerated vesting as described below in connection with the
merger; and

. Flycast officers and directors have customary rights to indemnification
against specified liabilities.

In considering the fairness of the merger to Flycast stockholders, the
Flycast board of directors took into account these interests. These interests
are different from and in addition to your and their interests as stockholders.
Flycast executive officers and directors have options to acquire Flycast common
stock that will be converted under the terms of Flycast's stock option plans
into options to acquire shares of CMGI common stock. As of September 30, 1999
the executive officers and directors of Flycast, and their respective
affiliates, held options for an aggregate of 2,065,000 shares of Flycast common
stock, which options were vested to acquire 631,246 shares. Assuming the merger
is completed on January 13, 2000, these options will vest to acquire an
additional 92,184 shares of Flycast common stock upon completion of the merger.
These options will be converted in the merger into options to acquire
approximately 43,676 shares of CMGI common stock. In addition, as of December
1, 1999, the record date, the executive officers and directors of Flycast, and
their respective affiliates, beneficially owned 4,026,057 shares of Flycast
common stock, of which 740,210 shares are subject to vesting. Assuming the
merger is completed on January 13, 2000, an additional 16,559 of these shares
will vest. These shares will be converted in the merger into approximately
7,845 shares CMGI common stock.

Accounting Treatment
(Page 50)

CMGI will account for the merger using the purchase method of accounting,
which means that the assets and liabilities of Flycast, including intangible
assets, will be recorded at their fair value and the results of operations of
Flycast will be included in CMGI's results from the date of acquisition.

Material United States Federal Income Tax Considerations
(Page 50)

We have structured the merger in order to qualify as a tax-free
reorganization under the Internal Revenue Code. It is our intention that no
gain or loss generally will be recognized by Flycast stockholders for federal
income tax purposes on the exchange of shares of Flycast common stock solely
for shares of CMGI common stock.

Tax matters are very complicated, and the tax consequences of the merger to
you will depend on the facts of your own situation. You should consult your tax
advisor for a full understanding of the tax consequences of the merger to you.

Flycast Stockholders Have No Appraisal Rights
(Page 52)

Under Delaware law, Flycast stockholders do not have appraisal rights.

Forward-Looking Statements May Prove Inaccurate
(Page 26)

We have made forward-looking statements in this proxy statement/prospectus
(and in documents that are incorporated by reference) that are subject to risks
and uncertainties. Forward-looking statements include the information
concerning possible or assumed future results of operations of CMGI. Also, when
we use words such as "believes," "expects," "anticipates" or similar
expressions, we are making forward-looking statements. Stockholders should note
that many factors could affect the future financial results of CMGI and
Flycast, and could cause these results to differ materially from those
expressed in our forward-looking statements. These factors include the
following:

. the risk that CMGI encounters greater than expected costs and difficulties
related to

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<PAGE>

combining Flycast's technology with the technology of CMGI's current network
of Internet advertising companies;

. changes in laws or regulations, including increased government regulation of
the Internet, and privacy related issues;

. increased competitive pressures from the issuance of patents and other
intellectual property to competitors of CMGI and Flycast;

. the risk that CMGI will be unable to retain certain Flycast employees if,
after the merger, some of the activities and management of Flycast moves
from the West Coast to the East Coast;

. the risk that CMGI will be unable to retain certain customers of Flycast who
may terminate their relationship with Flycast as a result of the merger
because they deem themselves competitors of CMGI; and

. the risk that our analyses of these risks and forces could be incorrect
and/or that the strategies developed to address them could be unsuccessful.

CMGI Market Price Information
(Page 32)

Shares of CMGI common stock are quoted on the Nasdaq National Market. On
September 29, 1999, the last full trading day prior to the public announcement
of the proposed merger, CMGI common stock closed at $100.31 per share. On
December 2, 1999, CMGI common stock closed at $156.13 per share.

Flycast Market Price Information
(Page 32)

Shares of Flycast common stock are also quoted on the Nasdaq National
Market. On September 29, 1999, the last full trading day prior to the public
announcement of the proposed merger, Flycast common stock closed at $38.00 per
share. On December 2, 1999, Flycast common stock closed at $71.94 per share.

Recent Developments

On September 20, 1999, CMGI entered into an agreement to acquire AdForce,
Inc., a leading provider of Web-based direct response advertising in a stock-
for-stock merger.

Under the terms of the AdForce agreement, CMGI will issue 0.262 shares of
CMGI common stock for each outstanding share of AdForce common stock. In
addition, all outstanding options and warrants to acquire shares of AdForce
common stock will be assumed by CMGI and converted at the 0.262 exchange ratio
into options and warrants to purchase CMGI common stock. Based on the number of
outstanding shares of AdForce common stock as of September 20, 1999, CMGI will
exchange approximately 5,200,000 shares of CMGI common stock for all the issued
and outstanding capital stock of AdForce.

Following the merger, AdForce will become a wholly owned subsidiary of CMGI.
CMGI and AdForce expect the merger will qualify as a tax-free reorganization.
CMGI will account for the merger with AdForce using the purchase method of
accounting. The merger is subject to a number of conditions, including approval
by AdForce stockholders. CMGI anticipates that the AdForce merger will be
consummated during the first calendar quarter of 2000.

The primary effects of this merger will be dilution of former Flycast
stockholders' share ownership of CMGI, consolidation of AdForce's profits and
losses by CMGI in CMGI's statements of operations and increased costs
associated with the integration of AdForce into CMGI. Based on the number of
shares of CMGI issued and outstanding as of December 1, 1999, immediately after
the acquisition of Flycast, assuming the AdForce merger has not yet been
completed, and further assuming the exercise of all outstanding Flycast
options, Flycast stockholders would own approximately 7.0% of CMGI. Based on
the number of shares of CMGI issued and outstanding as of December 1, 1999,
after the acquisition of Flycast, and, assuming the AdForce merger has also
been completed, and further assuming the exercise of all outstanding Flycast
and AdForce options and warrants, Flycast stockholders would own approximately
6.7% of CMGI.

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<PAGE>

RISK FACTORS

You should carefully consider the following risk factors before you decide
whether to vote to approve and adopt the merger agreement. You should also
consider the other information in this proxy statement/prospectus and the
additional information in CMGI's other reports on file with the Securities and
Exchange Commission and in the other documents incorporated by reference in
this proxy statement/prospectus. See "Where You Can Find More Information" on
page 91.

Risks Relating to the Merger

CMGI's stock price is volatile and the value of CMGI common stock issued in
the merger will depend on its market price at the time of the merger, and no
adjustment will be made as a result of changes in the market price of CMGI's
common stock.

At the closing of the merger, each share of Flycast common stock will be
exchanged for 0.4738 shares of CMGI common stock. This exchange ratio will not
be adjusted for changes in the market price of CMGI common stock or of Flycast
common stock. In addition, neither CMGI nor Flycast may terminate or
renegotiate the merger agreement, and Flycast may not resolicit the vote of its
stockholders solely because of changes in the market price of CMGI common stock
or of Flycast common stock. Any reduction in CMGI's common stock price will
result in you receiving less value in the merger at closing. You will not know
the exact value of CMGI's common stock to be issued to you in the merger at the
time of the special meeting of Flycast stockholders.

The market price of CMGI's common stock, like that of the shares of many
other high technology and Internet companies, has been and may continue to be
volatile. For example, from November 1, 1998 to November 1, 1999, the CMGI
common stock traded as high as $165.00 per share and as low as $14.31 per
share.

Recently, the stock market in general and the shares of Internet companies
in particular have experienced significant price fluctuations. The market price
of CMGI's common stock may continue to fluctuate significantly in response to
various factors, including:

. quarterly variations in operating . announcements of mergers and
results or growth rates; acquisitions by CMGI;

. the announcement of technological . announcements of mergers and
innovations; acquisitions and other actions by
competitors;
. the introduction of new products;
. regulatory and judicial actions;
. changes in estimates by
securities analysts; . general economic conditions; and

. market conditions in the . patents and other intellectual
industry; property rights issued to
competitors of CMGI.
. CMGI may not succeed in
addressing these risks or any
other problems encountered in
connection with these potential
business combinations and
acquisitions potentially
disrupting CMGI's business and
causing increased losses;

CMGI may face challenges in integrating CMGI and Flycast and, as a result, may
not realize the expected benefits of the anticipated merger.

Integrating the operations and personnel of CMGI and Flycast will be a
complex process, and CMGI is uncertain that the integration will be completed
rapidly or will achieve the anticipated benefits of the merger. Since Flycast
is located on the West Coast, it will be more difficult to retain employees of
Flycast if after the merger, some of the activities and management of Flycast
move from the West Coast to the East Coast. The

7
<PAGE>

successful integration of CMGI and Flycast will require, among other things,
integration of their finance, human resources and sales and marketing groups
and coordination of development efforts. The diversion of the attention of
CMGI's management and any difficulties encountered in the process of combining
the companies could cause the disruption of, or a loss of momentum in, the
activities of CMGI's business. Further, the process of combining CMGI and
Flycast could negatively affect employee morale and the ability of CMGI to
retain some of its key employees after the merger.

If CMGI does not successfully integrate Flycast or the merger's benefits do
not meet the expectations of financial or industry analysts, the market price
of CMGI common stock may decline.

The market price of CMGI common stock may decline as a result of the merger
if:

. the integration of CMGI and Flycast is unsuccessful;

. CMGI does not achieve the perceived benefits of the merger as rapidly as, or
to the extent, anticipated by financial or industry analysts; or

. the effect of the merger on CMGI's financial results is not consistent with
the expectations of financial or industry analysts.

If CMGI does not manage the integration of other acquired companies
successfully, it may be unable to achieve desired results.

As a part of its business strategy, CMGI may enter into additional business
combinations and acquisitions, such as AdForce, Inc. and AdKnowledge Inc.
Acquisitions are typically accompanied by a number of risks, including:

. the difficulty of integrating the . the maintenance of uniform
operations and personnel of the standards, controls, procedures
acquired companies; and policies;

. the potential disruption of . the impairment of relationships
CMGI's ongoing business and with employees and customers as a
distraction of management; result of any integration of new
management personnel; and
. the difficulty of incorporating
acquired technology and rights . potential unknown liabilities
into CMGI's products and associated with acquired
services; businesses.

. unanticipated expenses related to
acquired technology and its
integration into existing
technology;

CMGI may not succeed in addressing these risks or any other problems
encountered in connection with these potential business combinations and
acquisitions potentially disrupting CMGI's business and causing increased
losses.

Failure to complete the merger could negatively impact the market price of
Flycast common stock and Flycast's operating results.

If the merger is not completed for any reason, Flycast may be subject to a
number of material risks, including:

. Flycast may be required to pay CMGI a termination fee of $20 million and/or
reimburse CMGI for expenses of up to $500,000;

. Flycast stockholders may experience dilutive effects to their stock
ownership because an option to acquire up to 19.9% of the outstanding shares
of Flycast common stock granted to CMGI by Flycast may become exercisable;

. the market price of Flycast common stock may decline to the extent that the
current market price of Flycast common stock reflects a market assumption
that the merger will be completed; and

8
<PAGE>

. costs related to the merger, such as legal and accounting fees, must be paid
even if the merger is not completed.

If the merger is terminated and the Flycast board of directors seeks another
merger or business combination, you cannot be certain that Flycast will be able
to find a partner willing to pay an equivalent or more attractive price than
the price to be paid by CMGI in the merger. In addition, CMGI's option to
acquire up to 19.9% of the outstanding shares of Flycast common stock, which
may become exercisable upon termination of the merger agreement, may impede an
alternative merger or business combination. You should read more about this
stock option under "Other Agreements--Stock Option Agreement" on page 61.

Flycast may not be able to enter into a merger or business combination with
another party at a favorable price because of restrictions in the merger
agreement.

While the merger agreement is in effect, subject to specified exceptions,
Flycast is prohibited from entering into or soliciting, initiating or
encouraging any inquiries or proposals that may lead to a proposal or offer for
a merger, consolidation, business combination, sale of substantial assets,
tender offer, sale of shares of capital stock or other similar transactions
with any person other than CMGI. As a result of this prohibition, Flycast may
not be able to enter into an alternative transaction at a favorable price.

Flycast's officers and directors have conflicts of interest that may influence
them to support or approve the merger.

The directors and officers of Flycast participate in arrangements and have
continuing indemnification against liabilities that provide them with interests
in the merger that are different from, or in addition to, yours, including the
following:

. as of September 30, 1999, the . upon completion of the merger,
executive officers and directors CMGI and Flycast may enter into
of Flycast owned stock options to employment agreements with some
purchase an aggregate of executive officers of Flycast;
2,065,000 shares of Flycast and
common stock, of which 1,433,754
are unvested. If the merger is . CMGI has agreed to cause the
completed, approximately 550,000 surviving corporation in the
of the unvested options will merger to indemnify each present
accelerate and become immediately and former Flycast officer and
exercisable; director against liabilities
arising out of such person's
. directors and officers and their services as an officer or
affiliates, representing a director. CMGI will cause the
significant percentage of Flycast surviving corporation to maintain
stockholders, have agreed to vote officers' and directors'
in favor of the merger; liability insurance to cover any
such liabilities for the next six
. certain officers of Flycast are years.
entitled to certain benefits,
including substantial severance
packages, under their employment
agreements with Flycast if their
employment is terminated upon
Flycast's change of control, such
as the merger;

The directors and officers of Flycast may therefore have been more likely to
vote to approve the merger agreement and the merger than if they did not have
these interests. Flycast stockholders should consider whether these interests
may have influenced these directors and officers to support or recommend the
merger. You should read more about these interests under "The Merger--Interests
of Executive Officers and Directors of Flycast in the Merger" on page 49.

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<PAGE>

Uncertainties associated with the merger may cause Flycast to lose key
personnel.

Current and prospective Flycast employees may experience uncertainty about
their future roles with CMGI. This uncertainty may adversely affect Flycast's
ability to attract and retain key management, sales, marketing and technical
personnel.

Customers of CMGI and Flycast may delay or cancel orders as a result of
concerns over the merger.

The announcement and closing of the merger could cause customers and
potential customers of CMGI and Flycast to delay or cancel contracts for
services. In particular, customers could be concerned about future service
offerings and integration support of current services. Moreover, they may
terminate their relationship with Flycast because they deem themselves
competitors of CMGI. Such a delay or cancellation of orders could have a
material adverse effect on the business, results of operations and financial
condition of CMGI or Flycast.

Risks Relating to CMGI's Business

CMGI may not have operating income or net income in the future.

During the fiscal year ended July 31, 1999, CMGI had an operating loss of
approximately $127 million and a net income of approximately $475 million. CMGI
may not have operating income or net income in the future. If CMGI continues to
have operating losses, CMGI may not have enough money to grow its business in
the future.

CMGI may have problems raising money it needs in the future.

In recent years, CMGI has financed its operating losses in part with profits
from selling some of the stock of companies in which it had invested. This
funding source may not be sufficient in the future, and CMGI may need to obtain
funding from outside sources. However, CMGI may not be able to obtain funding
from outside sources. In addition, even if CMGI finds outside funding sources,
CMGI may be required to issue to such outside sources securities with greater
rights than that currently possessed by holders of shares of CMGI common stock.
CMGI may also be required to take other actions which may lessen the value of
CMGI's common stock, including borrowing money on terms that are not favorable
to CMGI.

CMGI's success depends greatly on increased use of the Internet by businesses
and individuals.

CMGI's success depends greatly on increased use of the Internet for
advertising, marketing, providing services, and conducting business. Commercial
use of the Internet is currently at an early stage of development and the
future of the Internet is not clear. In addition, it is not clear how effective
advertising on the Internet is in generating business as compared to more
traditional types of advertising such as print, television, and radio. Because
a significant portion of CMGI's business depends on CMGI's Internet operating
company subsidiaries, CMGI's business will suffer if commercial use of the
Internet fails to grow in the future.

CMGI may incur significant costs to avoid investment company status and may
suffer other adverse consequences if deemed to be an investment company.

CMGI may incur significant costs to avoid investment company status and may
suffer other adverse consequences if deemed to be an investment company under
the Investment Company Act of 1940. Some equity investments in other businesses
made by CMGI and its venture subsidiaries may constitute investment securities
under the 1940 Act. A company may be deemed to be an investment company if it
owns investment securities with a value exceeding 40% of its total assets,
subject to certain exclusions. Investment companies are subject to registration
under, and compliance with, the 1940 Act unless a particular exclusion or
Securities and Exchange Commission safe harbor applies. If CMGI were to be
deemed an investment company, it would become subject to the requirements of
the 1940 Act. As a consequence, CMGI would be prohibited from engaging in
business or issuing its securities as it has in the past and might be subject
to civil and criminal penalties for noncompliance. In addition, certain of
CMGI's contracts might be voidable, and a court-appointed receiver could take
control of CMGI and liquidate its business.

10
<PAGE>

Although CMGI's investment securities currently comprise less than 40% of
its assets, fluctuations in the value of these securities or of CMGI's other
assets may cause this limit to be exceeded. Unless an exclusion or safe harbor
were available to it, CMGI would have to attempt to reduce its investment
securities as a percentage of its total assets. This reduction can be attempted
in a number of ways, including the disposition of investment securities and the
acquisition of non-investment security assets. If CMGI were required to sell
investment securities, it may sell them sooner than it otherwise would. These
sales may be at depressed prices and CMGI may never realize anticipated
benefits from, or may incur losses on, these investments. Some investments may
not be sold due to contractual or legal restrictions or the inability to locate
a suitable buyer. Moreover, CMGI may incur tax liabilities when it sells
assets. CMGI may also be unable to purchase additional investment securities
that may be important to its operating strategy. If CMGI decides to acquire
non-investment security assets, it may not be able to identify and acquire
suitable assets and businesses.

CMGI depends on certain important employees, and the loss of any of those
employees may harm CMGI's business.

CMGI's performance is substantially dependent on the performance of its
executive officers and other key employees, in particular, David S. Wetherell,
its Chairman, President, and Chief Executive Officer, Andrew J. Hajducky III,
its Executive Vice President, Chief Financial Officer and Treasurer, and David
Andonian, its President, Corporate Development. The familiarity of these
individuals with the Internet industry makes them especially critical to CMGI's
success. In addition, CMGI's success is dependent on its ability to attract,
train, retain and motivate high quality personnel, especially for its
management team. The loss of the services of any of CMGI's executive officers
or key employees may harm its business. CMGI's success also depends on its
continuing ability to attract, train, retain, and motivate other highly
qualified technical and managerial personnel. Competition for such personnel is
intense.

In 1999, CMGI's revenue depended in large part on a single customer and loss
of that customer could significantly damage CMGI's business.

During the fiscal year ended July 31, 1999, CMGI derived a significant
portion of its revenues from a small number of customers. During the fiscal
year ended July 31, 1999, sales to CMGI's largest customer, Cisco Systems,
Inc., accounted for 36% of CMGI's total revenues and 47% of CMGI's revenues
from its fulfillment services business. CMGI believes that it will continue to
derive a significant portion of its operating revenues from sales to a small
number of customers. CMGI currently does not have any agreements with Cisco
which obligate Cisco to buy a minimum amount of products from CMGI or to
designate CMGI as its sole supplier of any particular products or services.

CMGI's strategy of expanding its business through acquisitions of other
businesses and technologies presents special risks.

CMGI intends to continue to expand through the acquisition of businesses,
technologies, products and services from other businesses. Acquisitions involve
a number of special problems, including:

. difficulty integrating acquired . potential issuance of securities
technologies, operations, and in connection with the
personnel with the existing acquisition, which securities
business; lessen the rights of holders of
CMGI's currently outstanding
. diversion of management attention securities;
in connection with both
negotiating the acquisitions and . the need to incur additional
integrating the assets; debt; and

. strain on managerial and . the requirement to record
operational resources as additional future operating costs
management tries to oversee for the amortization of good will
larger operations; and other intangible assets,
which amounts could be
. exposure to unforeseen significant.
liabilities of acquired
companies;

11
<PAGE>

CMGI may not be able to successfully address these problems. Moreover,
CMGI's future operating results will depend to a significant degree on its
ability to successfully manage growth and integrate acquisitions. In addition,
many of CMGI's investments are in early-stage companies with limited operating
histories and limited or no revenues. CMGI may not be able to successfully
develop these young companies.

Growing concerns about the use of "cookies" and data collection may limit
CMGI's ability to develop user profiles.

Web sites typically place small files of information commonly known as
"cookies" on a user's hard drive, generally without the user's knowledge or
consent. Cookie information is passed to the Web site through the Internet
user's browser software. CMGI's technology currently uses cookies to collect
information about an Internet user's movement through the Internet. Most of the
currently available Internet browsers allow users to modify their browser
settings to prevent cookies from being stored on their hard drive, and a small
minority of users currently choose to do so. Users can also delete cookies from
their hard drive at any time. Some Internet commentators and privacy advocates
have suggested limiting or eliminating the use of cookies. The effectiveness of
our technology could be limited by any reduction or limitation in the use of
cookies. If the use or effectiveness of cookies is limited, CMGI would likely
have to switch to other technology that allows it to gather demographic and
behavioral information. This could require significant reengineering time and
resources, might not be completed in time to avoid negative consequences to
CMGI's business, financial condition or results of operations, and might not be
possible at all.

If the United States or other governments regulate the Internet more closely,
CMGI's business may be harmed.

Because of the Internet's popularity and increasing use, new laws and
regulations may be adopted. These laws and regulations may cover issues such as
privacy, pricing and content. The enactment of any additional laws or
regulations may impede the growth of the Internet and CMGI's Internet-related
business and could place additional financial burdens on CMGI's business.

To succeed, CMGI must respond to the rapid changes in technology and
distribution channels related to the Internet.

The markets for CMGI's Internet products and services are characterized by:

. rapidly changing technology; . shifting distribution channels;
and
. evolving industry standards;
. changing customer demands.
. frequent new product and service
introductions;

CMGI's success will depend on its ability to adapt to this rapidly evolving
marketplace. CMGI may not be able to adequately adapt its products and services
or to acquire new products and services that can compete successfully. In
addition, CMGI may not be able to establish and maintain effective distribution
channels.

CMGI is subject to intense competition.

The market for Internet products and services is highly competitive.
Moreover, the market for Internet products and services lacks significant
barriers to entry, enabling new businesses to enter this market relatively
easily. Competition in the market for Internet products and services may
intensify in the future. Numerous well-established companies and smaller
entrepreneurial companies are focusing significant resources on developing and
marketing products and services that will compete with CMGI's products and
services. In addition, many of CMGI's current and potential competitors have
greater financial, technical, operational, and marketing resources. CMGI may
not be able to compete successfully against these competitors in selling its
goods and services. Competitive pressures may also force prices for Internet
goods and services down and such price reductions may reduce CMGI's revenues.

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CMGI's strategy of selling assets of or investments in the companies that CMGI
has acquired and developed presents risks.

One element of CMGI's business plan involves raising cash for working
capital for its Internet business by selling, in public or private offerings,
some of the companies, or portions of the companies, that it has acquired and
developed. Market and other conditions largely beyond CMGI's control affect:

. CMGI's ability to engage in such sales;

. the timing of such sales; and

. the amount of proceeds from such sales.

As a result, CMGI may not be able to sell some of these assets. In addition,
even if CMGI is able to sell, it may not be able to sell at favorable prices.
If CMGI is unable to sell these assets at favorable prices, its business will
be harmed.

The value of CMGI's business may fluctuate because the value of some of its
assets fluctuates.

A portion of CMGI's assets includes the equity securities of both publicly
traded and non-publicly traded companies. In particular, CMGI owns a
significant number of shares of common stock of Engage Technologies, Inc.,
NaviSite, Inc., Lycos, Inc., Yahoo!, Inc., Pacific Century CyberWorks Limited,
Hollywood Entertainment Corporation, Chemdex Corporation and Silknet Software,
Inc., which are publicly traded companies. The market price and valuations of
the securities that CMGI holds in these and other companies may fluctuate due
to market conditions and other conditions over which CMGI has no control.
Fluctuations in the market price and valuations of the securities that CMGI
holds in other companies may result in fluctuations of the market price of
CMGI's common stock and may reduce the amount of working capital available to
CMGI.

CMGI's growth places strains on its managerial, operational and financial
resources.

CMGI's rapid growth has placed, and is expected to continue to place, a
significant strain on its managerial, operational and financial resources.
Further, as the number of CMGI's users, advertisers and other business partners
grows, CMGI will be required to manage multiple relationships with various
customers, strategic partners and other third parties. Further growth of CMGI
or increase in the number of its strategic relationships will increase this
strain on CMGI's managerial, operational and financial resources, inhibiting
CMGI's ability to achieve the rapid execution necessary to successfully
implement its business plan. In addition, CMGI's future success will also
depend on its ability to expand its sales and marketing organization and its
support organization commensurate with the growth of CMGI's business and the
Internet.

CMGI must develop and maintain positive brand name awareness.

CMGI believes that establishing and maintaining its brand names is essential
to expanding its Internet business and attracting new customers. CMGI also
believes that the importance of brand name recognition will increase in the
future because of the growing number of Internet companies that will need to
differentiate themselves. Promotion and enhancement of CMGI's brand names will
depend largely on CMGI's ability to provide consistently high-quality products
and services. If CMGI is unable to provide high-quality products and services,
the value of its brand names may suffer.

CMGI's quarterly results may fluctuate widely.

CMGI's operating results have fluctuated widely on a quarterly basis during
the last several years, and CMGI expects to experience significant fluctuation
in future quarterly operating results. Many factors, some of which are beyond
CMGI's control, have contributed to these quarterly fluctuations in the past
and may continue to do so. These factors include:

. demand for CMGI's products and
services;

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<PAGE>

. payment of costs associated with . specific economic conditions in
CMGI's acquisitions, sales of the Internet and direct marketing
assets and investments; industries; and

. timing of sales of assets; . general economic conditions.

. market acceptance of new products
and services;

The emerging nature of the commercial uses of the Internet makes predictions
concerning CMGI's future revenues difficult. CMGI believes that period-to-
period comparisons of its results of operations will not necessarily be
meaningful and should not be relied upon as indicative of CMGI's future
performance. It is also possible that in some future fiscal quarters, CMGI's
operating results will be below the expectations of securities analysts and
investors. In such circumstances, the price of CMGI's common stock may decline.

The price of CMGI's common stock has been volatile.

The market price of CMGI's common stock has been, and is likely to continue
to be, volatile, experiencing wide fluctuations. In recent years, the stock
market has experienced significant price and volume fluctuations which have
particularly impacted the market prices of equity securities of many companies
providing Internet-related products and services. Some of these fluctuations
appear to be unrelated or disproportionate to the operating performance of such
companies. Future market movements may adversely affect the market price of
CMGI's common stock.

CMGI faces security risks.

The secure transmission of confidential information over public
telecommunications facilities is a significant barrier to electronic commerce
and communications on the Internet. Many factors may cause compromises or
breaches of the security systems used by CMGI or other Internet sites to
protect proprietary information, including advances in computer and software
functionality or new discoveries in the field of cryptography. A compromise of
security on the Internet would have a negative effect on the use of the
Internet for commerce and communications and could negatively impact CMGI's
business. Security breaches of the activities of CMGI, its customers and
sponsors involving the storage and transmission of proprietary information,
such as credit card numbers, may expose CMGI to a risk of loss or litigation
and possible liability. CMGI cannot assure you that its security measures will
prevent security breaches.

Ownership of CMGI is concentrated.

David S. Wetherell, CMGI's Chairman, President, and Chief Executive Officer,
beneficially owned approximately 15% of CMGI's outstanding common stock as of
October 28, 1999. As a result, Mr. Wetherell possesses significant influence
over CMGI on matters, including the election of directors. Additionally, Compaq
Computer Corporation and its wholly owned subsidiary, Digital Equipment
Corporation, owned approximately 18% of CMGI's outstanding common stock as of
October 28, 1999. The concentration of CMGI's share ownership may:

. delay or prevent a change in control of CMGI;

. impede a merger, consolidation, takeover or other business involving CMGI;
or

. discourage a potential acquiror from making a tender offer or otherwise
attempting to obtain control of CMGI.

CMGI's business will suffer if any of its products or systems, or the products
or systems of third parties on which CMGI relies, fail to be year 2000
compliant.

Many currently installed computer systems and software products are coded to
accept only two digit entries in the date code field. These date code fields
will need to accept four digit entries distinguishing 21st

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<PAGE>

century dates from 20th century dates. CMGI's products and systems and those of
third parties on whom CMGI relies may fail to be year 2000 compliant. CMGI's
failure to resolve year 2000 issues may damage its business and expose CMGI to
third party liability. If third party equipment or software used in CMGI's
business is not year 2000 compliant, CMGI may incur significant unanticipated
expenses to remedy such problems. CMGI also relies on vendors, utility
companies, telecommunications service companies, delivery service companies and
other service providers, each of which may not be year 2000 compliant.

As of July 31, 1999, CMGI had incurred approximately $3 million in
connection with year 2000 compliance and expects to incur an additional $1.5 to
$2.0 million. Because of CMGI's recent acquisitions of a number of companies in
varying stages of year 2000 compliance assessment, and unforeseeable year 2000
expenses, CMGI's year 2000 costs may exceed these estimates.

NaviSite, a subsidiary of CMGI that hosts and provides application
management services, may fail to be year 2000 compliant. NaviSite may be
exposed to additional year 2000 risks because its customers, or their outside
service providers, have customized much of the customer-provided hardware and
software hosted at NaviSite's data centers. NaviSite's customers are
responsible for their year 2000 compliance. However, CMGI cannot assure you
that NaviSite's customers will be year 2000 compliant. Many of CMGI's majority
owned subsidiaries rely on NaviSite in connection with their businesses.
NaviSite's failure to be year 2000 compliant may negatively impact these
subsidiaries.

CMGI relies on NaviSite for network connectivity.

CMGI and many of its majority owned subsidiaries rely on NaviSite for
network connectivity and hosting of servers. If NaviSite fails to perform such
services, CMGI's internal business operations may be interrupted, and the
ability of CMGI's majority owned subsidiaries to provide services to customers
may also be interrupted. Such interruptions may have an adverse impact on the
business and revenues of CMGI and its majority owned subsidiaries.

The success of CMGI's global operations is subject to special risks and costs.

CMGI has begun, and intends to continue, to expand its operations outside of
the United States. This international expansion will require significant
management attention and financial resources. CMGI's ability to expand
offerings of its products and services internationally will be limited by the
general acceptance of the Internet and intranets in other countries. In
addition, CMGI has limited experience in such international activities.
Accordingly, CMGI expects to commit substantial time and development resources
to customizing its products and services for selected international markets and
to developing international sales and support channels.

CMGI expects that its export sales will be denominated predominantly in
United States dollars. As a result, an increase in the value of the United
States dollar relative to other currencies may make CMGI's products and
services more expensive and, therefore, potentially less competitive in
international markets. As CMGI increases its international sales, its total
revenues may also be affected to a greater extent by seasonal fluctuations
resulting from lower sales that typically occur during the summer months in
Europe and other parts of the world.

CMGI could be subject to infringement claims.

From time to time, CMGI has been, and expects to continue to be, subject to
third party claims in the ordinary course of business, including claims of
alleged infringement of intellectual property rights by CMGI. Any such claims
may damage CMGI's business by:

. subjecting CMGI to significant liability for damages;

. resulting in invalidation of CMGI's proprietary rights;

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<PAGE>

. being time-consuming and expensive to defend even if such claims are not
meritorious; and

. resulting in the diversion of management's time and attention.

CMGI may have liability for information retrieved from the Internet.

Because materials may be downloaded from the Internet and subsequently
distributed to others, CMGI may be subject to claims for defamation,
negligence, copyright or trademark infringement, personal injury, or other
theories based on the nature, content, publication and distribution of such
materials.

CMGI Litigation

AltaVista Company is a party to certain litigation with One Zero Media,
Inc., pursuant to which One Zero is seeking, among other things, compensatory
damages in the amount of $28.5 million for breach of contract, multiple
damages, costs, interest, attorneys' fees, specific performance and injunctive
relief. AltaVista intends to defend such claims vigorously.

Risks Relating to Flycast's Business

Flycast has only a three-year operating history, making it difficult for you
to evaluate its business and your investment.

Flycast commenced operations in April 1996. Thus, Flycast has only a limited
operating history upon which you can evaluate its business. Flycast's prospects
must be considered in light of the risks, expenses and difficulties frequently
encountered by early-stage companies in the Web advertising market, which is
new and rapidly evolving. Flycast may not be successful in addressing these
risks and its business strategy may not be successful. These risks include
Flycast's ability to:

. maintain and increase its inventory of advertising space on Web sites;

. maintain and increase the number of advertisers that use its products and
services; and

. continue to expand the number of products and services Flycast offers.

Please see "Flycast Management's Discussion and Analysis of Financial
Condition and Results of Operations" on page 69 for more detailed information.

Flycast has a history of losses and anticipates continued losses.

Flycast's accumulated deficit as of September 30, 1999 was $32.8 million.
Although Flycast has experienced revenue growth in recent periods, this growth
may not be sustained and is not necessarily indicative of Flycast's future
revenue. Flycast has not achieved profitability and, given the level of planned
operating and capital expenditures, Flycast expects to continue to incur losses
for the foreseeable future. Flycast's future revenue and operating results will
be affected by a number of factors, including those set forth in this section.
It is likely that Flycast's internal projections for 1999 and 2000 will change
throughout 1999 and 2000. In addition, projections published by market analysts
may differ from Flycast's internal revenue projections. Flycast does not
believe that it will be required to provide any updates or further information
as to its internal revenue projections for 1999 and 2000 and it is not
Flycast's present intention to do so.

Flycast plans to increase its operating expenses to expand its
infrastructure to support its current business and new lines of business,
including Flycast's reseller network. The timing of this expansion and the rate
at which Flycast's reseller network generates revenue could cause material
fluctuations in Flycast's results of operations. Flycast also plans to purchase
additional capital equipment. Flycast's losses may increase in the future and
it may not be able to achieve or sustain profitability. Even if Flycast does
achieve profitability, it may not be able to sustain or increase profitability
on a quarterly or annual basis in the future. If Flycast's revenue grows more
slowly than it anticipates, or if its operating expenses exceed its
expectations and cannot be adjusted accordingly, Flycast's business, results of
operations and financial condition will be materially and adversely affected.
Please see "Flycast Management's Discussion and Analysis of Financial Condition
and Results of Operations" on page 69 for more detailed information.

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<PAGE>

Flycast's quarterly operating results are subject to fluctuations and
seasonality that make it difficult to predict Flycast's financial performance.

Flycast's revenue and operating results may vary significantly from quarter
to quarter due to a number of factors, some of which are outside of Flycast's
control. Therefore, you should not rely on period-to-period comparisons of
results of operations as an indication of Flycast's future performance. It is
possible that in some future periods Flycast's operating results may fall below
the expectations of market analysts and investors. In this event, the market
price of Flycast common stock would likely fall.

The factors that affect Flycast's quarterly operating results include:

. demand for Flycast's advertising . changes in Flycast's pricing
solutions; policies, the pricing policies of
Flycast's competitors or the
. the number of available pricing policies for advertising
advertising views on Web sites in on the Web generally; and
the Flycast Network;
. costs related to acquisitions of
. the mix of types of advertising technology or businesses.
Flycast sells, including the
amount of advertising sold at
higher rates;

Flycast believes that its revenue will be subject to seasonal fluctuations
because advertisers generally place fewer advertisements during the first and
third calendar quarters of each year. In addition, expenditures by advertisers
tend to be cyclical, reflecting overall economic conditions as well as
budgeting and buying patterns. A decline in the economic prospects of
advertisers or the economy generally, which could alter current or prospective
advertisers' spending priorities or the time periods in which they determine
their budgets, or increase the time it takes to close a sale with Flycast's
advertisers, could cause Flycast's business to be materially and adversely
affected.

Revenue and results of operations for the foreseeable future are difficult
to forecast. Flycast's current and future expense estimates are based, in large
part, on Flycast's estimates of future revenue and on its investment plans. In
particular, Flycast plans to increase its operating expenses significantly in
order to expand its sales and marketing operations, including its reseller
network, to enhance its AdExchange system (AdEx), its advertising management
platform, and to expand internationally. To the extent that these expenses
precede increased revenue, Flycast's business, results of operations and
financial condition would be materially and adversely affected. Flycast may be
unable to, or may elect not to, adjust spending quickly enough to offset any
unexpected revenue shortfall. Therefore, any significant shortfall in revenue
in relation to Flycast's expectations would also have a material adverse effect
on its business, results of operations and financial condition. Please see
"Flycast Management's Discussion and Analysis of Financial Condition and
Results of Operations" on page 69 for more detailed information.

Flycast may experience capacity constraints that could affect its advertising
revenue.

Flycast's future success depends in part on the efficient performance of
AdEx, as well as the efficient performance of the systems of third parties such
as Flycast's Internet service providers. An increase in the volume of
advertising delivered through Flycast's servers could strain the capacity of
the software or hardware that Flycast has deployed, which could lead to slower
response times or system failures and adversely affect the availability of
advertisements, the number of advertising views received by advertisers and
Flycast's advertising revenues. Due to unexpected growth in the number of
advertising views that Flycast served in 1998, Flycast experienced a slowdown,
and in some cases an interruption, in delivering advertisements to viewers over
a three-week period that limited the number of advertising views Flycast was
able to serve. As the numbers of Web pages and users increase, Flycast's
products, services and infrastructure may not be able to grow to meet the
demand. To the extent that Flycast does not effectively address any capacity
constraints or system failures, Flycast's business, results of operations and
financial condition would be materially and adversely affected.

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<PAGE>

Flycast runs the risk of system failure that could adversely affect its
business.

The continuing and uninterrupted performance of Flycast's system is critical
to its success. Customers may become dissatisfied by any system failure that
interrupts Flycast's ability to provide services to them, including failures
affecting the ability to deliver advertisements quickly and accurately to the
targeted audience. Sustained or repeated system failures would reduce
significantly the attractiveness of Flycast's solutions to advertisers and Web
sites. Flycast's business, results of operations and financial condition could
be materially and adversely affected by any damage or failure that interrupts
or delays its operations.

Flycast's operations depend on its ability to protect its computer systems
against damage from a variety of sources, including telecommunications
failures, malicious human acts and natural disasters. In this regard, Flycast
leases server space in the San Francisco Bay Area. Therefore, any of the above
factors affecting the San Francisco Bay Area would have a material adverse
effect on Flycast's business, results of operations and financial condition.
Further, despite network security measures, Flycast's servers are vulnerable to
computer viruses and disruptions from unauthorized tampering with Flycast's
computer systems. Flycast carries business interruption insurance, but, it may
not be enough to compensate for losses that may occur as a result of any of
these events. Despite precautions, unanticipated problems affecting Flycast's
systems could cause interruptions in the delivery of Flycast's solutions in the
future. Flycast's data storage centers incorporate redundant systems,
consisting of additional servers, but the primary system does not switch over
to the backup system automatically.

Flycast also depends upon Internet service providers that provide consumers
with access to Flycast's products and services. In the past, users have
occasionally experienced difficulties due to system failures unrelated to
Flycast's systems. Any disruption in the Internet access provided by third-
party providers or any failure of third-party providers to handle higher
volumes of user traffic could have a material adverse effect on Flycast's
business, results of operations and financial condition.

Flycast has a limited number of customers upon whom it relies, and the loss of
a major customer could adversely affect Flycast's revenue.

Flycast expects that a limited number of customers will account for a
significant portion of its revenue for the foreseeable future. As a result, if
Flycast loses a major customer, its revenue could be adversely affected. In
addition, Flycast cannot be certain that customers that have accounted for
significant revenue in past periods, individually or as a group, will continue
to generate revenue in any future period. In particular, advertisers may not
achieve desired results from the use of Flycast's products and may therefore
choose not to continue to use Flycast's products. Flycast also targets small
advertisers that have limited advertising budgets and/or are interested in
reaching small and limited target audiences. Flycast may not be able to
generate sufficient revenue from these advertisers to lessen its dependence on
its largest customers. Flycast typically enters into short-term contracts with
Web sites for their supply of advertising views. The loss of a significant
number of these advertising views might result in the loss of customers, which
could have a material adverse effect on Flycast's business, results of
operations and financial condition. For more detailed information, see "Flycast
Management's Discussion and Analysis of Financial Condition and Results of
Operations" on page 69.

Flycast depends on the evolution of Web advertising for its future success.

Flycast expects to derive substantially all of its revenue in the
foreseeable future from Web advertising. Therefore, Flycast's future success
depends on increased use of the Web as an advertising medium. If the market for
Web advertising fails to develop or develops more slowly than Flycast expects,
then Flycast's business, results of operations and financial condition would be
materially and adversely affected. The Web has not existed long enough as an
advertising medium to demonstrate its effectiveness relative to traditional
advertising media. Customers that have relied on traditional media for
advertising may be reluctant to use Web advertising. Many customers have
limited or no experience using the Web as an advertising medium, have allocated
only a limited portion of their advertising budgets to Web advertising or may
find Web advertising to be less effective for promoting their products and
services than advertising using traditional media. In addition,

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<PAGE>

advertisers and advertising agencies that have invested substantial resources
in traditional methods of advertising may be reluctant to reallocate their
media buying resources to Web advertising. Flycast cannot assure you that the
market for Web advertising will continue to develop or be sustainable.

Substantially all of Flycast's revenue is derived from the delivery of
banner advertisements. If advertisers determine that banner advertising is not
effective or attractive as an advertising medium, Flycast may not be able to
shift to any other form of Web advertising. Also, users can install "filter"
software programs that limit or prevent advertising from being delivered to a
Web site. The widespread adoption of filter software by Web users or the
failure to develop successful alternative forms of Web advertising could have a
material and adverse effect on the Web advertising market and Flycast's
business, results of operations and financial condition.

Flycast's business model has a limited history, is different from other Web
advertising networks and may not succeed.

Flycast's business model is to generate revenue primarily by providing Web
advertising solutions to response-oriented advertisers. Flycast cannot assure
you that Web advertising, response-oriented marketing or its model for
providing solutions based upon providing an improved return on investment for
advertisers will achieve broad market acceptance or generate significant
revenue. Other Web advertising companies' business models focus on selling
advertising space on premium Web sites. Many of these other Web advertising
companies have a longer history than Flycast does. Flycast's ability to
generate significant revenue from advertisers will depend, in part, on
Flycast's ability to:

. demonstrate to advertisers the . obtain adequate available
effectiveness of direct response advertising space from a large
advertising on the Web; base of Web sites, whether they
are small Web sites or large,
. demonstrate to advertisers that premium Web sites; and
they do not need to pay higher
rates for advertisements on . obtain adequate advertising space
premium Web sites in order to from large, premium Web sites
conduct an effective advertising that either have direct sales
campaign on the Web; forces or are represented by Web
advertising companies that focus
. attract advertisers and Web sites on selling advertising space on
to the Flycast Network; premium Web sites.

. retain advertisers by
differentiating the technology
and services Flycast provides to
them;

Further, the Web sites in the Flycast Network must continue to generate
sufficient user traffic characteristics attractive to advertisers. The intense
competition among Web sites has led to the creation of a number of pricing
alternatives for Web advertising. These alternatives make it difficult for
Flycast to project future levels of advertising revenue and applicable gross
margins that can be sustained either by Flycast or the Web advertising industry
in general. A key component of Flycast's strategy is to enhance return on
investment and other performance measurements for the advertisers using the
Flycast Network. Flycast has limited experience in implementing and following
this strategy and Flycast cannot assure you that this strategy will succeed or
that Flycast will be able to achieve or maintain adequate gross margins.

Flycast faces intense competition from more established Web advertising
companies and potential new competitors that could adversely affect Flycast's
business.

We face intense competition from Web advertising networks and providers of
advertising inventory management products and services. We expect this
competition to continue to increase because there are no substantial barriers
to entry. Many of Flycast's existing competitors, as well as a number of
potential new competitors, have longer operating histories, greater name
recognition, larger customer bases and significantly greater financial,
technical and marketing resources than it does. This may allow them to respond
more quickly

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<PAGE>

than Flycast can to new or emerging technologies and changes in customer
requirements. It may also allow them to devote greater resources than Flycast
can to the development, promotion and sale of their products and services.
These 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 sites. Flycast's competitors may
develop products or services that are equal or superior to Flycast's solutions
or that achieve greater market acceptance than its solutions. 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 Flycast's prospective
advertisers, advertising agency customers and Web sites. As a result, 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. Flycast may not be able to compete
successfully, and competitive pressures may materially and adversely affect its
business, results of operations and financial condition.

Flycast will depend on distribution relationships to increase its revenue.

Flycast believes that its future success will depend in part on its
relationships with companies that distribute or resell its Web advertising
solutions. These relationships have not generated significant revenue to date,
and, in order for Flycast to be successful, revenue generated by its resellers
must increase. Flycast's inability to enter into future distribution
relationships might limit the number and size of the markets Flycast serves.
This could limit Flycast's revenue growth and have a material adverse effect on
Flycast's business, results of operations and financial condition. Flycast has
recently initiated reseller relationships with BellSouth, SBC Communications
and U S WEST. Flycast's agreements with them provide that Flycast will deliver
a wholesale supply of local Web advertising that their Yellow Pages sales
forces will resell to local advertisers. These resellers have no obligation to
resell Flycast's inventory of advertising space on Web sites and can terminate
their relationships with Flycast with limited or no penalty with as little as
120 days' notice. The loss of any reseller, the failure of any reseller to
perform under its agreement with Flycast or Flycast's inability to attract and
retain new resellers could have a material adverse effect on Flycast's
business, results of operations and financial condition.

Intensive marketing and sales efforts may be necessary to educate
prospective local advertisers about the uses and benefits of Flycast's products
and services in order to generate demand for Flycast's services in the local
advertiser market segment. These companies may not have adequate resources
available to advertise their products and services and may not be willing to
devote the staff necessary to educate themselves on the uses and benefits of
Flycast's advertising solutions for localized or otherwise limited target
customers. Flycast will depend on its distributors to sell its Web advertising
solutions. If these distributors do not sell Flycast's solutions in an
effective manner, Flycast's business, results of operations and financial
condition may be materially and adversely affected.

Flycast needs to manage its available advertising space and to establish
relationships with diverse Web sites to attract customers.

Flycast needs to make available a consistent supply of attractive
advertising space to attract customers. Flycast's failure to do so could have a
material and adverse effect on Flycast's business, results of operations and
financial condition. The Web sites that list their unsold advertising space
with Flycast are not bound by contracts that ensure Flycast a consistent supply
of inventory. In addition, Web sites can change the number of advertising views
they make available to Flycast at any time, subject to monthly minimums. If a
Web site publisher decides not to make advertising space from its Web sites
available to the Flycast Network, Flycast may not be able to replace this
advertising space with advertising space from other Web sites that have
comparable traffic patterns and user demographics in time to fulfill a buyer's
request. Flycast expects its customers' requirements to become more
sophisticated as the Web matures as an advertising medium. For example, Flycast
expects its customers to become more precise in their requirements for
geographically-

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<PAGE>

targeted advertising that Flycast sells through its reseller network. Flycast
cannot assure you that the amount or type of advertising space listed or the
number of Web sites listing their advertising space on the Flycast Network will
increase or even remain constant in the future.

Flycast needs to manage its growth effectively in a rapidly growing Web
advertising market where the requirements for success change frequently.

As Flycast continues to increase the scope of its operations, Flycast will
need an effective planning and management process to implement its business
plan successfully in the rapidly evolving market for Web advertising. Flycast's
business, results of operations and financial condition will be materially and
adversely affected if Flycast is unable to manage its expanding operations
effectively. Flycast has grown from 86 employees on March 31, 1999 to 153
employees on September 30, 1999. Flycast plans to continue to expand its sales
and marketing, customer support and research and development organizations.
Past growth has placed, and any future growth will continue to place, a
significant strain on Flycast's management systems and resources. Flycast has
recently implemented a new financial reporting system and expects that it will
need to continue to improve its financial and managerial controls and its
reporting systems and procedures.

Flycast depends on key personnel for its future success.

Flycast's future success depends to a significant extent on the continued
service of Flycast's key senior management, technical and sales personnel.
Flycast does not have long-term employment agreements with any of its key
personnel nor does it have key-person insurance on any of its employees. The
loss of the services of any member of Flycast's management team, or of any
other key employees, would have a material adverse effect on Flycast's
business, results of operations and financial condition. Flycast's future
success also depends on its continuing ability to attract, retain and motivate
highly skilled employees. Competition for employees in the industry is intense.
Flycast may be unable to retain its key employees or attract, assimilate or
retain other highly qualified employees in the future. Flycast has experienced
difficulty from time to time in attracting the personnel necessary to support
the growth of its business, and may experience similar difficulty in the
future.

Flycast depends on the continued growth of Internet usage and infrastructure
for its business.

Flycast's market is new and rapidly evolving. Flycast's business would be
adversely affected if Web usage does not continue to grow. Web usage may be
inhibited for a number of reasons, such as:

. inadequate network infrastructure;

. security concerns;

. inconsistent quality of service; and

. unavailability of cost-effective, high-speed service.

If Web usage grows, the Internet infrastructure may not be able to support
the demands placed on it by this growth or its performance and reliability may
decline. In addition, Web sites have experienced interruptions in their service
as a result of outages and other delays occurring throughout the Internet
network infrastructure. If use of the Internet does not continue to grow, or if
the Internet infrastructure does not effectively support growth that may occur,
Flycast's business, results of operations and financial condition would be
materially and adversely affected.

Flycast must keep pace with rapidly changing technologies to be successful.

The Web and Web advertising markets are characterized by rapidly changing
technologies, evolving industry standards, frequent new product and service
introductions and changing customer demands. The introduction of new products
and services embodying new technologies and the emergence of new industry
standards and practices can render existing products and services obsolete and
unmarketable or require unanticipated investments in research and development.

21
<PAGE>

Flycast's future success will depend on its ability to adapt to rapidly
changing technologies, to enhance existing solutions and to develop and
introduce a variety of new solutions to address its customers' changing
demands. For example, advertisers may require the ability to deliver
advertisements utilizing new formats that go beyond stationary images and
incorporate video, audio and interactivity, and more precise consumer targeting
techniques. In addition, increased availability of Internet access that
delivers greater amounts of data faster is expected to enable the development
of new products and services that take advantage of this expansion in delivery
capability. Flycast's failure to adapt successfully to these changes could
adversely affect Flycast's business, results of operations and financial
condition. Flycast may also experience difficulties that could delay or prevent
the successful design, development, introduction or marketing of Flycast's
solutions. In addition, any new solutions or enhancements that Flycast develops
must meet the requirements of Flycast's current and prospective customers and
must achieve significant market acceptance. Material delays in introducing new
solutions and enhancements may cause customers to forego purchases of Flycast's
solutions and purchase those of Flycast's competitors.

Flycast's patent status is uncertain.

Flycast has filed two regular patent applications and one provisional patent
application in the United States, but Flycast does not have any issued patents.
A provisional patent application is a type of patent application under which a
patent will not issue. A provisional patent application only provides a
priority date for a regular patent application that is filed within a one-year
period following the filing of the provisional patent application. In September
1998, Flycast mistakenly announced that Flycast had been issued one United
States patent. At the time of Flycast's announcement, that patent had been
allowed by the United States Patent and Trademark Office. Subsequently, the
United States Patent and Trademark Office informed Flycast that the patent
application had been withdrawn from issue. A Patent Cooperation Treaty
application covering this invention has been filed and an application has also
been filed in the European Patent Office. The application relates to Flycast's
AdEx Technology, specifically the ability to serve Web advertisements targeted
to yield a viewer response. In January 1999, the United States Patent and
Trademark Office suggested a claim for interference purposes with respect to
this application. In March 1999, the United States Patent and Trademark Office
informed Flycast that all claims were allowable but that ex parte prosecution
was suspended pending action by the United States Patent and Trademark Office.
Therefore, Flycast cannot currently take any action relative to this
application. The purpose of an interference proceeding is to determine the
relative priority between two or more applicants, and which of the applicants,
if any, will ultimately be issued the patent. The United States Patent and
Trademark Office has not informed Flycast of the identity of the other patent
applicant(s) involved. If an interference is declared, Flycast may not obtain a
patent with respect to the application that is the subject of the interference
or may obtain a patent only for some subset of its original claims. Regardless
of the outcome of any interference, it may take years to resolve and it might
result in substantial expense to Flycast. Patents may not be issued with
respect to Flycast's pending or future patent applications. Even if patents are
issued, the patents may not be upheld as valid or prevent the development of
competitive solutions.

Third parties may have or may in the future be granted patents that cover
Flycast's technology. In September 1999, Flycast became aware of a patent that
was granted to DoubleClick entitled "Method of Delivery, Targeting and
Measuring Advertising Over Networks." In an article published in the Wall
Street Journal on September 13, 1999, Flycast, along with other companies, was
identified as a potential infringer of the DoubleClick patent. Flycast is
reviewing its intellectual property and patents owned by others with regard to
the DoubleClick patent for any possible patent infringement claims. Flycast may
be limited in its ability to use its technology, whether or not patented,
without licenses, which may not be available on commercially reasonable terms.

Flycast depends on its intellectual property rights and is subject to the risk
of infringement.

Flycast's success and ability to compete are substantially dependent on its
internally-developed technologies, including AdEx, its advertising management
platform, and applications that use the AdEx

22
<PAGE>

platform, and its trademarks AdAgent, AdEx, AdExchange, AdReporter, Category
Select, Flycast, Run of Category, Run of Network, SiteRegistry, SiteReporter
and Site Select, which it protects through a combination of patent, copyright,
trade secret and trademark law. Flycast has applied for patents and applied to
register trademarks in the United States and has registered the trademark
Flycast. Flycast cannot guarantee that any of its patent applications or
trademark registrations will be approved. Even if they are approved, these
patents or trademarks might be successfully challenged by others or
invalidated. If Flycast's trademark registrations are not approved because
third parties own these trademarks, its use of these trademarks will be
restricted unless it enters into arrangements with these third parties, which
may be unavailable on commercially reasonable terms.

Flycast generally enters into confidentiality or license agreements with its
employees, consultants and corporate partners, and generally controls access to
and distribution of AdEx, tools and documentation and other information.
Despite these efforts, unauthorized parties may attempt to disclose, obtain or
use Flycast's solutions or technologies. Flycast's precautions may not prevent
misappropriation of its solutions or technologies, particularly in foreign
countries where laws or law enforcement practices may not protect Flycast's
rights as fully as in the United States.

Flycast's customized advertiser, affiliate and sales applications collect
and utilize data derived from user activity on the Flycast Network and the Web
sites of Web advertisers and sites using Flycast's solutions. This information
is used for targeting advertising and predicting advertising performance.
Although Flycast believes it has the right to use this information and the
compilation of this information in its database, trade secret, copyright or
other protection may not be available for this information. In addition, others
may claim rights to this information. Flycast has licensed, and may license in
the future, elements of its trademarks and similar intellectual property rights
to third parties. Although Flycast attempts to ensure that the quality of its
brand is maintained by these third parties, they may take actions that could
materially and adversely affect the value of Flycast's intellectual property
rights or its reputation.

Flycast cannot guarantee that any of its intellectual property rights will
be viable or valuable in the future since the validity, enforceability and
scope of protection of intellectual property rights in Internet-related
industries is uncertain and still evolving. Furthermore, third parties may
assert infringement claims against Flycast or the Web publishers with Web sites
in the Flycast Network. Any claims could subject Flycast to significant
liability for damages and could result in the invalidation of its intellectual
property rights. In addition, any claims could result in litigation, which
would be time-consuming and expensive to defend, and divert Flycast's time and
attention. Even if Flycast prevails, this litigation could materially and
adversely affect its business, results of operations and financial condition.
Any claims or litigation from third parties may also result in limitations on
Flycast's ability to use the intellectual property subject to these claims or
litigation unless Flycast enters into arrangements with the third parties
responsible for these claims or litigation, which may be unavailable on
commercially reasonable terms.

Flycast is subject to privacy concerns that may limit its success.

Flycast's technology collects and utilizes data derived from user activity
on the Web sites in the Flycast Network. AdEx enables the use of personal
profiles, in addition to other mechanisms, to deliver targeted advertising, to
help compile demographic information and to limit the frequency with which an
advertisement is shown to the user. The effectiveness of Flycast's technology
and the success of Flycast's business could be limited by any reduction or
limitation in the use of personal profiles. These personal profiles contain
bits of information keyed to a specific server, file pathway or directory
location that are stored in the Internet user's hard drive and passed to a Web
site's server through the user's browser software. Personal profiles are placed
on the user's hard drive without the user's knowledge or consent, but can be
removed by the user at any time through the modification of the user's browser
settings. In addition, currently available Web browsers can be configured to
prevent personal profiles from being stored on their hard drive. Some
commentators, privacy advocates and governmental bodies have suggested limiting
or eliminating the use of personal profiles.

23
<PAGE>

The European Union has recently adopted a directive addressing data privacy
that may result in limitations on the collection and use of information
regarding Internet users. These limitations may limit Flycast's ability to
target advertising or collect and use information in most European countries.

Flycast is subject to government regulation and legal uncertainties of doing
business on the Web.

Laws and regulations that apply to Internet communications, commerce and
advertising are becoming more prevalent. These regulations could affect the
costs of communicating on the Web and adversely affect the demand for Flycast's
advertising solutions or otherwise have a material and adverse effect on
Flycast's business, results of operations and financial condition. Recently,
the United States Congress enacted Internet legislation regarding children's
privacy, copyrights and taxation. A number of other laws and regulations may be
adopted covering issues such as user privacy, pricing, acceptable content,
taxation and quality of products and services. This legislation could hinder
growth in the use of the Web generally and decrease the acceptance of the Web
as a communications, commercial and advertising medium. In addition, the
growing use of the Web has burdened the existing telecommunications
infrastructure and has caused interruptions in telephone service. Telephone
carriers have petitioned the government to regulate and impose fees on Internet
service providers and online service providers in a manner similar to long
distance carriers.

Due to the global nature of the Web, it is possible that, while Flycast's
transmissions originate in California, the governments of other states or
foreign countries might attempt to regulate Flycast's transmissions or levy
sales or other taxes relating to Flycast's activities. Furthermore, the
European Union recently adopted a directive addressing data privacy that may
result in limits on the collection and use of user information. The laws
governing the Internet remain largely unsettled, even in areas where there has
been some legislative action. It may take years to determine whether and how
existing laws including those governing intellectual property, privacy, libel
and taxation apply to the Internet and Internet advertising. In addition, the
growth and development of the market for Internet commerce may prompt calls for
more stringent consumer protection laws, both in the United States and abroad,
that may impose additional burdens on companies conducting business over the
Internet. Flycast's business, results of operations and financial condition
could be adversely affected by the adoption or modification of laws or
regulations relating to the Internet, or the application of existing laws to
the Internet.

Flycast faces an unknown number of year 2000 risks.

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/or software used by many companies and governmental agencies may
need to be upgraded to comply with these year 2000 requirements or risk system
failure or miscalculations causing disruptions of normal business activities.

Flycast has made an assessment of its year 2000 readiness. Flycast performed
a year 2000 simulation on its software. Flycast has also contacted third-party
vendors, licensors and providers of software, hardware and services regarding
their year 2000 readiness.

Please see "Flycast Management's Discussion and Analysis of Financial
Condition and Results of Operations" on page 69 for more detailed information.

24
<PAGE>

Flycast expects to experience volatility in its stock price that could affect
your investment.

The price at which Flycast's common stock will trade at is likely to be
highly volatile and may fluctuate substantially due to factors such as:

. actual or anticipated . developments with respect to
fluctuations in Flycast's results intellectual property rights;
of operations;
. conditions and trends in the
. changes in or failure by Flycast Internet and other technology
to meet securities analysts' industries; and
expectations;
. general market conditions.
. announcements of technological
innovations;

. introduction of new services by
Flycast or its competitors;

In addition, the stock market has from time to time experienced significant
price and volume fluctuations that have affected the market prices for the
common stocks of technology companies, particularly Internet companies. In the
past, these broad market fluctuations have been unrelated or disproportionate
to the operating performance of these companies. Any significant fluctuations
in the future might result in a material decline in the market price of
Flycast's common stock. In the past, following periods of volatility in the
market price of a particular company's securities, securities class action
litigation has often been brought against that company. Flycast may become
involved in this type of litigation in the future. Litigation is often
expensive and diverts management's attention and resources, which could have a
material adverse effect upon Flycast's business and results of operations and
financial condition.

Flycast may not achieve the expected benefits from its acquisition of
InterStep, Inc.

On August 30, 1999, Flycast acquired InterStep, Inc. by issuing 480,337
shares of common stock for all of the outstanding shares of InterStep. Of the
480,337 shares of common stock, 47,558 shares are held by an escrow agent to
serve as security for the indemnity provided by some of the shareholders of
InterStep. Flycast accounted for the acquisition as a pooling-of-interests. The
acquisition of InterStep and any other company involve numerous risks,
including difficulties in the assimilation of the operations, technologies,
products and personnel of the acquired company, the diversion of management's
attention from other business concerns, risks of entering markets in which
Flycast has no or limited direct prior experience and the potential loss of key
employees of the acquired company. Therefore, Flycast's business, results of
operations, financial condition and the trading price of its common stock may
be materially and adversely affected due to the factors described above.

25
<PAGE>

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

CMGI and Flycast believe this proxy statement/prospectus and the documents
incorporated by reference herein contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are subject to risks and uncertainties and are based on the beliefs
and assumptions of management of CMGI and Flycast, based on information
currently available to each company's management. When we use words such as
"believes," "expects," "anticipates," "intends," "plans," "estimates,"
"should," "likely," "potential" or similar expressions, we are making forward-
looking statements. Forward-looking statements include the information
concerning possible or assumed future results of operations of CMGI or Flycast
set forth under:

. "Summary," "Selected Historical Condensed Consolidated and Unaudited Pro
Forma Financial Information," "Risk Factors," "The Merger--Background of the
Merger," "The Merger--CMGI's Reasons for the Merger," "The Merger--Flycast's
Reasons for the Merger; Recommendation of the Flycast Board of Directors,"
"The Merger--Opinion of Financial Advisor to Flycast," "Unaudited Pro Forma
Condensed Combined Financial Statements," "Description of Flycast's
Business" and "Flycast Management's Discussion and Analysis of Financial
Condition and Results of Operations;" and

. "Business" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in CMGI's Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q incorporated by reference into this proxy
statement/prospectus.

Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. The future results and stockholder values
of CMGI or Flycast may differ materially from those expressed in the forward-
looking statements. Many of the factors that will determine these results and
values are beyond our ability to control or predict. Stockholders are cautioned
not to put undue reliance on any forward-looking statements. For those
statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.

For a discussion of some of the factors that may cause actual results to
differ materially from those suggested by the forward-looking statements,
please read carefully the information under "Risk Factors" on page 7. In
addition to the risk factors and other important factors discussed elsewhere in
the documents which are incorporated by reference into this proxy
statement/prospectus, you should understand that the following important
factors could affect the future results of CMGI and could cause results to
differ materially from those suggested by the forward-looking statements:

. increased competitive pressures, . problems arising from the potential
both domestically and inability of computers to properly
internationally, including recognize and process date-sensitive
pressures that result from the information beyond January 1, 2000
issuance of patents or other which may result in an interruption
intellectual property to in, or a failure of, normal business
competitors of CMGI, which may activities or operations of CMGI,
affect sales of CMGI's services its suppliers and customers;
and impede CMGI's ability to
maintain its market share and . changes in laws or regulations,
pricing goals; including increased government
regulation of the Internet and
. changes in United States, global privacy related issues, third party
or regional economic conditions relations and approvals, decisions
which may affect sales of CMGI's of courts, regulators and
products and services and governmental bodies which may
increase costs associated with adversely affect CMGI's business or
distributing such products; ability to compete

. changes in United States and . CMGI may encounter greater than
global financial and equity expected costs and difficulties
markets, including significant related to combining Flycast's
interest rate fluctuations, which technology with the technology of
may increase the cost of external CMGI's current network of Internet
financing for CMGI's operations, advertising companies;
and currency fluctuations, which
may negatively impact CMGI's
reportable income;

26
<PAGE>

. CMGI may be unable to retain . other risks and uncertainties as
certain customers of Flycast who may be detailed from time to time
may terminate their relationship in CMGI's public announcements
with Flycast as a result of the and Securities and Exchange
merger because they deem Commission filings.
themselves competitors of CMGI;

. CMGI may be unable to retain
certain Flycast employees if,
after the merger, some of the
activities and management of
Flycast moves to the East Coast;
and

This list of factors that may affect future performance and the accuracy of
forward-looking statements is illustrative, but by no means exhaustive.
Accordingly, all forward-looking statements should be evaluated with the
understanding of their inherent uncertainty.

27
<PAGE>

SELECTED HISTORICAL CONDENSED CONSOLIDATED AND
UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following tables present selected historical condensed consolidated
financial information, selected unaudited pro forma condensed combined
financial information and comparative per share data for CMGI and Flycast. This
information has been derived from their respective financial statements and
notes, certain of which are included or incorporated by reference in this proxy
statement/prospectus.

CMGI Selected Historical Condensed Consolidated Financial Information
(In thousands, except per share data)

The following selected historical condensed consolidated financial
information should be read in conjunction with CMGI's audited consolidated
financial statements and related notes and with CMGI's "Management's Discussion
and Analysis of Financial Condition and Results of Operations" which are
incorporated by reference in this proxy statement/prospectus. The consolidated
statement of operations information for each of the years in the five year
period ended July 31, 1999, and the consolidated balance sheet data as of July
31, 1999, 1998, 1997, 1996 and 1995 have been derived from CMGI's consolidated
financial statements. Historical results are not necessarily indicative of the
results to be expected in the future. No cash dividends have been declared or
paid on CMGI common stock.

<TABLE>
<CAPTION>
Fiscal Year ended July 31,
------------------------------------------------
1999 1998 1997 1996 1995
--------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
Consolidated Statement of
Operations Data:
Net revenues................ $ 175,666 $ 81,916 $ 60,056 $ 17,735 $11,091
Cost of revenues............ 168,909 72,950 34,866 11,215 7,259
Research and development
expenses................... 22,478 19,223 17,767 5,412 --
In-process research and
development expenses....... 6,061 10,325 1,312 2,691 --
Selling, general and
administrative expenses.... 104,877 49,677 47,031 16,812 2,722
--------- -------- -------- -------- -------
Operating income (loss)..... (126,659) (70,259) (40,920) (18,395) 1,110
Interest income (expense),
net........................ 269 (870) 1,749 2,691 225
Gains on issuance of stock
by subsidiaries and
affiliates................. 130,729 46,285 -- 19,575 --
Other gains, net............ 758,312 96,562 27,140 30,049 4,781
Other expense, net.......... (13,406) (12,899) (769) (746) (292)
Income tax expense.......... (325,402) (31,555) (2,034) (17,566) (2,113)
--------- -------- -------- -------- -------
Income (loss) from
continuing operations...... 423,843 27,264 (14,834) 15,608 3,711
Discontinued operations, net
of income taxes............ 52,397 4,640 (7,193) (1,286) 24,504
--------- -------- -------- -------- -------
Net income (loss)........... 476,240 31,904 (22,027) 14,322 28,215
Preferred stock accretion... (1,662) -- -- -- --
--------- -------- -------- -------- -------
Net income (loss) available
to common stockholders..... $ 474,578 $ 31,904 $(22,027) $ 14,322 $28,215
========= ======== ======== ======== =======
Diluted earnings (loss) per
share:
Income (loss) from
continuing operations...... $ 4.10 $ 0.30 $ (0.20) $ 0.20 $ 0.05
Discontinued operations..... 0.50 0.06 (0.09) (0.02) 0.33
--------- -------- -------- -------- -------
Net income (loss)........... $ 4.60 $ 0.36 $ (0.29) $ 0.18 $ 0.38
========= ======== ======== ======== =======
Shares used in computing
diluted earnings (loss) per
share...................... 103,416 90,060 75,432 77,456 75,128
========= ======== ======== ======== =======
</TABLE>

<TABLE>
<CAPTION>
July 31,
---------------------------------------------
1999 1998 1997 1996 1995
---------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
Consolidated Balance Sheet Data
Working capital.................. $1,381,005 $ 12,784 $ 38,554 $ 72,009 $47,729
Total assets..................... 2,404,594 259,818 146,248 106,105 77,803
Long-term obligations............ 34,867 5,801 16,754 514 415
Redeemable preferred stock....... 411,283 -- -- -- --
Stockholders' equity............. 1,062,461 133,136 29,448 53,992 55,490
</TABLE>

28
<PAGE>

Flycast's Selected Historical Condensed Consolidated Financial Information
(In thousands, except per share data)

The following selected condensed historical consolidated financial
information should be read in conjunction with Flycast's consolidated financial
statements and related notes and "Flycast Management's Discussion and Analysis
of Financial Condition and Results of Operations" on page 69, which are
included in this proxy statement/prospectus. The consolidated statement of
operations information for each of the three years ended December 31, 1998, and
the consolidated balance sheet data at December 31, 1996, 1997 and 1998, are
derived from the audited consolidated financial statements of Flycast appearing
elsewhere in this proxy statement/prospectus. The selected financial data for
the nine month periods ended September 30, 1998 and 1999 and as of September
30, 1999 have been derived from Flycast's unaudited consolidated financial
statements and in the opinion of Flycast's management include all adjustments
(consisting only of normal recurring adjustments) which are necessary to
present fairly the results of operations and financial position of Flycast for
those periods in accordance with generally accepted accounting principles.
Historical results are not necessarily indicative of the results to be expected
in the future. No cash dividends have been declared or paid on Flycast common
stock.

<TABLE>
<CAPTION>
Nine Months
Ended
Year Ended December 31, September 30,
------------------------- -----------------
1996 1997 1998 1998 1999
------ ------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
Consolidated Statement of
Operations Data:
Revenue......................... $ 123 $ 934 $ 9,282 $ 4,765 $ 24,066
Cost of revenue................. 5 600 6,118 3,066 16,811
------ ------- -------- ------- --------
Gross profit.................... 118 334 3,164 1,699 7,255
------ ------- -------- ------- --------
Operating expenses.............. (512) (3,673) (11,612) (7,030) (26,004)
Interest income (expense), net.. (1) (7) (412) (71) 56
------ ------- -------- ------- --------
Net loss........................ $ (395) $(3,346) $ (8,860) $(5,402) $(18,693)
====== ======= ======== ======= ========
Accretion of mandatorily
redeemable preferred stock..... -- (206) (656) (491) (667)
------ ------- -------- ------- --------
Loss attributable to common
stockholders................... $ (395) $(3,552) $ (9,516) $(5,893) $(19,360)
====== ======= ======== ======= ========
Basic and diluted loss per
share.......................... $(0.83) $ (6.03) $ (7.26) $ (4.77) $ (2.18)
====== ======= ======== ======= ========
Shares used in basic and diluted
loss per share................. 476 589 1,311 1,235 8,895
====== ======= ======== ======= ========
Pro forma basic and diluted loss
per share (1).................. $ (1.25) $ (0.79) $ (1.61)
======== ======= ========
Shares used in pro forma basic
and diluted loss per
share (1)...................... 7,589 7,471 12,027
======== ======= ========
</TABLE>

<TABLE>
<CAPTION>
December 31,
---------------------- September 30,
1996 1997 1998 1999
---- ------ -------- -------------
<S> <C> <C> <C> <C>
Consolidated Balance Sheet Data
Cash, cash equivalents and short-term
investments............................ $27 $3,593 $ 5,380 $71,416
Working capital (deficiency)............ (41) 3,569 4,518 66,293
Total assets............................ 319 4,885 11,502 94,675
Long-term obligations, less current
portion................................ -- 40 4,723 3,413
Mandatorily redeemable preferred stock.. -- 8,195 13,855 --
Total common stockholders' equity
(deficit).............................. 198 (3,945) (12,007) 72,801
</TABLE>
- --------
(1) Pro forma basic and diluted loss per common share is computed by dividing
loss attributable to common stockholders by the weighted average number of
common shares outstanding for the period (excluding shares subject to
repurchase) and the weighted average number of common shares resulting from
the assumed conversion of outstanding shares of mandatorily redeemable
preferred stock.

29
<PAGE>

Selected Unaudited Pro Forma Condensed Combined Financial Information

The selected unaudited pro forma condensed combined financial information,
which has been derived from the selected historical consolidated financial
statements, appearing elsewhere herein or incorporated herein by reference,
gives effect to the acquisitions of AltaVista and Flycast as purchases. This
pro forma combined financial information should be read in conjunction with the
pro forma financial statements and their notes, as well as the Forms 8-K and 8-
K/A filed by CMGI with respect to its acquisition of AltaVista on August 18,
1999. For the purpose of the unaudited pro forma condensed combined statement
of operations data, CMGI's results of operations for the fiscal year ended July
31, 1999 have been combined with both AltaVista's results of operations for its
comparable twelve month period and Flycast's results of operations for the
twelve month period ended June 30, 1999, giving effect to the acquisitions as
if they had occurred on August 1, 1998. For the purpose of the unaudited pro
forma condensed combined balance sheet data, CMGI's consolidated balance sheet
as of July 31, 1999 has been combined with both AltaVista's and Flycast's
consolidated balance sheets as of June 30, 1999, giving effect to the
acquisitions as if they had occurred on July 31, 1999.

The pro forma information is presented for illustrative purposes only and is
not necessarily indicative of the operating results or financial position that
would have occurred if the acquisitions had occurred on August 1, 1998, nor is
it necessarily indicative of the future operating results or financial position
of the combined enterprise.

CMGI and Flycast
Selected Unaudited Pro Forma Condensed Combined Financial Information
(In thousands, except per share data)

<TABLE>
<CAPTION>
Year Ended
July 31,
1999
-----------
<S> <C>
Pro Forma Condensed Combined Statement of Operations Data:
Net revenue......................................................... $ 292,100
Operating loss...................................................... (1,377,365)
Loss from continuing operations available to common stockholders.... (485,806)
Loss from continuing operations per share--basic and diluted........ (4.02)
<CAPTION>
July
31, 1999
----------
<S> <C>
Pro Forma Condensed Combined Balance Sheet Data:
Working capital..................................................... $1,410,589
Total assets........................................................ 5,964,875
Long-term obligations and convertible, redeemable preferred stock... 847,090
Stockholders' equity................................................ 3,984,461
</TABLE>

30
<PAGE>

COMPARATIVE PER SHARE DATA

The following table summarizes certain unaudited per share information for
CMGI and Flycast on a historical pro forma condensed combined and equivalent
pro forma condensed combined basis. The following information should be read in
conjunction with the audited consolidated financial statements of CMGI and
Flycast, the selected condensed consolidated financial data and the unaudited
pro forma condensed combined financial information included elsewhere or
incorporated by reference herein, including the Forms 8-K and 8-K/A filed by
CMGI related to its August 18, 1999 acquisition of AltaVista. The pro forma
information is presented for illustrative purposes only and is not necessarily
indicative of the operating results or financial position that would have
occurred if the acquisitions of AltaVista and Flycast had been consummated as
of August 1, 1998. The historical book value per share is computed by dividing
total stockholders' equity by the number of common shares outstanding at the
end of the period. The pro forma net loss per share from continuing operations
is computed by dividing the pro forma net loss from continuing operations by
the pro forma weighted average number of shares outstanding. The pro forma
combined book value per share is computed by dividing total pro forma
stockholders' equity by the pro forma number of basic and diluted shares
outstanding at the end of the period. The Flycast equivalent pro forma combined
per share amounts as of July 31, 1999 are calculated by multiplying the CMGI
pro forma combined per share amounts by the common stock exchange ratio of
0.4738.

<TABLE>
<CAPTION>
Year Ended
CMGI July 31, 1999
- ---- -------------
<S> <C>
Historical Per Common Share Data:
Income from continuing operations--basic.......................... $ 4.53
Income from continuing operations--diluted........................ 4.10
Book value........................................................ 11.12

Pro Forma Combined Per Common Share Data:
Loss from continuing operations--basic and diluted................ $(4.02)
Book value........................................................ 32.23
</TABLE>

<TABLE>
<CAPTION>
Twelve Months
Ended
Flycast July 31, 1999
- ------- -------------
<S> <C>
Historical Per Common Share Data:
Loss from continuing operations--basic and diluted................ $(3.87)
Book value........................................................ 5.35

Equivalent Pro Forma Combined Per Common Share Data:
Loss from continuing operations--basic and diluted................ $(1.90)
Book value........................................................ 15.27
</TABLE>

31
<PAGE>

MARKET PRICE INFORMATION

CMGI Market Price Information

CMGI common stock has traded on the Nasdaq National Market under the symbol
"CMGI" since January 25, 1994.

The table below sets forth, for the periods indicated, the high and low sale
prices of CMGI common stock as reported on the Nasdaq National Market, as
adjusted for 2-for-1 stock splits effected on each of May 11, 1998, January 11,
1999 and May 27, 1999.

<TABLE>
<CAPTION>
CMGI
Common Stock
--------------
High Low
------- ------
<S> <C> <C>
Fiscal 1998
Quarter ended October 31, 1997.................................. $ 3.56 $ 1.84
Quarter ended January 31, 1998.................................. $ 4.63 $ 2.39
Quarter ended April 30, 1998.................................... $ 13.44 $ 4.57
Quarter ended July 31, 1998..................................... $ 22.94 $ 8.31
Fiscal 1999
Quarter ended October 31, 1998.................................. $ 22.50 $ 8.63
Quarter ended January 31, 1999.................................. $ 77.50 $14.53
Quarter ended April 30, 1999.................................... $165.00 $41.00
Quarter ended July 31, 1999..................................... $129.19 $71.50
Fiscal 2000
Quarter ended October 31, 1999.................................. $115.19 $66.25
Quarter ending January 31, 2000 (through December 2, 1999)...... $170.75 $96.19
</TABLE>

Flycast Market Price Information

The Flycast common stock has traded on the Nasdaq National Market under the
symbol "FCST" since May 4, 1999, the date of Flycast's initial public offering.

The table below sets forth, for the periods indicated, the high and low sale
prices per share of Flycast common stock as reported on the Nasdaq National
Market.

<TABLE>
<CAPTION>
Flycast
Common Stock
-------------
High Low
------ ------
<S> <C> <C>
Fiscal 1999
Quarter ended June 30, 1999...................................... $30.38 $16.75
Quarter ended September 30, 1999................................. $45.50 $18.38
Quarter ending December 31, 1999 (through December 2, 1999)...... $78.81 $41.25
</TABLE>

32
<PAGE>

Recent Closing Prices

The following table sets forth the closing prices per share of CMGI common
stock and Flycast common stock as reported on the Nasdaq National Market on (1)
September 29, 1999, the last full trading day prior to the public announcement
that CMGI and Flycast had entered into the merger agreement and (2) December 2,
1999, the most recent practicable date prior to the printing of this proxy
statement/prospectus. This table also sets forth the equivalent price per share
of Flycast common stock on those dates. The equivalent price per share is equal
to the closing price of a share of CMGI common stock on that date multiplied by
0.4738, the number of shares of CMGI common stock to be issued in the merger in
exchange for each share of Flycast common stock.

<TABLE>
<CAPTION>
CMGI Flycast Equivalent
Common Common per
Date Stock Stock Share Price
- ---- ------- ------- -----------
<S> <C> <C> <C>
September 29, 1999.................................. $100.31 $38.00 $47.53
December 2, 1999.................................... $156.13 $71.94 $73.97
</TABLE>

Flycast and CMGI believe that Flycast common stock presently trades on the
basis of the value of CMGI common stock expected to be issued in exchange for
the Flycast common stock in the merger, discounted primarily for the
uncertainties associated with the merger.

Flycast stockholders are advised to obtain current market quotations for
CMGI common stock and Flycast common stock. No assurance can be given as to the
market prices of CMGI common stock or Flycast common stock at any time before
the consummation of the merger or as to the market price of CMGI common stock
at any time after the merger. Because the exchange ratio is fixed, the exchange
ratio will not be adjusted to compensate Flycast stockholders for decreases in
the market price of CMGI common stock which could occur before the merger
becomes effective. In the event the market price of CMGI common stock decreases
or increases prior to the consummation of the merger, the value of the CMGI
common stock to be received in the merger in exchange for Flycast common stock
would correspondingly decrease or increase.

Dividends

CMGI has never declared or paid cash dividends on its common stock. CMGI
currently intends to retain earnings, if any, to support its growth strategy
and does not anticipate paying cash dividends in the foreseeable future.
Payment of future dividends, if any, will be at the discretion of the CMGI
board of directors after taking into account various factors, including CMGI's
financial condition, operating results, current and anticipated cash needs and
plans for expansion.

Flycast has never declared or paid cash dividends on its capital stock.
Flycast currently intends to retain all available funds and any future earnings
for use in the operation of its business and does not anticipate paying any
cash dividends in the foreseeable future.

33
<PAGE>

THE SPECIAL MEETING

We are furnishing this proxy statement/prospectus to holders of Flycast
common stock in connection with the solicitation of proxies by the Flycast
board of directors for use at the special meeting of Flycast stockholders to be
held on Thursday, January 13, 2000, and any adjournment of the meeting.

This proxy statement/prospectus is first being mailed to Flycast
stockholders on or about December 9, 1999. This proxy statement/prospectus is
also furnished to Flycast stockholders as a prospectus in connection with the
issuance by CMGI of shares of CMGI common stock as contemplated by the merger
agreement.

Date, Time and Place

The special meeting will be held on Thursday, January 13, 2000 at 10:00
a.m., local time, at the W Hotel, 181 3rd Street, San Francisco, California
94103.

Matters to be Considered at the Special Meeting

At the special meeting of Flycast stockholders, and any adjournment of the
special meeting, Flycast stockholders will be asked:

. to consider and vote upon a proposal to approve and adopt the agreement and
plan of merger, dated as of September 29, 1999, by and among CMGI, Freemont
Corporation and Flycast, and their merger, under which Flycast will become a
wholly owned subsidiary of CMGI and each outstanding share of Flycast common
stock will be converted into the right to receive 0.4738 shares of CMGI
common stock; and

. to transact such other matters which may properly come before the special
meeting or any and all adjournment(s) thereof.

Record Date

Only stockholders of record of Flycast common stock at the close of business
December 1, 1999 are entitled to notice of and to vote at the special meeting.

Voting and Revocation of Proxies

We request that Flycast stockholders complete, date and sign the
accompanying proxy and promptly return it in the accompanying postage-paid
envelope to U.S. Stock Transfer Corporation, or otherwise mail it to them at
P.O. Box 27302, Glendale, California 91225. Brokers holding shares in "street
name" may vote the shares only if the beneficial stockholder provides
instructions on how to vote. Brokers will provide beneficial owners
instructions on how to direct the brokers to vote the shares. All properly
executed proxies that Flycast receives prior to the vote at the special
meeting, and that are not revoked, will be voted in accordance with the
instructions indicated on the proxies. If no direction is indicated, the
proxies will be voted to approve the merger agreement and the merger. The
Flycast board of directors does not currently intend to bring any other
business before the special meeting and, so far as the Flycast board of
directors knows, no other matters are to be brought before the special meeting.
If other business properly comes before the special meeting or any adjournment,
the proxies will vote in accordance with Flycast's management's own judgment.

Flycast stockholders may revoke their proxies at any time prior to its use:

. by delivering to the secretary of Flycast a signed notice of revocation or a
later-dated, signed proxy; or

. by attending the special meeting and voting in person.

Attendance at the special meeting does not in itself constitute the
revocation of a proxy.

34
<PAGE>

Vote Required

As of the close of business on December 1, 1999, the record date, there were
15,182,128 shares of Flycast common stock outstanding and entitled to vote. As
of the close of business on the record date, there were approximately 250
stockholders of record. The holders of a majority of the outstanding shares of
Flycast common stock must approve the merger agreement and the merger. Flycast
stockholders have one vote per share of Flycast common stock owned on the
record date.

As of December 1, 1999, the directors and officers of Flycast and their
affiliates beneficially owned an aggregate of 4,026,057 shares of Flycast
common stock (excluding any shares issuable upon the exercise of options) or
approximately 26.5% of the shares of Flycast common stock outstanding on that
date. Certain directors, officers and their affiliates, holding an aggregate of
3,175,968 shares of Flycast common stock, have agreed to vote their shares in
favor of the merger. See "The Merger--Interests of Executive Officers and
Directors of Flycast in the Merger" on page 49.

Quorum; Abstentions and Broker Non-Votes

The required quorum for the transaction of business at the special meeting
is a majority of the shares of Flycast common stock issued and outstanding on
the record date. Abstentions and broker non-votes each will be included in
determining the number of shares present and voting at the meeting for the
purpose of determining the presence of a quorum. Because approval of the merger
agreement and the consummation of the merger requires the affirmative vote of a
majority of the outstanding shares of Flycast common stock entitled to vote,
abstentions and broker non-votes will have the same effect as votes against the
merger agreement and the consummation of the merger. In addition, the failure
of a Flycast stockholder to return a proxy or vote in person will have the
effect of a vote against the approval of the merger agreement and the merger.
Brokers holding shares for beneficial owners cannot vote on the actions
proposed in this proxy statement/prospectus without the beneficial owners'
specific instructions. Accordingly, Flycast stockholders are urged to return
the enclosed proxy card marked to indicate their vote.

You Do Not Have Appraisal Rights

Holders of Flycast common stock are not entitled to appraisal rights with
respect to the merger.

Solicitation of Proxies and Expenses

Flycast has retained the services of Corporate Investor Communications, Inc.
to assist in the solicitation of proxies from its stockholders. The fees to be
paid to Corporate Investor Communications, Inc. for its services will be paid
by Flycast and are expected to be $5,500, plus reasonable expenses. Flycast
will bear its own expenses in connection with the solicitation of proxies for
its special meeting of stockholders, except that CMGI and Flycast each will pay
one-half of all printing and filing costs, fees and expenses, other than
attorneys' fees, incurred in connection with the registration statement, of
which this proxy statement/prospectus is a part.

In addition to solicitation by mail, the directors, officers and employees
of Flycast may solicit proxies from Flycast stockholders by telephone,
facsimile, e-mail or in person. Brokerage houses, nominees, fiduciaries and
other custodians will be requested to forward proxy materials to beneficial
owners and will be reimbursed for their reasonable expenses incurred in sending
the proxy materials to beneficial owners.

Board Recommendation

The Flycast board of directors has determined that the merger agreement and
the merger are fair to, and in the best interests of, Flycast and its
stockholders. Accordingly, the Flycast board of directors has unanimously
approved the merger agreement and has unanimously recommended that the Flycast
stockholders vote for approval of the merger agreement and the merger. In
considering the recommendation of the Flycast board of directors, Flycast
stockholders should be aware that Flycast's directors and officers have

35
<PAGE>

interests in the merger that are different from, or in addition to, those of
Flycast's other stockholders, and that CMGI has agreed to provide employment,
severance and/or indemnification arrangements to the directors and senior
officers of Flycast. See "The Merger-Interests of Executive Officers and
Directors of Flycast in the Merger" on page 49.

The matters to be considered at the special meeting are of great importance
to Flycast stockholders. Accordingly, Flycast stockholders are urged to read
and carefully consider the information presented in this proxy
statement/prospectus, and to complete, date, sign and promptly return the
enclosed proxy in the enclosed postage-paid envelope.

Flycast stockholders should not send any stock certificates with their proxy
cards. A transmittal form with instructions for the surrender of Flycast common
stock certificates will be mailed to Flycast stockholders promptly after
completion of the merger. For more information regarding the procedures for
exchanging Flycast stock certificates for CMGI stock certificates, see "The
Merger Agreement--Exchange of Certificates" on page 54.

36
<PAGE>

THE MERGER

Background of the Merger

Flycast and CMGI have been familiar with each other for well over a year. As
participants in related segments of a rapidly emerging new industry, executives
of Flycast, CMGI and Engage Technologies, a majority-owned subsidiary of CMGI,
had occasional contact in the normal course of doing business and discussing
possible ways of working together.

On June 12, 1998, shortly after Mr. George Garrick assumed the position of
Chief Executive Officer of Flycast, representatives from Flycast, CMGI and
Engage met at CMGI's offices in Andover, Massachusetts in order to discuss
potential business opportunities. Present from Flycast were Mr. Garrick and Mr.
Ted Dintersmith, then a member of the Flycast board of directors. Present from
CMGI were Mr. David Andonian, President, Business Development, and Mr. Bill
White, Executive Vice President of Marketing and Communications. Present from
Engage were Mr. Paul Schaut, Chief Executive Officer of Engage, Mr. David Fish,
Vice President, Marketing for Engage, and Mr. Dan Jaye, Chief Technical Officer
for Engage. At this meeting, the parties provided overviews of their companies
and discussed mutual opportunities for working together, including a possible
partnering between ADSmart, a wholly owned subsidiary of CMGI, and Flycast, a
possible acquisition of ADSmart by Flycast, possible reseller and licensing
agreements between Flycast and Engage, a possible investment in Flycast by
CMGI, and other related topics.

Over the next few months, executives from Flycast and CMGI continued to
maintain contact and to have discussions concerning primarily the possible
acquisition of ADSmart by Flycast and Flycast licensing Engage's technology.
These discussions included the exchange of specific terms for possible
commercial agreements, as well as several follow up meetings.

Eventually, Flycast and CMGI realized that they were not likely to agree on
terms that would lead to a substantive agreement of any kind, and discussions
between the two companies tapered off.

In early January 1999, Mr. Schaut contacted Mr. Garrick to revive
discussions about Flycast agreeing to license and resell Engage's technology.
Over the next two to three months, teams from the respective companies
conducted evaluations of the compatibility of the two companies' technologies
and held discussions concerning the terms of such an agreement. Again, the two
companies were unable to reach an agreement satisfactory to both sides.

On May 4, 1999, Flycast completed its initial public offering.

During the last week of July 1999, Mr. Garrick received a telephone call
from a company indicating interest in the possible acquisition of Flycast.
During the first week of August 1999, Mr. Garrick received a telephone call
from a second company indicating its interest in the possible acquisition of
Flycast.

In early August 1999, Mr. Garrick received a phone call from a
representative of Robertson Stephens, one of CMGI's investment bankers.
Robertson Stephens proposed a possible merger of Flycast and ADSmart.
Mr. Garrick indicated that he would be interested in a discussion if this were
a CMGI initiative rather than solely an ADSmart initiative, and if it involved
additional companies beyond Flycast and ADSmart. On August 11, 1999, Flycast
formally retained Deutsche Bank Securities Inc. to act as its financial advisor
in connection with possible business combinations. Mr. Garrick asked Robertson
Stephens to follow up by contacting Deutsche Bank.

On August 18, 1999, Mr. Garrick met with Mr. Andonian in New York City. They
spent the evening discussing the industry in general, emerging trends, their
respective visions for the industry and their companies, and the opportunities
associated with a CMGI acquisition of Flycast. Mr. Garrick indicated to Mr.
Andonian that Flycast would be interested in talking further, and apprised Mr.
Andonian of the fact that there were other interested suitors.

37
<PAGE>

On August 25, 1999, the Flycast board of directors held a special meeting at
the San Francisco offices of Deutsche Bank to review discussions held with CMGI
and the two other companies regarding the possible acquisition of Flycast.
Directors David Cowan, Howard Draft, George Garrick, Gary Prophitt and Michael
Solomon attended the meeting. The meeting was also attended by members of
Flycast management, representatives from Wilson Sonsini Goodrich & Rosati,
outside legal counsel to Flycast, and representatives from Deutsche Bank. The
chairman of the board summarized the interactions with the interested suitors.
Legal counsel reviewed and commented upon the duties of the board of directors
in the context of a potential acquisition of Flycast. Deutsche Bank presented
an analysis of hypothetical combinations of Flycast with each suitor and the
strategic effects of each combination. Legal counsel advised the board of
directors on their responsibilities as board members with regard to both the
interests of Flycast stockholders and Flycast's long term strategy and answered
questions regarding the acquisition process and their fiduciary duties to
Flycast stockholders. Deutsche Bank provided further analysis of the respective
suitors.

On August 30, 1999, the first of the other interested suitors delivered to
Deutsche Bank a proposal for the acquisition of Flycast. The proposal was
considered inadequate. The second interested suitor continued to express
interest. Representatives of Deutsche Bank were instructed to maintain contact
with both of these companies.

Over the next week, several conversations took place between Robertson
Stephens and Deutsche Bank in order to discuss the terms of a potential
proposal for the acquisition of Flycast by CMGI.

On September 3, 1999, Mr. Garrick and Ralph Harms, Chief Financial Officer,
Thomas L. Marcus, Executive Vice President, and Patricia Mattler, Vice
President of Finance of Flycast met with representatives of CMGI and Robertson
Stephens at the offices of Deutsche Bank and discussed the potential
complementary nature of the businesses of Flycast and CMGI and the possible
ways the two companies could work together.

On September 7, 1999, Mr. Garrick, Mr. Harms, Mr. Marcus and Ms. Mattler of
Flycast again met with representatives from CMGI and Robertson Stephens at the
offices of Deutsche Bank and discussed the business models of the two
companies.

On September 9, 1999, representatives of Flycast, and representatives of
CMGI and Robertson Stephens participated on a conference call. The parties
again discussed the business models of the two companies.

On September 10, 1999, Robertson Stephens submitted a written proposal on
behalf of CMGI to Deutsche Bank, outlining the principal acquisition terms
under which CMGI was prepared to enter into a definitive merger agreement to
acquire Flycast, including an exclusive negotiating period between Flycast and
CMGI.

On September 11, 1999, the Flycast board of directors held a series of three
special meetings. Directors Cowan, Draft, Garrick, Prophitt and Solomon
participated in each meeting by telephone. Each meeting was also attended by a
member of Flycast management, a representative from Wilson Sonsini Goodrich &
Rosati, and representatives from Deutsche Bank. At the first meeting, the
Flycast board of directors discussed the economic terms of the acquisition
proposal from CMGI. Deutsche Bank described the economic terms of the proposal
and described CMGI's organizational structure and its businesses. At the second
meeting, the Flycast board of directors engaged in a discussion with an
executive officer of the second suitor who described the potential combination
of Flycast with his company. The executive officer noted that any acquisition
proposal would be further delayed and the likelihood of a proposal had been
reduced due to other pending strategic transactions. At the third meeting, the
Flycast board of directors considered the meeting with the executive officer of
the second suitor and noted the potential delay and uncertainty of an
acquisition with the second suitor. The Flycast board of directors instructed
the officers to continue negotiations with both CMGI and the second suitor and
to continue due diligence efforts with both companies.

On September 13, 1999, Flycast, through Deutsche Bank, countered CMGI's
September 10th proposal and communicated to CMGI that the price was not
acceptable to the Flycast board of directors.

38
<PAGE>

On September 14, 1999, Robertson Stephens communicated verbally to Deutsche
Bank an informal set of improved terms which involved a higher per-share price
for Flycast.

On September 16, 1999, Mr. Garrick, Mr. Marcus and Ms. Mattler of Flycast
met with Mr. Andonian and Mr. Zur Muhlen of CMGI at the offices of Deutsche
Bank to discuss pricing and other terms of the proposed merger.

On September 18, 1999, the Flycast board of directors held a special meeting
to consider the revised CMGI proposal to acquire Flycast. Directors Cowan,
Draft, Garrick, Prophitt and Solomon participated in the meeting by telephone.
The meeting was also attended by a member of Flycast management, and
representatives from Deutsche Bank. A representative of Deutsche Bank briefed
the Flycast board of directors on the revised proposal and the economic terms
of the proposal. The Flycast board of directors instructed Deutsche Bank to
communicate back to Robertson Stephens a counter-offer. The Flycast board of
directors noted that discussions with the second suitor had been delayed.

On September 21, 1999, Robertson Stephens communicated to Deutsche Bank that
Flycast's counter-offer had been presented to the CMGI board of directors.
However, the CMGI board of directors decided not to amend its prior offer and
informed Flycast, through Robertson Stephens, of its decision not to accept
Flycast's counter-offer. Afterwards, Mr. Garrick and Mr. Andonian had several
telephone conversations to discuss the status of the negotiations and to
explore acceptable terms. That evening, Flycast and CMGI entered into a mutual
confidentiality agreement.

On September 22, 1999, Mr. Garrick and Mr. Andonian had several telephone
conversations to discuss the proposed principal terms of the acquisition.
Following the telephone calls, Flycast, CMGI, Deutsche Bank and Robertson
Stephens engaged in a conference call to review the proposed terms. The Flycast
board of directors held a special meeting that afternoon to discuss the CMGI
proposal to acquire Flycast. Directors Cowan, Draft, Garrick and Solomon
participated in the meeting by telephone. The meeting was also attended by a
member of Flycast management, representatives from Wilson Sonsini Goodrich &
Rosati, and representatives from Deutsche Bank. A representative from Deutsche
Bank presented the status of discussions with the potential acquiring parties.
The representative from Deutsche Bank reported that the first suitor had failed
to continue discussions, the second suitor had cited factors that would cause
it to delay any possible proposal and CMGI had presented a proposal. The
representative then reviewed the principal terms of the CMGI proposal. Legal
counsel commented on certain aspects of the CMGI proposal. The Flycast board of
directors held a full discussion of the terms of the proposed merger, including
the strategic benefits of the combination, the exchange ratio and the stock
option to be granted by Flycast to CMGI. In addition, the Flycast board of
directors discussed the lock-up letter by which Flycast would agree that it
would negotiate exclusively with CMGI until October 12, 1999 and discussed the
standstill agreement by which Flycast would agree not to acquire shares of CMGI
for one year. The Flycast board of directors then authorized Mr. Garrick to
sign the lock-up letter and the standstill agreement, and to proceed with
negotiating a definitive merger agreement.

On September 23, 1999 and for the next several days, representatives of CMGI
conducted due diligence of Flycast at the San Francisco offices of Deutsche
Bank.

On September 25, 1999, CMGI's legal counsel delivered draft definitive
merger agreement documents. Negotiation of the terms of these documents
commenced on September 26 and continued among Flycast, CMGI and their
respective legal counsel and financial advisors over the next several days.

On September 26, 1999, the CMGI board of directors held a special meeting
and approved the definitive merger agreement.

On September 27, 1999, representatives from Flycast and Deutsche Bank met
with representatives from CMGI in Andover, Massachusetts and conducted due
diligence on CMGI.

39
<PAGE>

On September 28, 1999, Mr. Garrick met with Mr. Zur Muhlen, Mr. Huey, and
Mr. Andonian at CMGI's offices in Andover, Massachusetts to discuss certain
terms of the proposed transaction. That afternoon, the Flycast board of
directors held a special meeting at the Palo Alto offices of Wilson Sonsini
Goodrich & Rosati to discuss the CMGI proposal to acquire Flycast. Directors
Cowan, Garrick, and Solomon attended the meeting. The meeting was also attended
by members of Flycast management, representatives from Wilson Sonsini Goodrich
& Rosati, and representatives from Deutsche Bank. Legal counsel advised the
Flycast board of directors on the status of the definitive merger agreement and
of the Flycast board of directors' fiduciary duties to Flycast stockholders.
Deutsche Bank reviewed the principal terms of the transaction, discussed the
proposed consideration to be paid to Flycast stockholders and provided a
preliminary financial analysis of the proposed transaction. Legal counsel
reviewed with the Flycast board of directors a number of factors which the
Flycast board of directors had considered relating to the evaluation of
strategic alternatives and Flycast's long term strategy goals. The Flycast
board of directors asked questions of management, legal counsel and Deutsche
Bank.

In the afternoon of September 29, 1999, Flycast and CMGI met at the San
Francisco offices of Flycast to finalize the remaining issues of the definitive
merger agreement. The Flycast board of directors convened a special meeting at
Flycast's offices to consider and act upon approval of the proposed acquisition
by CMGI. Directors Cowan, Draft, Prophitt and Solomon participated in the
meeting by telephone. Director Garrick attended the meeting in person. The
meeting was also attended by members of Flycast management, representatives
from Wilson Sonsini Goodrich & Rosati and representatives from Deutsche Bank.
Legal counsel reported on the negotiation of certain issues with CMGI.
Representatives of Deutsche Bank presented their due diligence, reviewed and
updated the financial analysis previously presented to the Flycast board of
directors, presented an analysis of the valuation of Flycast, of CMGI and the
value of the proposed acquisition, and commented further on the financial
aspects of the acquisition. The representatives from Wilson Sonsini Goodrich &
Rosati reviewed the principal terms of the definitive merger agreement, advised
the Flycast board of directors of their fiduciary duties to the Flycast
stockholders and noted that the Flycast board of directors had considered other
strategic alternatives that were available to Flycast. Deutsche Bank delivered
its opinion that the exchange ratio is fair, from a financial point of view, to
the holders of Flycast common stock. After an extensive discussion of issues
and alternatives, the Flycast board of directors unanimously approved the final
terms of the definitive merger agreement and related agreements and determined
to recommend to the Flycast stockholders that they approve the definitive
merger agreement and the merger. The Flycast board of directors authorized Mr.
Garrick to sign the definitive merger agreement on behalf of Flycast. Following
the resolution of certain open issues, the parties signed the definitive merger
agreement.

Prior to the opening of the stock market on September 30, 1999, Flycast and
CMGI announced the transaction and hosted a joint conference call announcing
the merger.

CMGI's Reasons for the Merger

The CMGI board of directors unanimously concluded that the merger was fair
to, and in the best interest, of CMGI and its stockholders.

The decision by the CMGI board of directors was based on several potential
benefits of the merger that it believes will contribute to the success of
CMGI's family of Internet advertising companies. These potential benefits
include:

. adding and integrating Flycast to its family of Internet advertising
companies to offer Internet advertisers a complete spectrum of Internet
advertising solutions;

. enhancing the functionality and performance of the Internet advertising
products offered by CMGI's family of Internet advertising companies with
Flycast's technology;

. increasing CMGI's customer base; and

. accelerating CMGI's growth rate.

40
<PAGE>

The CMGI board of directors reviewed a number of factors in evaluating the
merger, including, but not limited to, the following:

. historical information . the terms of the merger
concerning CMGI's and Flycast's agreement;
respective business focus,
financial performance and . the impact of the merger on
condition, operations, CMGI's customers and employees,
technology and management; as well as CMGI's majority owned
subsidiaries within the CMGI
. CMGI management's view of the group of Internet companies;
financial condition, results of
operations and businesses of . results of the due diligence
CMGI and Flycast before and investigation conducted by
after giving effect to the CMGI's management, accountants
merger and the determination by and counsel; and
the CMGI board of directors of
the merger's effect on . the expectation that the merger
stockholder value; will be accounted for as a
purchase for accounting
. current financial market purposes.
conditions and historical stock
market prices, volatility and
trading information;

. the consideration Flycast
stockholders will receive in the
merger in light of comparable merger
transactions;

The CMGI board of directors also identified and considered a number of
potentially negative factors in its deliberations concerning the merger
including the following:

. the risk that the potential . loss of Flycast employees if
benefits of the merger may not after the merger some of the
be realized; activities and management of
Flycast moves from the West
. the possibility that the merger Coast to the East Coast; and
may not be consummated, even if
approved by the Flycast . other applicable risks described
stockholders; in this proxy
statement/prospectus under "Risk
. exposure to patents and other Factors" on page 7.
intellectual property issued to
competitors of Flycast;

. loss of customers of Flycast who
may terminate their relationship
with Flycast as a result of the
merger because they deem
themselves competitors of CMGI;

The CMGI board of directors concluded, however, that, on balance, the
merger's potential benefits to CMGI and its stockholders outweighed the
associated risks. The discussion of the information and factors considered by
the CMGI board of directors is not intended to be exhaustive. In view of the
variety of factors considered in connection with its evaluation of the merger,
the CMGI board of directors did not find it practicable to, and did not
quantify or otherwise assign relative weight to, the specific factors
considered in reaching its determination.

Flycast's Reasons for the Merger; Recommendation of the Flycast Board of
Directors

The Flycast board of directors has determined that the terms of the merger
and the merger agreement are fair to, and in the best interests of, Flycast and
its stockholders. Accordingly, the Flycast board of directors has approved the
merger agreement and the consummation of the merger and recommends that you
vote FOR approval of the merger agreement and the merger.

41
<PAGE>

In reaching its decision, the Flycast board of directors identified several
potential benefits of the merger, the most important of which included:

. the merger will represent a . the potential of an increased
significant step forward in ability to compete effectively in
Flycast's strategy of becoming a rapidly consolidating industry;
the leading provider of Web-based
direct response advertising . the exchange ratio's premium of
solutions to advertisers; approximately 44.8% over the
ratio of the closing prices of
. the expectation that the Flycast common stock divided by
combination of Flycast's design the corresponding closing prices
expertise and products together of CMGI common stock over the 30
with CMGI's breadth of Internet day trading period ending on
advertising products and September 29, 1999;
services, CMGI's greater size and
resources, and the complementary . the increased trading liquidity
nature of Flycast's and CMGI's for Flycast stockholders by
products and services will receiving shares of CMGI common
provide opportunities to realize stock; and
significant benefits and long-
term value to stockholders; . the expectation that the merger
will be treated as a tax-free
. the potentials for accelerating reorganization to Flycast and its
new product development and stockholders.
features for current and future
e-commerce solutions;

. the greater opportunities for
Flycast to offer its solution to
a larger, more diverse customer
base;

The decision of the Flycast board of directors was the result of its careful
consideration of a range of strategic alternatives, including potential
business combinations and relationships with CMGI and other companies in the
pursuit of Flycast's long-term business strategy. In reaching its decision to
approve the merger, the Flycast board of directors consulted with Flycast's
senior management, as well as its legal counsel, independent accountants and
financial advisors. Among the factors considered by the Flycast board of
directors in its deliberations were the following:

. the current and prospective . the consideration to be received
economic and industry environment by Flycast stockholders in the
in which Flycast operates, proposed merger and the
including (a) the continued trend relationship between the market
for consolidation in the Internet value of the CMGI common stock to
advertising industry; (b) the be issued in exchange for the
ability of larger industry Flycast common stock and a
participants to increase market comparison of comparable merger
share; and (c) the trend of such transactions;
companies toward offering a
complete spectrum of Internet . the prospects of Flycast as an
advertising solutions; independent company;

. the historical information . the potential for parties, other
concerning Flycast's, CMGI's and than CMGI, to acquire or enter
certain other potential into strategic relationships with
acquirors' respective businesses, Flycast;
prospects, financial performance
and condition, operations, . the comparison of financial
technology, management and conditions, results of operations
competitive position, including and businesses of Flycast before
public reports filed with the and after giving effect to a
SEC; merger with each potential
acquiror;
. the complementary nature of the
technology, products, services . financial market conditions and
and customer base of Flycast and historical stock market prices,
CMGI; volatility and trading
information;

. the belief that the terms of the
merger agreement are reasonable;

42
<PAGE>

. the impact of the merger on . the analysis prepared by Deutsche
Flycast's customers and Bank and presented to the Flycast
employees; board of directors and the
opinion of Deutsche Bank, more
. the results of the due diligence fully described in "The Merger--
investigation of CMGI conducted Opinion of Financial Advisor to
by Flycast's management and Flycast," that as of the date of
financial advisors; such opinion and based on and
subject to the assumptions made,
. the fairness and reasonableness matters considered and limits of
to Flycast of the terms of the the review undertaken, the
merger agreement, stock option exchange ratio in the merger was
agreement and related agreements, fair, from a financial point of
which were the product of view, to the holders of Flycast
extensive arm's length common stock.
negotiations; and

In particular, the Flycast board of directors considered (1) the stock
option granted to CMGI, (2) the events triggering payment of the termination
fee to CMGI, (3) the limitations on Flycast's ability to negotiate an
alternative transaction with other companies, and (4) the potential effect of
these provisions on Flycast receiving alternative proposals that could be
superior to the merger. Because the Flycast board of directors conducted an
extensive review of its strategic alternatives prior to entering into the
merger agreement, and because these provisions were required by CMGI in order
for it to enter into the merger agreement, the Flycast board of directors
determined that the value for Flycast stockholders represented by the merger
justified these requirements.

The Flycast board of directors also identified and considered a number of
uncertainties and risks concerning the merger, including:

. the risk that the per share value . the risk that Flycast might
of the consideration to be suffer employee attrition or fail
received by Flycast stockholders to attract key personnel due to
might be significantly less than uncertainties associated with the
the price per share implied by merger;
the exchange ratio immediately
prior to the announcement of the . the risks that Flycast might face
merger because the exchange ratio if it remains independent;
will not be adjusted for changes
in the market price of either . the risk that if CMGI's stock
CMGI common stock or Flycast option becomes exercisable, it
common stock; would impair a third party
acquiror's ability to account for
. the risk that the merger might an acquisition of Flycast using
not be consummated; the pooling of interests method
of accounting and thereby reduce
. the risk that the benefits sought the number of potential
in the merger might not be fully acquirors; and
achieved;
. the other applicable risks
. the difficulty of and risks described in this proxy
associated with the integration statement/prospectus under "Risk
of a different management and Factors" on page 7.
organizational structure;

As a result of the foregoing considerations, the Flycast board of directors
determined that the potential advantages of the merger outweighed the benefits
of remaining as a separate company. The Flycast board of directors believes
that the combined company will have far greater opportunity than Flycast alone
to compete in its industry.

In view of the variety of factors considered in connection with its
evaluation of the merger, the Flycast board of directors did not find it
practicable to, and accordingly did not, quantify or otherwise assign relative
weights to the specific factors considered in reaching its determination. In
addition, many of the factors contained elements which may have both a positive
and negative effect on the fairness of the merger. Except as described above,
the Flycast board of directors, as a whole, did not attempt to analyze each
individual factor separately to determine its impact on the fairness of the
merger. Consequently, individual members of the

43
<PAGE>

Flycast board of directors may have given different weight to different factors
and may have viewed differently each factor's effect on the fairness
determination.

For the reasons discussed above, the Flycast board of directors has
unanimously approved the merger agreement and has determined that the merger is
advisable and fair to, and in the best interests of, Flycast and its
stockholders and unanimously recommends that Flycast stockholders vote for
approval of the merger agreement and the merger.

In considering the recommendation of the Flycast board of directors with
respect to the merger agreement, Flycast stockholders should be aware that
directors and officers of Flycast have interests in the merger that are
different from, or are in addition to, the interests of Flycast stockholders
generally. Please see "The Merger--Interests of Executive Officers and
Directors of Flycast in the Merger" on page 49.

Opinion of Financial Advisor to Flycast

Deutsche Bank Securities Inc. acted as financial advisor to Flycast in
connection with the merger. At the September 29, 1999 meeting of the Flycast
board of directors, Deutsche Bank delivered its oral opinion, subsequently
confirmed in writing as of the same date, to the Flycast board of directors to
the effect that, as of the date of such opinion, based upon and subject to the
assumptions made, matters considered and limits of the review undertaken by
Deutsche Bank, the exchange ratio was fair, from a financial point of view, to
Flycast stockholders.

The full text of Deutsche Bank's written opinion, dated September 29, 1999,
which sets forth, among other things, the assumptions made, matters considered
and limits on the review undertaken by Deutsche Bank in connection with the
opinion, is attached as Annex B to this proxy statement/prospectus and is
incorporated herein by reference. Flycast stockholders are urged to read
Deutsche Bank's opinion in its entirety. The summary of the opinion of Deutsche
Bank set forth in this proxy statement/prospectus is qualified in its entirety
by reference to the full text of such opinion.

In connection with Deutsche Bank's role as financial advisor to Flycast, and
in arriving at its opinion, Deutsche Bank has, among other things, reviewed
certain publicly available financial information and other information
concerning Flycast and CMGI and certain internal analyses and other information
furnished to it by Flycast and CMGI. Deutsche Bank also held discussions with
the members of the senior managements of Flycast and CMGI regarding the
businesses and prospects of their respective companies and the joint prospects
of a combined enterprise. In addition, Deutsche Bank:

. reviewed the reported prices and . reviewed the financial terms of
trading activity for the common selected recent business
stock of both Flycast and CMGI; combinations which it deemed
comparable in whole or in part;
. reviewed recent public research
analyst reports concerning CMGI; . reviewed the terms of a draft of
the merger agreement dated
. compared certain financial and September 27, 1999 and drafts of
stock market information for certain related documents dated
Flycast and CMGI with similar September 27, 1999; and
information for selected
companies whose securities are . performed such other studies and
publicly traded; analyses and considered such
other factors as it deemed
appropriate.

In preparing its opinion, Deutsche Bank did not assume responsibility for
the independent verification of, and did not independently verify, any
information, whether publicly available or furnished to it, concerning Flycast
or CMGI, including, without limitation, any financial information, forecasts or
projections, considered in connection with the rendering of its opinion.
Accordingly, for purposes of its opinion, Deutsche Bank assumed and relied upon
the accuracy and completeness of all such information.

44
<PAGE>

Deutsche Bank did not conduct a physical inspection of any of the properties
or assets, and did not prepare or obtain any independent evaluation or
appraisal of any of the assets or liabilities of Flycast or CMGI. With respect
to the financial forecasts and projections made available to Deutsche Bank and
used in its analysis, Deutsche Bank has assumed that they have been reasonably
prepared on bases reflecting the best currently available estimates and
judgments of the management of Flycast as to the matters covered thereby. In
rendering its opinion, Deutsche Bank expressed no view as to the reasonableness
of such forecasts and projections or the assumptions on which they are based.
Deutsche Bank was not provided with, and did not rely on, any forecasts or
projections concerning CMGI.

Deutsche Bank assumed for purposes of its analysis that the value of the
CMGI common stock to be received by stockholders of Flycast in the proposed
merger is equal to the closing trading price of the CMGI common stock as of
September 28, 1999, and Deutsche Bank expressed no opinion or view on the value
of the CMGI common stock. Deutsche Bank did not express any opinion as to the
price at which the shares of CMGI common stock that are to be issued pursuant
to the proposed merger will be traded in the future. The opinion of Deutsche
Bank was necessarily based upon economic, market and other conditions as in
effect on, and the information made available to Deutsche Bank as of, the date
of such opinion. Although subsequent developments may affect its opinion,
Deutsche Bank has assumed no obligation to update, revise or reaffirm it.

In rendering its opinion, Deutsche Bank assumed that, in all respects
material to its analysis,

. the representations and . in connection with obtaining any
warranties of Flycast, CMGI and necessary governmental,
the transitory subsidiary regulatory or other approvals and
contained in the merger agreement consents, or any amendments,
are true and correct; modifications or waivers to any
agreements, instruments or orders
. Flycast, CMGI and the transitory to which either Flycast or CMGI
subsidiary will each perform all is a party or subject or by which
of the covenants and agreements it is bound, no limitations,
to be performed by it under the restrictions or conditions will
merger agreement; be imposed or amendments,
modifications or waivers made
. all conditions to the obligation that would have a material
of each of Flycast, CMGI and the adverse effect on Flycast or CMGI
transitory subsidiary to or materially reduce the
consummate the merger will be contemplated benefits of the
satisfied without any waiver merger to Flycast.
thereof;

. all material governmental,
regulatory or other approvals and
consents required in connection
with the consummation of the
merger will be obtained; and

In addition, Deutsche Bank has been advised by Flycast, and accordingly has
assumed for purposes of its opinion, that the merger will be tax-free to each
of Flycast and CMGI and their respective stockholders and that the merger will
be accounted for as a purchase for accounting purposes.

Set forth below is a brief summary of some of the financial analyses
performed by Deutsche Bank in connection with its opinion and reviewed with the
Flycast board of directors at its meeting on September 29, 1999. These
summaries of financial analyses include information presented in a tabular
format. In order to understand fully the financial analyses used by Deutsche
Bank, the tables must be read with the text of each summary because the tables
alone are not a complete description of the financial analyses.

Historical Stock Performance

Deutsche Bank reviewed and analyzed recent and historical market prices and
trading volume for CMGI common stock and Flycast common stock and compared such
market prices to certain stock market indices.

45
<PAGE>

Analysis of Selected Publicly Traded Companies

Deutsche Bank compared certain financial information and commonly used
valuation measurements for Flycast to corresponding information and
measurements for a group of three publicly traded Internet advertising
companies (consisting of AdForce, Inc., DoubleClick, Inc. and 24/7 Media, Inc.,
which we refer to as the selected companies). Such financial information and
valuation measurements included, among other things, (1) common equity market
valuation; (2) operating performance; (3) ratios of enterprise value, defined
as common equity market value as adjusted for debt and cash, to revenues; and
(4) ratios of enterprise value to gross profit. To calculate the trading
multiples for Flycast and the selected companies, Deutsche Bank used publicly
available information concerning historical and projected financial
performance, including published historical financial information as well as
revenue and earnings estimates reported by research analysts who cover the
selected companies.

The following table summarizes the multiples of enterprise value to revenues
and gross profit for Flycast and the selected companies for the indicated
periods.

<TABLE>
<CAPTION>
Flycast Selected Companies
-------------------- -----------------------------
Research Management
Estimates Estimates Mean Median Range
--------- ---------- ------ ------ ---------------
<S> <C> <C> <C> <C> <C>
Enterprise value to
revenues
Trailing twelve months..... 45.2x 45.2x 33.8x 40.3x 16.2x to 44.8x
Calendar year 1999....... 29.3x 23.7x 22.3x 27.0x 8.3x to 31.6x
Calendar year 2000....... 17.6x 12.4x 13.1x 14.2x 4.5x to 20.6x
Enterprise value to gross
profit
Trailing twelve months..... 172.5x 172.5x 159.6x 158.4x 72.9x to 247.4x
Calendar year 1999....... 118.1x 84.5x 63.3x 52.2x 33.8x to 103.9x
Calendar year 2000....... 68.5x 39.2x 27.4x 33.0x 16.0x to 33.1x
</TABLE>

None of the companies utilized as a comparison is identical to Flycast.
Accordingly, Deutsche Bank believes the analysis of publicly traded comparable
companies is not simply mathematical. Rather, it involves complex
considerations and qualitative judgments, reflected in Deutsche Bank's opinion,
concerning differences in financial and operating characteristics of the
comparable companies and other factors that could affect the public trading
value of the comparable companies.

Analysis of Selected Precedent Transactions

Deutsche Bank reviewed the financial terms, to the extent publicly
available, of fifteen proposed, pending or completed merger and acquisition
transactions since January 15, 1998 involving companies in the Internet
industry. We refer to these transactions as the selected transactions. Deutsche
Bank calculated various financial multiples and premiums over market value
based on certain publicly available information for each of the selected
transactions and compared them to corresponding financial multiples and
premiums over market value for the merger, based on the exchange ratio and the
per share market price of CMGI common stock on September 28, 1999. The
transactions reviewed were:

. the acquisition of AdKnowledge by . the acquisition of Abacus Direct
Engage Technologies, announced Corp. by DoubleClick Inc.,
September 24, 1999; announced June 14, 1999;

. the acquisition of AdForce, Inc. . the acquisition of Revnet Systems
by CMGI, announced September 20, by MessageMedia, Inc., announced
1999; June 9, 1999;

. the acquisition of ConsumerNet by . the acquisition of Excite, Inc.
24/7 Media Inc., announced August by At Home Corporation, announced
4, 1999; January 19, 1999;

. the acquisition of NetGravity by . the acquisition of Netscape
DoubleClick Inc., announced July Communications Corporation by
13, 1999; America Online, Inc., announced
November 24, 1998;
. the acquisition of DotOne Corp.
by Critical Path Inc., announced
June 14, 1999;

46
<PAGE>

. the acquisition of LinkExchange . the acquisition of CKS Group by
by Microsoft Corporation, USWeb Corporation, announced
announced November 5, 1998; September 2, 1998;

. the acquisition of Relevant . the acquisition of Tripod, Inc.
Knowledge by Media Metrix, by Lycos, Inc., announced
announced November 5, 1998; February 3, 1998; and

. the acquisition of Yoyodyne . the acquisition of MatchLogic,
entertainment by Yahoo! Inc., Inc. by Excite, Inc., announced
announced October 12, 1998; January 15, 1998.

The following table summarizes the calculations by Deutsche Bank of the
multiples of enterprise value to revenues for the merger (the enterprise value
of Flycast being derived from the exchange ratio and the market value of CMGI
common stock on September 28, 1999) and the selected transactions:

<TABLE>
<CAPTION>
Flycast Selected Transactions
-------------------- --------------------------
Research Management
Estimates Estimates Mean Median Range
--------- ---------- ----- ------ -------------
<S> <C> <C> <C> <C> <C>
Enterprise value to revenues
Trailing twelve months......... 45.2x 45.2x 25.5x 20.8x 1.9x to 63.7x
1 year forward............... 29.3x 23.7x 14.4x 14.8x 1.8x to 29.5x
2 year forward............... 17.6x 12.4x 10.2x 9.8x 1.4x to 23.3x
</TABLE>

All multiples for the selected transactions were based on public information
available at the time of announcement of such transaction, without taking into
account differing market and other conditions during the two-year period during
which the selected transactions occurred.

For the six selected transactions in which the stock of the acquired company
was publicly traded (CMGI/ AdForce, DoubleClick/NetGravity, DoubleClick/Abacus
Direct, At Home/Excite, America Online/Netscape and USWeb/CKS), Deutsche Bank
also calculated the premium of the exchange ratio at which such transactions
were announced or effected to each acquired company's average exchange ratio
for the one day and 15, 30 and 60 trading days prior to the announcement of the
transaction. This premium analysis is summarized in the following table:

<TABLE>
<CAPTION>
Exchange ratio premium
------------------------
CMGI/Flycast Mean Median Range
------------ ---- ------ -----------
<S> <C> <C> <C> <C>
1 day average............................ 25.4% 14.9% 13.5% (4.5%)-36.5%
15 day average........................... 31.8% 24.9% 23.7% 10.8%-41.8%
30 day average........................... 44.8% 26.2% 29.4% 11.9%-36.3%
60 day average........................... 61.5% 22.6% 20.9% 7.9%-38.3%
</TABLE>

Because the reasons for, and circumstances surrounding, each of the selected
transactions analyzed were so diverse, and due to the inherent differences
between the operations and financial conditions of CMGI and Flycast and the
companies involved in the selected transactions, Deutsche Bank believes that a
comparable transaction analysis is not simply mathematical. Rather, it involves
complex considerations and qualitative judgments, reflected in Deutsche Bank's
opinion, concerning differences between the characteristics of the selected
transactions and the merger that could affect the value of the subject
companies and businesses and CMGI and Flycast.

Pro Forma Combined Revenue Analysis

Deutsche Bank analyzed certain pro forma effects of the merger. Based on
such analysis, Deutsche Bank computed the resulting dilution to the combined
company's revenue per share estimate for the fiscal year ending July 31, 2000.
Deutsche Bank noted, based on public analysts' and Flycast's management
estimates of Flycast's fiscal year 2000 revenues, that the merger would be
approximately 1.2% dilutive and 0.2% dilutive to the combined company's revenue
per share for the fiscal year ending July 31, 2000, respectively.

47
<PAGE>

The foregoing summary describes all analyses and factors that Deutsche Bank
deemed material in its presentation to Flycast board of directors and in
preparing its opinion, but is not a comprehensive description of all analyses
performed and factors considered by Deutsche Bank in connection with preparing
its opinion. The preparation of a fairness opinion is a complex process
involving the application of subjective business judgment in determining the
most appropriate and relevant methods of financial analysis and the application
of those methods to the particular circumstances and, therefore, is not readily
susceptible to summary description. Deutsche Bank believes that its analyses
must be considered as a whole and that considering any portion of such analyses
and of the factors considered without considering all analyses and factors
could create a misleading view of the process underlying the opinion. In
arriving at its fairness determination, Deutsche Bank did not assign specific
weights to any particular analyses.

In conducting its analyses and arriving at its opinions, Deutsche Bank
utilized a variety of generally accepted valuation methods. The analyses were
prepared solely for the purpose of enabling Deutsche Bank to provide its
opinion to the Flycast board of directors as to the fairness of the exchange
ratio to the Flycast stockholders and do not purport to be appraisals of or
necessarily reflect the prices at which businesses or securities actually may
be sold, which are inherently subject to uncertainty. In connection with its
analyses, Deutsche Bank made, and was provided by Flycast management with,
numerous assumptions with respect to industry performance, general business and
economic conditions and other matters, many of which are beyond Flycast's and
CMGI's control. Analyses based on estimates or forecasts of future results are
not necessarily indicative of actual past or future values or results, which
may be significantly more or less favorable than suggested by such analyses.
Because such analyses are inherently subject to uncertainty, being based upon
numerous factors or events beyond the control of Flycast, CMGI or their
respective advisors, none of Flycast, Deutsche Bank nor any other person
assumes responsibility if future results or actual values are materially
different from these forecasts or assumptions.

The terms of the merger were determined through negotiations between Flycast
and CMGI and were approved by the Flycast board of directors. Although Deutsche
Bank provided advice to Flycast during the course of these negotiations, the
decision to enter into the merger was solely that of the Flycast board of
directors. As described above, the opinion and presentation of Deutsche Bank to
the Flycast board of directors were only one of a number of factors taken into
consideration by the Flycast board of directors in making its determination to
approve the merger. Deutsche Bank's opinion was provided to the Flycast board
of directors to assist it in connection with its consideration of the merger
and does not constitute a recommendation to any holder of Flycast common stock
as to how to vote with respect to the merger.

Interests of Financial Advisor to Flycast in the Merger

Flycast selected Deutsche Bank Securities Inc. as its financial advisor in
connection with the merger based on Deutsche Bank's qualifications, reputation
and experience in mergers and acquisitions. Flycast retained Deutsche Bank
pursuant to a letter agreement dated August 11, 1999, which we refer to as the
engagement letter. As compensation for Deutsche Bank's services in connection
with the merger, Flycast has paid Deutsche Bank a cash fee of $1.05 million
which will be credited against a total fee based on the consideration paid to
Flycast's stockholders in the merger, valued and to be paid upon consummation
of the merger. Based upon the closing price of CMGI stock on December 1, 1999,
the total fee would equal approximately $12.6 million. Regardless of whether
the merger is consummated, Flycast has agreed to reimburse Deutsche Bank for
reasonable fees and disbursements of Deutsche Bank's counsel and all of
Deutsche Bank's reasonable travel and other out-of-pocket expenses incurred in
connection with the merger or otherwise arising out of the retention of
Deutsche Bank under the engagement letter. Flycast has also agreed to indemnify
Deutsche Bank and certain related persons to the full extent lawful against
certain liabilities, including certain liabilities under the federal securities
laws arising out of its engagement or the merger.

Deutsche Bank is an internationally recognized investment banking firm
experienced in providing advice in connection with mergers and acquisitions and
related transactions. Deutsche Bank Securities Inc. is an affiliate of Deutsche
Bank AG, and we refer to Deutsche Bank, Deutsche Bank AG and its affiliates
collectively as the DB

48
<PAGE>

Group. One or more members of the DB Group have, from time to time, provided
investment banking and other financial services to Flycast or its affiliates
for which such member has received compensation, including the initial public
offering of 3.2 million shares of Flycast common stock on May 4, 1999. In the
ordinary course of business, members of the DB Group publish research reports
regarding the Internet industry and the business and services of publicly owned
companies in the Internet industry. Members of the DB Group may actively trade
securities and other instruments and obligations of Flycast and CMGI for their
own account or the account of their customers and, accordingly, may from time
to time hold a long or short position in such securities, instruments or
obligations.

Interests of Executive Officers and Directors of Flycast in the Merger

When considering the recommendation of the Flycast board of directors,
Flycast stockholders should be aware that the officers and directors of Flycast
have interests in the merger that differ from, or are in addition to, those of
Flycast stockholders. The Flycast board of directors was aware of these
potential conflicts and considered them in reaching its decision to approve the
merger agreement and recommend that Flycast stockholders vote for approval of
the merger agreement and the merger.

Flycast Options Being Assumed by CMGI

As of September 30, 1999, Flycast's executive officers and directors, and
their respective affiliates, held options to purchase a total of 2,065,000
shares of Flycast common stock, at exercise prices ranging from $0.10 to $18.50
per share, of which 1,433,754 shares were unvested.

Employment Agreements

In May 1998, Flycast entered into a letter agreement with George R. Garrick,
its President and Chief Executive Officer, which entitles Mr. Garrick to
continued salary and benefits in the event of his termination without cause by
Flycast or its successor for a period that is the greater of (1) six months or
(2) the time between the date of termination and the first anniversary of Mr.
Garrick's initial date of employment. In addition, the agreement provides that,
in the event that Flycast enters into a change of control transaction, 70% of
the unvested shares acquired or acquirable from the exercise of options granted
to Mr. Garrick on June 30, 1998 will accelerate and become immediately vested
upon the closing of a change of control transaction, unless this acceleration
would preclude a pooling of interests accounting treatment of the change of
control transaction.

In March 1999, Flycast entered into a letter agreement with Thomas L.
Marcus, its Executive Vice President Finance, Administration and Corporate
Development, which entitles Mr. Marcus to continued salary and benefits in the
event of his termination without cause by Flycast or its successor. In
addition, the agreement provides that, in the event that Flycast enters into a
change of control transaction, 25% of the unvested shares acquired or
acquirable from the exercise of options initially granted to Mr. Marcus will
accelerate and become immediately vested upon the closing of this transaction,
unless this acceleration would preclude a pooling of interests accounting
treatment for the transaction.

In January 1999, Flycast entered into a letter agreement with Ralph Harms,
its Vice President and Chief Financial Officer, which entitles Mr. Harms to
continued salary and benefits for six months in the event of his termination
without cause by Flycast or its successor. In addition, the agreement provides
that, in the event that Flycast enters into a change of control transaction,
25% of the unvested shares acquired or acquirable from the exercise of options
initially granted to Mr. Harms will accelerate and become immediately vested
upon the closing of this transaction, unless this acceleration would preclude a
pooling of interests accounting treatment for the transaction.

Pursuant to the merger agreement, CMGI has agreed to cause the surviving
corporation in the merger to indemnify each present and former Flycast officer
and director against liabilities arising out of such person's services as an
officer or director. CMGI will cause the surviving corporation to maintain
officers' and directors' liability insurance to cover any such liabilities for
the next six years.

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<PAGE>

As a result of the interests described above, these directors and executive
officers may have been more likely to approve the merger than Flycast
stockholders generally.

Treatment of Flycast Common Stock

In the merger, each share of Flycast common stock will be exchanged for
0.4738 shares of CMGI common stock.

Holders of Flycast common stock should not send their Flycast common stock
certificates at this time. Following the effective time of the merger, holders
of Flycast common stock will receive instructions for the surrender and
exchange of such stock certificates.

Accounting Treatment of the Merger

The merger will be accounted for by CMGI using the purchase method of
accounting for a business combination. Under this method of accounting, the
assets and liabilities of Flycast, including intangible assets, will be
recorded at their fair market values and included in the financial statements
of CMGI. The aggregate merger consideration will be allocated based on the fair
values of the assets acquired and the liabilities assumed. Any excess of cost
over the fair value of the net tangible assets acquired from Flycast will be
recorded as goodwill and other intangible assets and will be amortized by
charges to operations under generally accepted accounting principles. These
allocations will be made based upon valuations and other studies that have not
yet been finalized. The results of operations and cash flows of Flycast will be
included in CMGI's financial statements prospectively as of the consummation of
the merger.

Regulatory Approvals

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the
acquisition of shares of Flycast common stock in the merger by CMGI may not be
consummated until notifications have been furnished to the Federal Trade
Commission and the Antitrust Division of the Department of Justice and
specified waiting period requirements have been satisfied. CMGI and Flycast
each filed a pre-merger notification and report form with the FTC and the
Antitrust Division on November 5, 1999. Early termination of the waiting period
with respect to the merger was granted by the FTC, on behalf of itself and the
Antitrust Division, on November 23, 1999.

At any time before the effective time of the merger, the FTC, the Antitrust
Division or a private person or entity could seek under antitrust laws, among
other things, to enjoin the merger and, any time after the effective time of
the merger, to cause CMGI to divest itself, in whole or in part, of the
surviving corporation of the merger or of certain businesses conducted by the
surviving corporation. There can be no assurance that a challenge to the merger
will not be made or that, if such a challenge is made, CMGI will prevail.

Material United States Federal Income Tax Considerations

The discussion below summarizes certain material United States federal
income tax considerations generally applicable to United States holders of
Flycast common stock who, pursuant to the merger, exchange their Flycast common
stock solely for CMGI common stock. Consummation of the merger is conditioned
upon CMGI's receipt of an opinion from Hale and Dorr LLP (or Wilson Sonsini
Goodrich & Rosati if Hale and Dorr LLP does not provide such an opinion) and
Flycast's receipt of an opinion from Wilson Sonsini Goodrich & Rosati (or Hale
and Dorr LLP if Wilson Sonsini Goodrich & Rosati does not provide such an
opinion) to the effect that the merger will qualify for federal income tax
purposes as a tax-free reorganization within the meaning of Section 368(a) of
the Internal Revenue Code. The discussion below assumes that the merger will be
treated in accordance with the opinions of Hale and Dorr LLP and Wilson Sonsini
Goodrich & Rosati, described in the preceding sentence, which are included as
exhibits 8.1 and 8.2 of the registration statement of which this proxy
statement/prospectus forms a part.

The discussion below and the opinions of Hale and Dorr LLP and Wilson
Sonsini Goodrich & Rosati are based upon current provisions of the Internal
Revenue Code, currently applicable U.S. Treasury regulations

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<PAGE>

promulgated thereunder, and judicial and administrative decisions and rulings.
The opinions of Hale and Dorr LLP and Wilson Sonsini Goodrich & Rosati are
based on the facts, representations and assumptions set forth or referred to in
such opinions, including representations contained in certificates executed by
officers of CMGI and Flycast. The opinions are not binding on the Internal
Revenue Service or the courts, and there can be no assurance that the Internal
Revenue Service or the courts will not take a contrary view. No ruling from the
Internal Revenue Service has been or will be sought. Future legislative,
judicial or administrative changes or interpretations could alter or modify the
statements and conclusions set forth herein, and any such changes or
interpretations could be retroactive and could affect the tax consequences of
the merger to the stockholders of CMGI and Flycast.

The discussion below does not purport to deal with all aspects of federal
income taxation that may affect particular stockholders in light of their
individual circumstances, and is not intended for stockholders subject to
special treatment under federal income tax law. Stockholders subject to special
treatment include insurance companies, tax-exempt organizations, financial
institutions, broker-dealers, foreign persons, stockholders who hold their
stock as part of a hedge, appreciated financial position, straddle or
conversion transaction, stockholders who do not hold their stock as capital
assets and stockholders who have acquired their stock upon the exercise of
employee options or otherwise as compensation. In addition, the discussion
below and such opinions do not consider the effect of any applicable state,
local or foreign tax laws.

Holders of Flycast common stock are urged to consult their tax advisors as
to the particular tax consequences to them of the transaction described herein,
including the applicability and effect of any state, local or foreign tax laws,
and of changes in applicable tax laws.

In the opinion of Hale and Dorr LLP, counsel to CMGI, and in the opinion of
Wilson Sonsini Goodrich & Rosati, counsel to Flycast, the merger will
constitute a "reorganization" within the meaning of Section 368(a) of the
Internal Revenue Code. Accordingly, subject to the limitations and
qualifications referred to herein, the following tax consequences will result:

. No gain or loss will be . The aggregate tax basis of the
recognized by CMGI, Flycast or CMGI common stock so received by
the transitory subsidiary solely Flycast stockholders in the
as a result of the merger. merger, including any fractional
share of CMGI common stock not
. No gain or loss will be actually received, will be the
recognized by the holders of same as the aggregate tax basis
Flycast common stock upon the of the Flycast common stock
receipt of CMGI common stock surrendered in exchange.
solely in exchange for such
Flycast common stock in the . The holding period with respect
merger, except to the extent of to CMGI common stock received by
cash received in lieu of each Flycast stockholder in the
fractional shares. merger will include the holding
period for the Flycast common
. Cash payments received by holders stock surrendered in exchange,
of Flycast common stock in lieu provided that the Flycast common
of a fractional share will be stock surrendered is held as a
treated as capital gain (or loss) capital asset at the effective
measured by the difference time of the merger.
between the cash payment received
and the portion of the tax basis
in the shares of Flycast common
stock surrendered that is
allocable to such fractional
share. Such gain (or loss) will
be long-term capital gain (or
loss) if such fractional share of
CMGI common stock has been held
for more than one year at the
effective time of the merger.

A successful Internal Revenue Service challenge to the "reorganization"
status of the merger would result in a Flycast stockholder recognizing gain or
loss with respect to each share of Flycast common stock surrendered in the
merger equal to the difference between the Flycast stockholder's basis in such
share and the fair market value,

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<PAGE>

as of the effective time of the merger, of the CMGI common stock received in
exchange. In such event, a Flycast stockholder's aggregate tax basis in the
CMGI common stock received would equal its fair market value, and the Flycast
stockholder's holding period for such stock would begin the day after the
merger.

Nasdaq National Market Quotation

It is a condition to the closing of the merger that the shares of CMGI
common stock to be issued in the merger be listed on the Nasdaq National
Market. CMGI intends to file a notification form for listing of additional
shares promptly following the date of this proxy statement/prospectus.

Resales of CMGI Common Stock Issued in Connection with the Merger; Affiliate
Agreements; Lock-up Agreements

CMGI common stock issued in connection with the merger will be freely
transferable, except that shares of CMGI common stock received by persons who
are deemed to be "affiliates," as such term is defined by Rule 144 under the
Securities Act, of Flycast at the effective time of the merger may be resold by
them only in transactions permitted by the resale provisions of Rule 145 under
the Securities Act or as otherwise permitted under the Securities Act. Each
executive officer and director and those who may be an affiliate of Flycast is
expected to execute a written affiliate agreement providing, among other
things, that such person will not offer, sell, transfer or otherwise dispose of
any of the shares of CMGI common stock obtained as a result of the merger
except in compliance with the Securities Act and the related rules and
regulations.

In addition, certain stockholders and optionholders of Flycast have agreed
to certain volume limitations with respect to the sale or transfer of the
shares of CMGI common stock they are to be issued in connection with the
merger.

No Appraisal Rights

Appraisal rights under Delaware law are not available to stockholders of a
Delaware corporation if:

. the securities of the corporation are listed on a national securities
exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities
Dealers, Inc.; and

. the stockholders of the corporation are not required to accept in exchange
for their stock anything other than (a) stock in another corporation listed
on a national securities exchange or designated as a national market system
security on an interdealer quotation system by the NASD and (b) cash in lieu
of fractional shares.

Flycast stockholders will not have appraisal rights under Delaware law with
respect to the merger because:

. Flycast common stock is traded on the Nasdaq National Market;

. Flycast stockholders are being offered shares of CMGI common stock which is
traded on the Nasdaq National Market; and

. Flycast stockholders are being offered cash in lieu of fractional shares.

Delisting and Deregistration of Flycast's Common Stock Following the Merger

If the merger is consummated, Flycast's common stock will be delisted from
the Nasdaq National Market and will be deregistered under the Securities
Exchange Act of 1934, as amended.

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<PAGE>

THE MERGER AGREEMENT

The following is a brief summary of the material provisions of the merger
agreement, stock option agreement and stockholder agreement, copies of which
are attached as Annex A to this proxy statement/prospectus and are incorporated
by reference into this summary. The summary description is not complete and is
qualified in its entirety by reference to the merger agreement. We urge all
Flycast stockholders to read the merger agreement, stock option agreement and
stockholder agreement, in their entirety for a more complete description of the
terms and conditions of the merger, the option granted to CMGI and related
matters.

General

Following the adoption of the merger agreement and approval of the merger by
Flycast stockholders and the satisfaction or waiver of the other conditions to
the merger, the transitory subsidiary, a wholly owned subsidiary of CMGI, will
merge into Flycast. Flycast will survive the merger as a wholly owned
subsidiary of CMGI. If all conditions to the merger are satisfied or waived,
the merger will become effective at the time of the filing by the surviving
corporation of a duly executed certificate of merger with the Secretary of
State of the State of Delaware.

The Exchange Ratio and Treatment of Flycast Common Stock

At the effective time of the merger, generally, each issued and outstanding
share of Flycast common stock will be converted into 0.4738 shares of CMGI
common stock. However, shares held in the treasury of Flycast and shares held
by CMGI, the transitory subsidiary or any other wholly owned subsidiary of each
of CMGI and Flycast, will be cancelled without conversion. CMGI will adjust the
exchange ratio for any stock split, stock dividend, reorganization or other
similar change with respect to CMGI common stock or Flycast common stock
occurring before the effective time of the merger.

Based on the exchange ratio of 0.4738, and based on the number of shares of
Flycast common stock and options and warrants to purchase Flycast common stock
outstanding as of December 1, 1999, a total of approximately 9,406,800 shares
of CMGI common stock and options and warrants to purchase CMGI common stock
will be issued in the merger.

Treatment of Unvested Restricted Stock of Flycast

At the effective time of the merger, each unvested share of Flycast common
stock granted by Flycast under any of its plans or arrangements will be
converted into unvested shares of CMGI common stock based on the exchange ratio
and will remain subject to the same terms, restrictions and vesting schedules
as were applicable prior to the effective time of the merger. CMGI will assume
any rights Flycast held prior to the effective time of the merger to repurchase
these unvested shares.

Treatment of Flycast Stock Options

At the effective time of the merger, CMGI will assume each outstanding
option to purchase shares of Flycast common stock, whether vested or unvested,
previously granted by Flycast under its stock option plans and convert them
into options to purchase shares of CMGI common stock subject to the same terms,
restrictions and vesting schedules as were applicable prior to the effective
time of the merger. The number of shares of CMGI common stock issuable upon the
exercise of Flycast stock options assumed by CMGI in the merger will be
adjusted based on the exchange ratio. Any fractional shares of CMGI common
stock resulting from such adjustment will be rounded down to the nearest whole
number. The exercise price per share of CMGI common stock issuable under each
Flycast stock option will equal the aggregate exercise price of the Flycast
common stock purchasable under the Flycast stock option divided by such number
of shares of CMGI common stock such Flycast optionholder is entitled to
purchase based on the exchange ratio. The exercise price will be rounded up to
the nearest whole cent.

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<PAGE>

CMGI will reserve for issuance a sufficient number of shares of its common
stock for delivery if a Flycast optionholder exercises its options as described
above. After the effective time of the merger, CMGI will file a registration
statement on Form S-8 with respect to the assumed Flycast stock options. During
the period that any options remain outstanding, CMGI will use its best efforts
to maintain the effectiveness of any registration statement on Form S-8.

Exchange of Certificates

Exchange Agent; Exchange Procedures; No Further Ownership Rights. As soon as
practicable after the effective time of the merger, CMGI's exchange agent will
mail to each record holder of Flycast common stock a letter of transmittal and
instructions for surrendering their certificates. Only those holders who
properly surrender their certificates in accordance with the instructions will
receive certificates representing shares of CMGI common stock, cash in lieu of
any fractional shares of CMGI common stock and any dividends or distributions
to which they are entitled. The surrendered certificates representing shares of
Flycast common stock will be cancelled. After the effective time of the merger,
under the merger agreement, each certificate representing shares of Flycast
common stock that have not been surrendered will only represent the right to
receive (1) shares of CMGI common stock, (2) cash in lieu of any fractional
shares of CMGI common stock and (3) dividends or distributions. Following the
effective time of the merger, Flycast will not register any transfers of its
common stock on its stock transfer books.

No Fractional Shares. CMGI will not issue any fractional shares of CMGI
common stock in the merger. Instead, each holder of shares of Flycast common
stock exchanged in connection with the merger who would otherwise be entitled
to receive a fraction of a share of CMGI common stock will receive cash,
without interest, in an amount equal to the product of the fractional share
multiplied by the average closing price per share of the CMGI common stock on
the Nasdaq National Market during the ten consecutive trading days ending on
and including the trading day immediately preceding the closing of the merger.
As of the effective time of the merger, CMGI will deposit with its designated
exchange agent the shares of CMGI common stock issuable in connection with the
merger and cash in an amount sufficient to cover any fractional shares.

Distributions With Respect to Unexchanged Shares. No dividends or other
distributions declared or made on or after the closing date of the merger with
respect to shares of CMGI common stock will be paid to the holder of any
unsurrendered Flycast certificate with respect to the shares of CMGI common
stock that the holder is entitled to receive, and no cash payment in lieu of
fractional shares will be paid to any such holder until the holder surrenders
its Flycast certificate in accordance with the letter of transmittal. Upon
surrender, CMGI will pay to the person, in whose name the Flycast certificate
representing such shares of CMGI common stock will be issued, without interest,
any dividends or distributions with respect to the shares of CMGI common stock
which have a record date on or after the closing date of the merger and have
become payable between the effective time of the merger and the time of
surrender.

Lost Certificates. If any certificate representing shares of Flycast common
stock are lost, stolen or destroyed, a Flycast stockholder must provide an
appropriate affidavit of that fact. CMGI may require the Flycast stockholder to
deliver a bond as indemnity against any claim that may be made against CMGI
with respect to such certificates alleged to have been lost, stolen or
destroyed.

Holders of Flycast common stock should not send in their certificates until
they receive a letter of transmittal from the exchange agent.

Representations and Warranties

The merger agreement contains representations and warranties of CMGI,
Flycast and the transitory subsidiary. These relate to:

. their organization, existence, . their capitalization;
good standing, corporate power
and similar corporate matters;

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<PAGE>

. the authorization, execution, . the absence of conflicts,
delivery, required filings and violations and defaults under
consents and performance and the their corporate charters and by-
enforceability of the merger laws and other agreements and
agreement and related matters; documents;

. any filings with the Securities . the absence of actions which may
and Exchange Commission; jeopardize the tax-free nature of
the merger;

. their financial statements; . litigation; and

. the absence of certain changes in . the accuracy of information
their business; provided in connection with this
proxy statement/prospectus.

Flycast also represented and warranted as to:

. required governmental and third- . intellectual property;
party consents;

. subsidiaries; . labor matters;

. the absence of undisclosed . environmental matters;
liabilities;

. brokers and related fees; . assets;

. the absence of restrictions on . customers;
its business activities;

. owned and leased real properties; . transactions with affiliates;

. taxes and tax returns; . absence of existing discussions
with other parties regarding an
acquisition proposal;

. employee benefit plans; . the actions by its board of
directors that make Section 203
. material contracts; of the Delaware General
Corporation Law statute
inapplicable to this merger; and
. licenses and permits;
. year 2000 compliance.
. insurance;

. compliance with laws;

Certain Covenants

Conduct of Flycast's Business Prior to the Merger. Except as contemplated by
the merger agreement, Flycast has agreed that it and its subsidiaries will
carry on their business in the ordinary course in substantially the same manner
as previously conducted. Specifically, Flycast has agreed that neither it nor
any of its subsidiaries will, without the prior written consent of CMGI:

. declare, set aside or pay any . issue, deliver, sell, grant,
dividends or other distributions pledge or otherwise dispose of
on its shares of capital stock; any shares of capital stock or
other securities, except (1)
. effect a stock split, combine or pursuant to the exercise of its
reclassify any of its capital options or warrants and (2) in
stock or authorize the issuance connection with the grant of
of any other securities in options to new hires or
substitution of its shares of promotions in the ordinary course
capital stock; of business, in accordance with,
or otherwise consented to, under
. with certain exceptions, the merger agreement;
purchase, redeem or otherwise
acquire any shares of its capital . except as provided in the merger
stock; agreement, amend its charter or
bylaws;

. acquire any business,
corporation, partnership,
association, joint venture or
limited liability company;

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<PAGE>

. acquire any assets that are . change its accounting methods or
material, in the aggregate, to assumptions underlying such
Flycast and any of its methods except as required by
subsidiaries, takes as a whole, applicable accounting rules;
other than any assets Flycast
purchases in the ordinary course . pay, discharge, settle or satisfy
of its business, consistent with any claim, liability or
past practice; obligation other than (1) in the
ordinary course of business
. sell, lease, license, pledge, or consistent with past practice or
otherwise dispose of or encumber (2) as reserved against on
any assets or property, other Flycast's consolidated financial
than in the ordinary course of statements included in any
business and consistent with past reports or forms it had filed
practice; with the Securities and Exchange
Commission prior to September 29,
. whether or not in the ordinary 1999;
course of business or consistent
with past practice, sell or . modify, amend or terminate any
dispose of any assets material to material contract or agreement or
and its subsidiaries, taken as a knowingly waive, release or
whole, including any accounts, assign any material rights or
leases, contracts or intellectual claims;
property or any assets or the
stock of any subsidiaries, but . enter into any material contract
excluding the sale of product in or agreement except in the
the ordinary course of business ordinary course of business
consistent with past practice; consistent with past practice;

. adopt or implement any . license any material intellectual
stockholder rights plan; property rights to or from any
third party;
. enter into an agreement with
respect to any merger, . except as required to comply with
consolidation, liquidation or applicable law, plans or
business combination, or any agreements existing as of
acquisition or disposition of all September 29, 1999, take any
or substantially all of the action with regard to any plans
assets or securities of Flycast or agreements related to employee
or any of its subsidiaries (other matters, including, adopting or
than any superior proposal the terminating any employee benefit
Flycast board of directors is plan or employment or severance
required to recommend to its arrangement, materially
stockholders to comply with its increasing the compensation or
fiduciary obligations to the fringe benefits of, or pay any
stockholders); bonus to, any director, officer
or key employee, or accelerating
. except as set forth below, the payment or vesting of any
create, incur or assume compensation or benefits;
indebtedness other than
indebtedness which existed on the . initiate, compromise or settle
unaudited balance sheet of any material litigation or
Flycast as of June 30, 1999; arbitration proceeding;

. issue or sell any debt securities . make or rescind any tax election
or warrants or other rights to or settle or comprise any tax
acquire any debt securities of liability;
Flycast or any of its
subsidiaries, guarantee any debt . close any material facility or
securities of another person, office; and
enter into any keep well or other
agreement to maintain any . take or agree to take any action
financial statement condition of which would result in Flycast's
another person; representations and warranties
being untrue or incorrect in any
. make any loans, advances (other material respect or that would
than routine advances to result in the conditions of the
employees of Flycast in the merger set forth in the merger
ordinary course of business agreement being satisfied in a
consistent with past practice) or material way.
capital contributions to, or
investment in, any other person;

. make or commit to any capital
expenditure in excess of an
amount as specified in, or
otherwise consented to, under the
merger agreement;

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<PAGE>

CMGI and Flycast have each agreed to use reasonable efforts to:

. take all appropriate action to consummate the transactions contemplated by
the merger agreement as promptly as practical;

. obtain any consents, licenses, permits, waivers, approvals, authorizations
or orders from governmental entities or other third parties required in
connection with the transactions contemplated by the merger agreement; and

. make all necessary filings and submissions with respect to the transactions
contemplated by the merger agreement under federal and state securities
laws, antitrust laws and other applicable laws.

CMGI and Flycast have also agreed to use reasonable efforts to obtain any
governmental clearances or approvals required under antitrust laws before the
closing of the merger. CMGI has the right to direct any governmental
proceedings or negotiations relating to those governmental clearances, as long
as its allows Flycast a reasonable opportunity to participate in the
proceedings. CMGI is not required either to divest any of its businesses,
product lines or assets or take any other action that could reasonably be
expected to have a material adverse effect on CMGI or, if the merger is
consummated, CMGI as combined with Flycast, or to take any action with respect
to such government clearances or approvals if the Department of Justice or the
FTC authorizes its staff to seek a preliminary injunction or restraining order
to enjoin consummation of the merger.

Flycast is Restricted from Trying to Sell Itself to Another Party. Flycast
has agreed that neither it nor any of its subsidiaries will, directly or
indirectly through their officers, directors, employees, financial advisors or
agents, (1) solicit, initiate, or encourage any proposal that could reasonably
be expected to lead to an alternative transaction, (2) enter into discussions
or negotiations concerning, or provide any non-public information relating to,
an alternative transaction, or (3) agree to or recommend an alternative
transaction to the Flycast stockholders. The merger agreement defines an
alternative transaction to mean:

. an acquisition by a third party of more than 20% of the outstanding shares
of Flycast common stock by a tender offer, exchange offer, merger or similar
transaction;

. an acquisition of control by a third party of more than 20% of the fair
market value of all Flycast's assets; or

. a public announcement by a third party of a proposal, plan, intention or
agreement to do any of the above.

However, Flycast and the Flycast board of directors may, so long as Flycast
has not breached this covenant:

. furnish non-public information to, or enter into discussions or negotiations
with, a third party in connection with an unsolicited bona fide written
proposal for an alternative transaction or recommend any such unsolicited
bona fide written proposal to the Flycast stockholders, if and only to the
extent that (1) the Flycast board of directors believes in good faith, after
consultation with its financial advisor, that the alternative transaction is
reasonably capable of being completed on the terms proposed and constitutes
a superior proposal to this merger, and the Flycast board of directors
determines in good faith after consultation with outside legal counsel that
it must recommend the proposal to the Flycast stockholders to comply with
applicable fiduciary duties to stockholders, (2) prior to furnishing the
non-public information to, or entering into discussions or negotiations with
such a third party, that third party provides to the Flycast board of
directors an executed confidentiality agreement no less favorable than the
confidentiality agreement between CMGI and Flycast, and (3) prior to
recommending a superior proposal, Flycast gives CMGI at least five business
days' prior notice of its intent to recommend the superior proposal in order
to provide CMGI an opportunity to make a counterproposal which Flycast and
its advisors must negotiate in good faith with CMGI during that period; or

. comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act
with regard to such an alternative transaction.

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<PAGE>

Flycast has agreed to notify CMGI in reasonable detail (orally and in
writing) within 24 hours of receipt of any proposal for an alternative
transaction or request for non-public information. Flycast has agreed to
continue to keep CMGI informed on a current basis of the status of any
discussions or negotiations and all material terms being discussed or
negotiated.

Director and Officer Indemnification. The merger agreement provides that for
a period of six years after the effective time of the merger, CMGI will cause
the surviving corporation to honor its obligations to indemnify each present
and former director and officer of Flycast against any costs or expenses
pertaining to matters existing or occurring at or prior to the effective time
of the merger.

Conditions to Obligations to Effect the Merger

The obligations of CMGI and Flycast to effect the merger are subject to the
satisfaction or waiver of the following conditions:

. the Flycast stockholders must have approved and adopted the merger agreement
and the merger;

. the parties must have obtained all government authorizations and consents
other than those the failure of which to obtain would not result in a
material adverse effect on Flycast or CMGI;

. the registration statement must have become effective and not be subject of
a stop order or other similar proceeding; and

. there must be no order, executive order, stay, decree, judgment or
injunction, or statute, rule or regulation in effect that makes the merger
illegal.

In addition, the obligations of CMGI and the transitory subsidiary to effect
the merger are subject to the satisfaction or waiver of the following
conditions:

. the representations and . CMGI receives an opinion from its
warranties of Flycast in the counsel (or Flycast's counsel if
merger agreement must be true and CMGI's counsel does not provide
correct as of the date of the such an opinion) to the effect
merger agreement, unless the that the merger will be treated
representations and warranties as a tax-free reorganization for
are made as of another date, in federal income tax purposes under
which case they must be true and Section 368(a) of the Internal
correct as of such date, except Revenue Code;
where the failure to be true and
correct has not had and is not . Flycast obtains all material
reasonably likely to have a third party consents; and
material adverse effect on
Flycast; . CMGI receives copies of the
resignations of each Flycast
. Flycast must have performed in director.
all material respects all
obligations required to be
performed by it under the merger
agreement at or prior to the
effective time of the merger;

In addition, the obligation of Flycast to effect the merger is subject to
the satisfaction or waiver of the following conditions:

. the representations and warranties of CMGI and the transitory subsidiary in
the merger agreement must be true and correct as of the date of the merger
agreement, unless the representations and warranties are made as of another
date, in which case they must be true as of such date, except where the
failure to be true and correct has not had, and is not reasonably likely to
have a material adverse effect on CMGI;

. CMGI and the transitory subsidiary must have performed in all material
respects all obligations required to be performed by them under the merger
agreement at or prior to the effective time of the merger; and

. Flycast receives an opinion from its counsel (or from CMGI's counsel if
Flycast's counsel does not provide such an opinion) to the effect that the
merger will be treated as a tax-free reorganization for federal income tax
purposes under Section 368(a) of the Internal Revenue Code.

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<PAGE>

Termination; Expenses and Termination Fees

Termination

The merger agreement may be terminated by written notice by the terminating
party under the following circumstances at any time prior to the effective time
of the merger:

. by mutual written consent of the . by CMGI, if (1) the Flycast board
parties; of directors fails to recommend
approval of the merger agreement
. by either CMGI or Flycast if the and the merger to the Flycast
merger has not closed by April stockholders or withdraws or
30, 2000, unless the delay was modifies its recommendation; (2)
due to the terminating party's the Flycast board of directors
failure to fulfill any obligation fails to reconfirm its
under the merger agreement; recommendation of the merger
agreement and the merger to the
. by either CMGI or Flycast, if a Flycast stockholders within five
governmental entity has issued a business days after CMGI requests
nonappealable final order, decree that it do so; (3) the Flycast
or ruling or taken any other board of directors recommends to
nonappealable final action, which the Flycast stockholders an
permanently restrains, enjoins or alternative transaction; (4) a
otherwise prohibits the merger; third party, other than CMGI or
an affiliate of CMGI, commences a
. by either CMGI or Flycast, if at tender offer or exchange offer
the special meeting of Flycast for the outstanding shares of
stockholders, the Flycast board Flycast common stock and the
of directors does not obtain the Flycast board of directors
requisite vote of its recommends that the Flycast
stockholders in favor of the stockholders tender their shares
merger agreement and the merger in such tender or exchange offer,
(unless the terminating party is or within ten days after such
in breach of the merger tender or exchange offer is
agreement); commenced, the Flycast board of
directors fails to recommend that
. by CMGI or Flycast, if there has the Flycast stockholders reject
been a breach of any the offer or takes no position
representation, warranty or with respect to the offer; or (5)
covenant of the merger agreement for any reason Flycast fails to
by the other party which is not call and hold the special meeting
cured within 45 days after the by April 29, 2000.
breaching party receives a
written notice of the breach; or

If either CMGI or Flycast terminates the merger agreement because of any of
the reasons above, all obligations of the parties under the merger agreement
will terminate (with certain exceptions) and there will be no liability, except
for any liability for willful breaches of the merger agreement or the
provisions of the stock option agreement, on the part of CMGI, Flycast, the
transitory subsidiary or their respective officers, directors, stockholders or
affiliates. In addition, certain representations and warranties, as well as the
mutual confidentiality agreement dated September 21, 1999 between CMGI and
Flycast will survive any termination of the merger agreement.

In addition to any termination fee described below, Flycast has agreed to
pay up to a maximum of $500,000 to CMGI as reimbursement for its fees and
expenses paid in connection with the merger if CMGI terminates the merger
agreement because the merger is not consummated by April 30, 2000 because:

. the representations and warranties of Flycast fail to be true and correct,
except to the extent that such failure has not had and is not reasonably
likely to have a material adverse effect on Flycast;

. CMGI did not receive a report from Whitman Hart, in the event the closing of
the merger occurs on or before December 31, 1999, to the effect that each of
the following is year 2000 compliant: (1) the material internal systems used
in the business or operations of Flycast or its subsidiaries, including,
without limitation, computer hardware systems, software applications,
firmware, equipment containing embedded microchips and other embedded
systems, and (2) the software, hardware, firmware and other technology which
constitute part of the products and services marketed or sold by Flycast or
its subsidiaries or licensed by Flycast or its subsidiaries to third
parties; or

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<PAGE>

. the failure of each of the following to be year 2000 compliant: (1) the
material internal systems used in the business or operations of Flycast or
its subsidiaries, including, without limitation, computer hardware systems,
software applications, firmware, equipment containing embedded microchips
and other embedded systems, and (2) the software, hardware, firmware and
other technology which constitute part of the products and services marketed
or sold by Flycast or its subsidiaries or licensed by Flycast or its
subsidiaries.

In addition, to any termination fee described below, CMGI agrees to pay up
to a maximum of $500,000 to Flycast as reimbursement for its fees and expenses
paid in connection with the merger if Flycast terminates the merger agreement
because the merger is not consummated by April 30, 2000 as a result of the
representations and warranties of CMGI failing to be true and correct, except
to the extent that such failure has not had and is not reasonably likely to
have a material adverse effect on CMGI.

Expenses

Except as set forth in the previous section, CMGI and Flycast will bear
their own expenses incurred in connection with the merger. However, CMGI and
Flycast will share equally any expenses, other than attorney's fees, incurred
with respect to the printing and filing of this proxy statement/prospectus and
the registration statement.

Termination Fees

Flycast agrees to pay CMGI a $20 million termination fee if the merger
agreement is terminated under the following circumstances:

. by CMGI, because (1) the Flycast board of directors fails to recommend the
merger agreement and the merger to the Flycast stockholders or withdraws or
modifies its recommendation; (2) the Flycast board of directors fails to
reconfirm its recommendation of the merger agreement and the merger to the
Flycast stockholders within five business days after CMGI requests that it
do so; (3) the Flycast board of directors recommends to the Flycast
stockholders an alternative transaction; (4) a third party, other than CMGI
or an affiliate of CMGI, commences a tender offer or exchange offer for the
outstanding shares of Flycast common stock and the Flycast board of
directors recommends that the Flycast stockholders tender their shares in
such tender or exchange offer, or within ten days after such tender or
exchange offer is commenced, the Flycast board of directors fails to
recommend that the Flycast stockholders reject the offer or takes no
position with respect to the offer; or (5) for any reason Flycast fails to
call and hold the special meeting by April 29, 2000;

. by CMGI because there has been a breach of any representation, warranty or
covenant of the merger agreement by Flycast, which breach causes specified
conditions to CMGI's obligation to effect the merger to not be satisfied,
such as the condition relating to Flycast being year 2000 compliant, and is
not cured within 45 days after Flycast receives a written notice of the
breach from CMGI; or

. by CMGI or Flycast because Flycast fails to obtain the requisite vote of
Flycast stockholders to approve the merger agreement.

CMGI agrees to pay Flycast a $20 million termination fee if Flycast
terminates the merger agreement because of a breach of any representation,
warranty or covenant of the merger agreement by CMGI which is not cured within
45 days after CMGI receives a written notice of the breach from Flycast.

If applicable, any expenses and fees payable as described above shall be
paid within one business day after demand for such payment is made following
the first to occur of the relevant termination events.

Amendment

Generally, the board of directors of each of CMGI and Flycast may amend the
merger agreement at any time prior to the effective time. However, after the
Flycast stockholders approve the merger agreement and the merger, any amendment
will be restricted by the Delaware corporation statute. Amendments must be in
writing and signed by all parties.

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OTHER AGREEMENTS

Stock Option Agreement

In connection with the merger agreement, CMGI and Flycast entered into a
stock option agreement, dated as of September 29, 1999, which is attached as
Exhibit A to Annex A of this proxy statement/prospectus. The option agreement
grants CMGI the right to purchase up to 3,036,750 shares of Flycast common
stock, constituting approximately 19.9% of Flycast's outstanding common stock,
at an exercise price of $45.73 per share, subject to adjustment. However, CMGI
may not exercise this option to acquire more than 19.9% of the outstanding
shares of the Flycast common stock. The option becomes exercisable after the
earliest to occur of the following:

. CMGI terminates the merger agreement because (1) the Flycast board of
directors fails to recommend the merger agreement and the merger to the
Flycast stockholders or withdraws or modifies its recommendation; (2) the
Flycast board of directors fails to reconfirm its recommendation of the
merger agreement and the merger to the Flycast stockholders within five
business days after CMGI requests that it do so; (3) the Flycast board of
directors recommends to the Flycast stockholders an alternative transaction;
(4) a third party, other than CMGI or an affiliate of CMGI, commences a
tender offer or exchange offer for the outstanding shares of Flycast common
stock and the Flycast board of directors recommends that the Flycast
stockholders tender their shares in such tender or exchange offer, or within
ten days after such tender or exchange offer is commenced, the Flycast board
of directors fails to recommend that the Flycast stockholders reject the
offer or takes no position with respect to the offer; or (5) for any reason
Flycast fails to call and hold the special meeting by April 29, 2000;

. CMGI terminates the merger agreement because there has been a breach of any
representation, warranty or covenant of the merger agreement by Flycast,
which breach causes specified conditions to CMGI's obligation to effect the
merger to not be satisfied, such as the condition relating to Flycast being
year 2000 compliant, and is not cured within 45 days after Flycast receives
a written notice of the breach from CMGI; and

. an alternative transaction has been proposed or consummated prior to the
special meeting of Flycast stockholders, and the termination fee of $20
million becomes payable to CMGI because Flycast fails to receive the
requisite stockholder vote for approval of the merger agreement and the
merger in which event, CMGI may exercise its option immediately prior to the
occurrence of any event causing such termination fee to become payable.

Once the option is exercisable, CMGI may exercise its option in whole or in
part, at any time or from time to time, prior to its termination at the
earliest of:

. the effective time of the merger;

. termination of the merger agreement under circumstances that do not entitle
CMGI to receive a termination fee;

. the date on which CMGI realizes a total profit of $30 million based on the
sum of the amount of cash received by CMGI as a result of the termination of
the merger agreement plus cash amounts CMGI from actual or potential sales
of the shares of Flycast common stock issuable to CMGI upon exercise of its
option less CMGI's purchase price for such shares of Flycast common stock;
and

. 90 days after the date on which the merger agreement is terminated, unless
CMGI cannot exercise its option or Flycast cannot deliver to CMGI the shares
of Flycast common stock purchased upon exercise of the option because
conditions to Flycast's obligation to deliver such shares of its common
stock have not been met, in which case the option will not expire until 30
days after such impediment to exercise has been removed.

At any time during which CMGI's option is exercisable, CMGI has the right to
cause Flycast to repurchase from CMGI all or any portion of CMGI's option (to
the extent not previously exercised) and the shares of Flycast common stock
that CMGI purchased by exercising its option. CMGI must give written notice to
Flycast of such demand for repurchase.

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The repurchase price for CMGI's option is the difference between the
market/tender offer price and the purchase price (if the market/tender offer
price is greater). The market/tender offer price is the greater of:

. the price per share of Flycast common stock offered pursuant to a tender or
exchange offer or an acquisition proposal that was made prior to and not
terminated or withdrawn as of the date on which CMGI gave notice of its
repurchase demand to Flycast; and

. the average of the closing price per share of Flycast common stock on the
Nasdaq National Market for the ten trading days immediately preceding the
notice date.

The purchase price is the product of the exercise price per share of Flycast
common stock and the number of shares of Flycast common stock purchasable
pursuant to the option for which CMGI is demanding repurchase.

The repurchase price for the shares of Flycast common stock that CMGI had
acquired by exercising its option is the product of:

. the number of such shares of Flycast common stock for which CMGI is
demanding repurchase; and

. the purchase price per share (plus the difference between the market/tender
offer price and the purchase price if the market/tender offer price is
greater) paid by CMGI for such shares of Flycast common stock.

In the event that Flycast is prohibited under applicable law or regulation,
or as a consequence of administrative policy, from repurchasing in full the
option or shares of Flycast common stock as demanded by CMGI, then Flycast must
immediately notify CMGI of the prohibition. In addition, within five business
days after each date on which Flycast is no longer so prohibited, Flycast must
deliver to CMGI that portion of the repurchase price. However, during the
prohibition period and so long as Flycast is using its best efforts to obtain
all required regulatory and legal approvals and to file any required notices as
promptly as practicable to accomplish such repurchase, CMGI may revoke its
notice demanding repurchase, in whole or to the extent of the prohibition. If
CMGI revokes its notice, Flycast must promptly deliver to CMGI the portion of
the repurchase price which Flycast is not prohibited from delivering and, as
appropriate:

. a new stock option agreement evidencing CMGI's right to purchase that number
of shares of Flycast common stock obtained by multiplying (1) the number of
shares of Flycast common stock for which the surrendered stock option
agreement was exercisable at the time of delivery of the notice by (2) a
fraction, the numerator of which is the repurchase price less the portion of
the repurchase price previously delivered to CMGI, and the denominator of
which is the repurchase price; and

. a certificate for the shares of Flycast common stock that Flycast is then so
prohibited from repurchasing.

Flycast has agreed to file up to two registration statements within two
years following any purchase by CMGI of shares of Flycast common stock under
the option to register the resale by CMGI of those shares under applicable
federal and state securities laws.

Stockholder Agreement

As an inducement to CMGI to enter into the merger agreement, some of the
Flycast stockholders, who beneficially owned as of September 29, 1999 an
aggregate of 5,651,107 shares of Flycast common stock, entered into a
stockholder agreement with CMGI, dated as of September 29, 1999, which is
attached as Exhibit B to Annex A of this proxy statement/prospectus, agreeing
to vote their shares in favor of the merger agreement and the merger and
against specified alternative transactions. The stockholders retain the right
to vote their shares on all other matters.

The stockholders also agreed to execute a proxy, which would give CMGI, or
any nominee of CMGI, the limited right to vote each of the 5,651,107 shares of
Flycast common stock as lawful attorney and proxy, at every Flycast
stockholders meeting and every written consent in lieu of such meeting, in
favor of approval of the merger and the merger agreement. The stockholder
agreement terminates upon the earlier of the merger becoming effective in
accordance with the terms and provisions of the merger agreement and the
termination of the merger agreement.

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DESCRIPTION OF FLYCAST'S BUSINESS

Overview

Flycast Communications Corporation, is a leading provider of Web-based
direct response advertising solutions to advertisers. Flycast works closely
with advertisers to maximize the value of their advertising campaigns on the
Web. Flycast's advertiser customers are primarily companies selling goods and
services over the Internet, direct marketing agencies, or other advertisers who
are interested in driving the Web user towards specific actions. Those actions
include clicking on advertisements, registering their names or other
information, or buying products. Flycast offers its customers direct response
solutions that include widespread placement of advertisements over the Web,
prices that minimize their cost per action and continuous improvement and
optimization of their advertising campaign through the application of
technology and through the services of its trained staff.

The Flycast Network

Flycast delivers Web-based advertising solutions designed to maximize the
return on investment for response-oriented advertisers, direct marketers and e-
commerce companies. Flycast provides these solutions through a large network of
Web sites, proprietary technology and responsive customer service. By combining
unsold advertising inventory from the over 1,400 Web sites comprising the
Flycast Network, Flycast offers advertisers a large audience of Web users and
high-quality advertising space at favorable prices. These Web sites include
both small Web sites and large, premium Web sites. Additionally, by selling
advertising space on an unnamed basis, Flycast creates a supplemental and
incremental revenue opportunity for Web sites that does not conflict with their
other sales efforts, including large, premium Web sites with direct sales
forces. Flycast's AdExchange (AdEx) system, a proprietary automated advertising
management platform, analyzes response rates across the network. Flycast's
customer service staff translates real-time feedback regarding advertising
effectiveness into further optimization for the advertiser.

Strategy

Flycast's objective is to be the leading provider of response-oriented
advertising solutions on the Web. Key elements of Flycast's strategy include:

Create Value for Web Sites and Advertisers. By combining its inventory
acquisition model with personalized optimization of advertising performance,
the Flycast Network offers advertisers advertising solutions designed to
maximize return on investment and attractive pricing levels, while at the same
time providing incremental advertising revenue for its Web site affiliates.
Flycast intends to continue to increase the number of advertising impressions
it acquires from its current Web sites and to expand the number and type of Web
sites in the Flycast Network.

Leverage Proprietary Technologies. Flycast seeks to increase the efficiency,
effectiveness and attractiveness of its service to advertisers through the use
of technology. AdEx facilitates the simultaneous processing and management of
millions of advertising transactions. AdEx allows Flycast to target advertising
to users based on a wide selection of Web site and user characteristics,
including geographical location, nature of content, type of browser and
operating system, originating Internet domain, Web usage patterns and prior
advertising exposure. It also enables advertisers to track their advertising
campaigns effectively and increase response rates.

Expand Service Offerings. Flycast intends to continue to expand its products
and services. In July 1998, Flycast began to offer differentiated, geo-targeted
Internet advertising to local advertisers. In August 1999, Flycast announced
the creation of a new division, eDispatch, which, in conjunction with the
Flycast Network, will provide response and e-commerce marketers with an
integrated suite of tools and services designed to maximize the effectiveness
of email and other online marketing initiatives. As part of eDispatch, Flycast
acquired InterStep, Inc. in August 1999. In September 1999, Flycast announced a
new product called Valet,

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whereby Flycast offers e-commerce solutions that enable the Web sites in the
Flycast Network to develop an online shopping area. In October 1999, Flycast
announced its launch into several European markets, specifically, Germany,
Sweden, and the United Kingdom.

Provide Superior Customer Service. Flycast believes that strong customer
service is vital to generating repeat business. Flycast intends to continue to
hire, train and support a staff of customer service representatives who work
with both advertisers and Web sites. Flycast also plans to continue enhancing
its service by providing on-demand customized online reports that allow
advertisers and Web sites to rapidly assess the efficiency and performance of
their advertising campaigns.

Expand Sales and Marketing Efforts. Flycast believes that aggressive
marketing and sales programs are essential to selling Web advertising solutions
effectively. Flycast intends to increase the size of its direct sales force and
continue its public relations and marketing campaign that began in the first
quarter of 1999. In addition, Flycast intends to continue expanding all
marketing and sales categories to extend its presence in the marketplace, as
well as to acquire new advertisers and attract new Web sites.

Products and Services

The Flycast Network

The Flycast Network offers a comprehensive system for planning, buying,
selling, managing, evaluating and administering Web advertising. To fulfill the
needs of response-oriented advertisers, the Flycast Network aggregates
advertising inventory from Web sites that meet minimum size and quality
requirements. Many small and medium-size Web sites that are unable to support
their own sales forces list all of their inventory with Flycast. Other Web
sites that maintain either a direct or outsourced sales force, but that are
unable to sell all of their inventory, list the unsold portion on the Flycast
Network. When a Web site joins the Flycast Network, Flycast makes no guarantees
with respect to revenue, cost per thousand or impressions sold, and Web sites
are free to leave the Flycast Network at any time. Flycast pays each Web site
on the Flycast Network a percentage of the revenue generated by delivering
advertisements on their Web sites. The Flycast Network currently consists of
over 1,400 Web sites and in the quarter ended September 30, 1999, the Flycast
Network generated approximately 4.4 billion total advertising impressions.

Flycast designed its AdEx technology platform to deliver return on
investment-oriented advertising solutions to advertisers. AdEx receives orders
from advertisers and matches them with the appropriate advertising space
available on the Flycast Network. Each time a Web user visits a Flycast Network
Web site, a signal is sent to the AdEx system. This signal contains information
on the type of advertising space represented. The system then selects the
appropriate advertisement and serves it to the Web site, concluding a process
that typically takes less than one second.

Through comprehensive performance reports generated by AdEx, advertisers can
track the progress of their advertising campaigns via online reports. These
reports contain detailed information such as the Web sites included in an
advertising campaign, the number of impressions served and the click-through
rates or other performance measurements. They provide the information that
advertisers need to actively manage their advertising campaigns to maximize
effectiveness. In addition, Flycast's media consultants monitor the progress of
each advertising campaign relative to the performance goals set by the
advertiser. As each campaign progresses our media consultants are able to
adjust the advertiser's media plan in real time to optimize the performance of
the advertising campaign. Sites generating low response rates are either
rotated out of the campaign or their impression allocations are reduced, while
sites generating higher responses are allocated increased impressions. Although
this optimization process can be partially or fully automated, most Flycast
advertisers prefer to interact with media consultants during the process.

Flycast maximizes value for advertisers by enabling them to gauge response
of the effectiveness of advertisements placed across the Flycast Network.
Flycast's media consultants advise advertisers to purchase

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higher cost per thousand advertising space only if it can be justified on the
basis of proportionately increased responses. For example, if an advertiser
receives a one percent response rate from advertisements with a $5 cost per
thousand, then that advertiser would need to attain a response rate of at least
eight percent in order to justify purchasing advertising space with a $40 cost
per thousand.

Advertising space on the Flycast Network is sold directly to advertisers and
agencies as one of four media products: Run of Network, Run of Category,
Category Select or Site Select. Flycast sales representatives work with
advertisers to select the appropriate media product based on the advertisers'
requirements for the amount and timing of impressions, and desired response
rates. The following is a more detailed description of the four media products.

Run of Network: Run of Network offers advertising placements across the
entire Flycast Network without specificity regarding individual Web sites. This
product provides the greatest overall reach for advertisers at the lowest-cost
per thousand impressions.

Run of Category: Flycast Network sites are categorized into 25 affinity
categories based on nature of content, such as sports and outdoors,
entertainment, and news and information. Run of Category allows the advertiser
to select one or more specific content types within which to run its
advertising, at a higher cost than Run of Network, but without specificity
regarding individual Web sites.

Category Select: Category Select allows an advertiser to define a set of Web
sites as a unique category in which its advertising is to be run, without
allocating a specific number of impressions to individual Web sites. Flycast's
rates for Category Select vary based on the number of Web sites and
impressions.

Site Select: Flycast offers advertisers the ability to allocate the number
of impressions on specifically designated individual Web sites. Pricing is in
accordance with the Web site's current rate card, or by agreement with the Web
site directly. Flycast does not discount the named individual Web site's
advertising space or sell at rates that conflict with those published by the
Web site.

Substantially all advertisers purchase the Run of Network media product.
Actual base rates for each media product may vary depending on the length of
contract and number of impressions purchased. In addition to the base rates
charged for each media product, Flycast charges, on a cost per thousand basis,
for special targeting or advertising format requirements.

Flycast Local Market/Value Added Reseller Division

In addition to direct sales of advertising space, Flycast also packages and
sells impressions on a wholesale basis to value added resellers. To develop
this channel, Flycast recently initiated relationships with BellSouth
Corporation, SBC Communications Inc. and U S WEST. Under these agreements,
Flycast will deliver local Web advertising inventory to the BellSouth, SBC and
U S WEST sales forces for resale to local advertisers. Reseller arrangements
allow Flycast to leverage the existing market presence, customer relationships,
sales forces and brand recognition of its channel partners.

Flycast has also developed a suite of tools and services to support value
added resellers with a turnkey offering. In addition to supplying geo-targeted
advertising inventory for resale in accordance with the value added reseller's
specifications, Flycast supplies customized, co-branded applications,
performance reporting, billing services and training and sales support.

eDispatch

In August 1999, Flycast acquired InterStep, Inc., an email management
company based in Cambridge, Massachusetts, in a transaction accounted for as a
pooling-of-interests. InterStep provides publishers with email content
management, list management and distribution services on an outsourced basis.
The acquisition of InterStep will facilitate the launching of eDispatch, which
will provide marketers with a complete suite of email marketing services, tying
together customer acquisition, management, and customer retention programs.

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Valet

Valet provides e-commerce solutions targeted to Web sites in the Flycast
Network, by offering the sites the ability to link to an online shopping area.
Further, Valet enables the Web sites in the Flycast Network to integrate search
capabilities into their sites, allowing consumers to search the Web for a wide
range of information about products and services made available through Valet.

International

In October 1999, Flycast opened offices in Germany, Sweden and the United
Kingdom to facilitate Flycast's expansion in key European markets. Initially,
Flycast will offer direct marketers based in Europe the ability to advertise
across the entire Flycast Network, as well as the ability to geo-target on
specific European Web sites only.

Technology and Operations

Flycast's proprietary AdEx technology platform is a complete suite of agent
based solutions that enables real-time advertising delivery and management. The
key applications that utilize the AdEx platform are:

AdAgent, a Java-based client interface that allows buyers to plan, execute
and manage advertising purchases.

AdReporter, a Web-based tool that provides media buyers real-time reports on
their purchases.

ValueTrak, a program that provides e-commerce advertisers the ability to
track viewers beyond a click to a transaction on an e-commerce Web site to
measure viewer responses, including registrations, units downloaded or products
purchased.

SiteRegistry, a tool that allows affiliated Web sites to control the pages
they provide to Flycast and to create instant online information packages about
Flycast and its advertising opportunities that are then made available to
advertisers.

SiteReporter, a tool that allows affiliated Web sites to monitor the
performance of advertising campaigns on their sites and to track the revenue
they have earned through the Flycast Network.

AdEx is designed to be scaleable through a segmented and redundant,
distributed processing architecture. Flycast's modular and open architecture
allows it to interface with third-party ad servers, as well as providers of
proprietary media formats. Separate sub-systems that utilize Oracle databases
support real-time, agent-based tools, including media planning, media buying,
tracking, reporting, auditing and billing. These applications are based on a
three-tiered architecture that allows the rapid development of new applications
and interfaces.

All transaction information is backed up periodically and all billing and
reporting information is archived and kept in fireproof storage facilities.
Flycast's network management software utilizes SNMP and Optivity, and
constantly monitors each aspect of network performance. System engineers are
notified in the event performance falls outside of expected bounds. Flycast
leases space for its servers at three physically separate locations in the San
Francisco Bay Area.

Flycast intends to enhance its existing advertising solutions and to
introduce new solutions in order to meet changing consumer demands. These
enhancements may include the ability to deliver advertisements utilizing new
rich media formats and more precise consumer targeting techniques. In addition,
Flycast expects increased availability of broadband Internet access to enable
the development of new products and services that take advantage of this
expansion in delivery capability. As of September 30, 1999, Flycast had 42
employees in research and development.

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Sales, Marketing and Customer Service

Flycast sells its products and services primarily through its direct sales
force and also sells impressions on a wholesale basis to selected value added
reseller partners. Flycast's direct sales organization, which included 49
salespeople as of September 30, 1999, mainly targets larger advertisers and
agencies. These employees are located at Flycast's headquarters in San
Francisco and in Atlanta, Boston, Boulder, Chicago, Los Angeles, New York,
Philadelphia, Sarasota, Seattle and Fairfax,Virginia. Flycast intends to
increase its sales presence by opening additional offices and expanding its
direct sales force. To support its direct sales force, Flycast has established
a Media Consulting Group as well as a Site Network Services Group to help
increase the effectiveness and ease-of-use of Flycast's services.

The Media Consulting Group's goals are to maintain advertiser relationships,
achieve optimal advertising results and maximize current and future media
revenue streams. Media consultants assist clients in the planning and design of
their Web advertising campaigns. Once the campaign is underway, a media
consultant monitors the progress of each campaign according to the goals set by
the advertiser and can adjust the campaign in real time in order to optimize
the performance of the campaign. Media consultants also review and analyze
media data to communicate campaign status to the client and provide technical
support. The Site Network Services Group reviews Web sites that apply to be
included in the Flycast Network, recruits new Web sites, maintains Web site
relationships and provides general Web site technical support. The Site Network
Services Group also defines and monitors the advertising categories on the
Flycast Network and analyzes existing inventory to identify categories that
require more advertising space.

To support its direct sales efforts and to promote the Flycast brand,
Flycast markets its products and services to clients via direct marketing,
print advertising, online advertising, Flycast's Web site, trade show
participation and other media events. In addition, Flycast actively pursues a
public relations program to promote the Flycast brand and Flycast's products
and services to potential advertising buyers and potential members of the
Flycast Network.

Flycast's ten largest customers accounted for 40% of its revenue for the
year ended December 31, 1998 and 34% of its revenue for the nine months ended
September 30, 1999. No single customer accounted for more than 10% of our
revenue for the nine months ended September 30, 1999.

Competition

The Internet advertising market is intensely competitive. Flycast expects
this competition to continue to increase because there are no substantial
barriers to entry. Competition may also increase as a result of industry
consolidation. Flycast believes that its ability to compete depends upon many
factors both within and beyond its control, including the following:

. the timing and market acceptance . Flycast's ability, relative to
of new solutions and enhancements its competitors, to scale its
to existing solutions developed technology as customer needs
either by Flycast or its grow; and
competitors;
. the ease of use, performance,
. customer service and support price and reliability of
efforts; solutions developed either by
Flycast or its competitors.
. sales and marketing efforts;

Competition among current and future suppliers of Internet navigational and
informational services, high-traffic Web sites and Internet service providers,
as well as competition with other media for advertising placements, could
result in significant price competition and reductions in advertising revenues.

As Flycast expands the scope of its Web services, it may compete with a
greater number of Web sites and other media companies across a wide range of
different Web services, including in vertical markets where competitors may
have advantages in expertise, brand recognition and other factors. Several
companies offer competitive products or services through Web advertising
networks, including DoubleClick, 24/7 Media and

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AdSmart Corporation. Flycast's business may also encounter competition from
providers of advertising inventory management products and related services,
including NetGravity (now part of DoubleClick), Accipiter (now part of CMGI)
and AdForce. In addition, Flycast may compete with a number of content
aggregation companies, advertising agencies and other companies that facilitate
Web advertising.

Employees

As of September 30, 1999, Flycast had 153 employees, including 49 in sales,
17 in marketing, 42 in research and development and 11 in general and
administrative functions. Flycast is not subject to any collective bargaining
agreements and believes that its employee relations are good. Flycast's future
success depends on its ability to attract, retain and motivate highly skilled
employees. Competition for employees in the industry is intense.

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

The following discussion of the financial condition and results of
operations of Flycast contains forward-looking statements within the meaning of
section 27A of the Securities Act of 1933 and section 21E of the Securities
Exchange Act of 1934. Such statements involve risks and uncertainties.
Flycast's actual results and timing of certain events could differ materially
from those anticipated in these forward-looking statements as a result of
certain factors including, but not limited to, those set forth under "Risk
Factors" on page 7 and elsewhere in this proxy statement/prospectus. In this
proxy statement/prospectus, the words "anticipates," "believes," "expects,"
"future," "intends" and similar expressions identify forward-looking statements
which speak only as of the date of this proxy statement/prospectus.

Overview

Flycast delivers Web-based advertising solutions designed to maximize the
return on investment for response-oriented advertisers, direct marketers and
electronic commerce companies. By combining unsold advertising space from over
1400 Web sites, the Flycast Network offers advertisers a large audience of Web
users and high-quality advertising space at favorable prices. Additionally, by
selling advertising space on an unnamed basis, Flycast creates a supplemental
revenue opportunity for Web sites that does not conflict with their other sales
efforts.

Flycast completed its initial public offering of 3,200,000 shares of common
stock, which includes 200,000 shares from the exercise of the underwriters'
over-allotment option, at a price of $25.00 per share on May 4, 1999. The net
proceeds of approximately $74.4 million from the initial public offering were
added to Flycast's working capital. Pending use of the net proceeds, Flycast
has invested such funds in short-term, interest bearing investment grade
obligations.

On August 30, 1999, Flycast completed a merger with InterStep, Inc., a
Massachusetts corporation which commenced operations in 1995. Flycast has
accounted for this transaction as a pooling-of-interests and, accordingly, the
consolidated financial statements of Flycast for all periods presented have
been restated to include the accounts of InterStep.

Flycast commenced operations in April 1996 as a California corporation. From
April 1996 through May 1997, Flycast's operating activities related primarily
to developing its AdEx technology and the Flycast Network, identifying markets
and recruiting personnel.

Revenue from advertisements delivered on the Flycast Network began in the
second quarter of 1997. Flycast generates revenue by delivering advertisements
to Web sites in the Flycast Network. Pricing of advertising is generally based
on cost per advertising impression and varies depending on whether the
advertising is run across the network, across specific categories or on
individual Web sites. Flycast sells its services through its sales and
marketing staff located in San Francisco, Atlanta, Boston, Boulder, Chicago,
Detroit, Los Angeles, New York, Philadelphia, Sarasota, Seattle and Fairfax,
Virginia. The advertisements Flycast delivers are typically sold under short-
term agreements that are subject to cancellation. Advertising revenue is
recognized in the period that advertisements are delivered. Flycast pays each
Web site in the Flycast Network an agreed upon percentage of the revenue
generated by advertisements run on its site. That amount is included in cost of
revenues. Generally, Flycast bills and collect for advertisements delivered on
the Flycast Network and assumes the risk of non-payment from advertisers.

Flycast expects to generate most of its revenue for the foreseeable future
from advertisements delivered to Web sites on the Flycast Network. Flycast's
ten largest customers accounted for 40% of its revenue for the year ended
December 31, 1998 and 34% of its revenue for the nine months ended September
30, 1999. No single customer accounted for more than 10% of Flycast's revenue
for the nine months ended September 30, 1999. No Web site contributed more than
5% of Flycast's advertising views served, as measured based on the fees Flycast
paid to Web sites, during the nine months ended September 30, 1999.

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<PAGE>

Flycast has entered into value added reseller relationships with BellSouth,
SBC Communications and U S WEST. Under these agreements, Flycast will deliver
local Web advertising inventory to BellSouth's, SBC's and U S WEST's sales
forces that they, in turn, will offer to local advertisers. To date, these
agreements have not accounted for a material percentage of revenue. However,
Flycast anticipates that revenue from these agreements will account for an
increasing percentage of its revenue in the future.

Flycast has incurred significant losses since inception and, as of September
30, 1999, had an accumulated deficit of $32.9 million. In addition, Flycast has
recorded stock-based compensation, which represents the difference between the
exercise price and the fair market value of its common stock issuable upon the
exercise of stock options granted to employees. Stock-based compensation of
$1.1 million was amortized during the year ended December 31, 1998 and $1.3
million was amortized during the nine months ended September 30, 1999. Stock-
based compensation of $1.6 million will be amortized over the remaining vesting
periods of the related options, including $303,000 in the remainder of the year
ending December 31, 1999.

In light of the rapidly evolving nature of Flycast's business and Flycast's
limited operating history, Flycast believes that period-to-period comparisons
of its operating results are not meaningful and that the results for any period
should not be relied upon as an indication of future performance. Flycast
currently expects to increase significantly its operating expenses in order to
expand its sales and marketing operations, including its reseller network, to
enhance its AdEx technology platform and to expand internationally. As a result
of these factors, Flycast expects to incur significant losses on a quarterly
and annual basis for the foreseeable future.

Recent Developments

On August 30, 1999, Flycast completed the acquisition of InterStep, Inc. by
issuing 480,337 shares of its common stock for all of the outstanding shares of
InterStep. Of the 480,337 shares of Flycast common stock, 47,558 shares are
held by an escrow agent to serve as security for the indemnity provided by some
of the stockholders of InterStep. The information presented in this document
reflects the combination of Flycast and InterStep using the pooling-of-
interests method of accounting for a business combination.

Results of Operations

The following table sets forth statements of operations data for the periods
indicated as a percentage of revenue. This information should be read in
conjunction with Flycast's financial statements and related notes included
elsewhere in this proxy statement/prospectus:

Flycast Communications Corporation
Statements of Operations
(unaudited)

<TABLE>
<CAPTION>
Year Ended Nine Months
December 31, Ended Sept 30,
------------------ -----------------
1996 1997 1998 1998 1999
---- ---- ---- ------- -------
<S> <C> <C> <C> <C> <C>
Revenues............................... 100% 100% 100% 100% 100%
Cost of revenues....................... 4% 64% 66% 64% 70%
---- ---- --- ------- ------
Gross Profit......................... 96% 36% 34% 36% 30%
Operating expenses:
Sales and marketing.................. 90% 149% 56% 70% 59%
Research and development............. 177% 158% 32% 33% 23%
General and administrative........... 149% 86% 24% 29% 20%
Stock-based compensation............. -- -- 12% 15% 5%
---- ---- --- ------- ------
Total operating expenses........... 416% 393% 124% 147% 107%
Operating loss......................... (320)% (357)% (91)% (112)% (78)%
Interest income, net................... (1)% (1)% (4)% (1)% 0%
---- ---- --- ------- ------
Net Loss............................... (321)% (358)% (95)% (113)% (78)%
---- ---- --- ------- ------
</TABLE>

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<PAGE>

Three and Nine Month Periods Ended September 30, 1998 and 1999

Revenue

Flycast's revenue is derived primarily from the delivery of advertisements
on Web sites in the Flycast Network. Flycast's revenue increased from $2.5
million for the quarter ended September 30, 1998 to $12.5 million for the
quarter ended September 30, 1999. Revenue was $24.1 million for the nine months
ended September 30, 1999, up from $4.8 million for the same period in 1998.
This increase was primarily due to an increase in the number of advertisers
purchasing advertisements on the Flycast Network and an increase in purchases
made by existing advertisers.

Cost of Revenues

Cost of revenues consists primarily of amounts Flycast pays to Web sites on
the Flycast Network, which represent a percentage of the revenue generated by
delivering advertisements. Cost of revenues also includes costs of the
advertising delivery system and Internet access costs. Cost of revenues was
$1.6 million for the quarter ended September 30, 1998 and $8.6 million for the
quarter ended September 30, 1999. Cost of revenues was $16.8 million for the
nine months ended September 30, 1999, up from $3.1 million for the same period
in 1998. The increase in cost of revenues was due to the related growth in
advertising revenue and associated amounts paid to Web sites, increased
expenses from third-party Internet service providers and increased capital
investment in infrastructure to increase Flycast's network serving capacity.
This investment resulted in a decline in Flycast's overall gross margin from
the same quarter in the prior year. These expenses increased in absolute
dollars and increased as a percentage of revenue due to investments in
upgrading the advertising delivery system.

Operating Expenses

Sales and Marketing. Sales and marketing expenses consist primarily of
compensation (including commissions), travel, advertising, trade show costs and
marketing materials expenses. Sales and marketing expenses were $1.6 million or
64% of revenue for the quarter ended September 30, 1998 and $6.0 million, or
48% of revenue, for the quarter ended September 30, 1999. Sales and marketing
expenses were $14.1 million or 59% of revenue for the nine months ended
September 30, 1999, up from $3.3 million or 70% of revenue for the same period
in 1998. The increase in absolute dollars was due primarily to the increase in
sales personnel and costs related to the continued development and
implementation of Flycast's marketing campaigns. Flycast expects sales and
marketing expenses to increase on an absolute dollar basis in future periods as
Flycast hires additional personnel in sales and marketing, expands into new
markets and continues to promote its advertising solutions.

Research and Development. Research and development expenses were $655,000,
or 26% of revenue, for the quarter ended September 30, 1998 and $2.6 million,
or 21% of revenue, for the quarter ended September 30, 1999. Research and
development costs were $5.6 million or 23% of revenues for the nine months
ended September 30, 1999 up from $1.6 million or 33% of revenues for the same
period in 1998. The increase in absolute dollars was due primarily to increased
personnel expenses. Flycast believes that continued investment in research and
development is critical to attaining its strategic objectives and, as a result,
Flycast expects research and development expenses to increase on an absolute
dollar basis in future periods.

General and Administrative. General and administrative expenses were
$490,000, or 19% of revenue, for the quarter ended September 30, 1998, and $2.5
million, or 20% of revenue, for the quarter ended September 30, 1999. General
and administrative expenses increased from $1.4 million or 29% of revenues for
the nine months ended September 30, 1998 to $4.9 million or 20% of revenues for
the nine months ended September 30, 1999. The increase in absolute dollars was
due to the growth in staffing and internal administrative expenses related to
the staffing growth and expenses related to the pending merger with CMGI.
Acquisition related expenses incurred during the quarter ended September 30,
1999 were approximately $1.5 million. Flycast expects general and
administrative expenses to increase on an absolute dollar basis in future
periods as Flycast hires additional personnel and incurs additional costs
related to the growth of its business, but decrease as a percentage of revenue.

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<PAGE>

Stock-Based Compensation. Stock-based compensation of $407,000 and $365,000
was amortized during the quarters ended September 30, 1998 and 1999,
respectively. Stock-based compensation of $737,000 and $1.3 million was
amortized during the nine months ended September 30, 1998 and 1999,
respectively. Stock-based compensation of $1.6 million will be amortized over
the remaining vesting periods of the related options, including $303,000 in the
quarter ending December 31, 1999.

Interest Income (Expense), Net. Interest income (expense), net consists of
interest paid on capital lease and debt obligations, offset in part by interest
earnings on Flycast's cash, cash equivalents and investments. Interest expense
consisted primarily of interest incurred in connection with debt and capital
lease financing and interest income consisted mostly of interest earned on the
proceeds from Flycast's initial public offering. Interest expense increased
from $77,000 in the quarter ended September 30, 1998 to $206,000 in the quarter
ended September 30, 1999 and from $150,000 for the nine months ended September
30, 1998 to $596,000 for the nine months ended September 30, 1999. Interest
income decreased from $14,000 in the quarter ended September 30, 1998 to
$(102,000) in the quarter ended September 30, 1999 and increased from $78,000
for the nine months ended September 30, 1998 to $652,000 for the nine months
ended September 30, 1999.

Income Taxes. No income tax benefits have been recorded for any of the
periods presented due to Flycast's current loss position.

Years Ended December 31, 1996, 1997 and 1998

Revenue. For the year ended December 31, 1996 revenues were $123,000.
Flycast's revenue increased from $934,000 for the year ended December 31, 1997
to $9.3 million for the year ended December 31, 1998. This increase was mainly
due to an increase in the number of advertisers purchasing advertisements on
the Flycast Network and the acquisition of InterStep.

Cost of Revenue. For the year ended December 31, 1996 cost of revenues was
$5,000. Cost of revenues was $600,000 for the year ended December 31, 1997 and
$6.1 million for the year ended December 31, 1998. The increase in cost of
revenues was due to the related growth in advertising revenue and associated
amounts paid to Web sites, increased expenses from third-party Internet service
providers and increased depreciation expenses. These expenses increased in
absolute dollars but decreased as a percentage of revenue due to a decrease in
the average percentage of revenue paid to Web sites.

Sales and Marketing. For the period ended December 31, 1996, sales and
marketing expenses were $111,000 or 90.2% of revenue. Sales and marketing
expenses were $1.4 million, or 149.1% of revenue, for the year ended December
31, 1997, and $5.2 million, or 56.3% of revenue, for the year ended December
31, 1998. The increase in absolute dollars was due primarily to the increase in
sales personnel and costs related to the continued development and
implementation of Flycast's marketing campaigns.

Research and Development. For the period ended December 31, 1996, research
and development expenses were $218,000 or 177.2% of revenue. Research and
development expenses were $1.5 million, or 157.7% of revenue, for the year
ended December 31, 1997, and $3.0 million, or 32.4% of revenue, for the year
ended December 31, 1998. The increase in absolute dollars was due primarily to
increased personnel expenses.

General and Administrative. For the period ended December 31, 1996, general
and administrative expenses were $183,000 or 148.8% of revenue. General and
administrative expenses were $807,000, or 86.4% of revenue, for the year ended
December 31, 1997, and $2.2 million, or 23.9% of revenue, for the year ended
December 31, 1998. The increase in absolute dollars was consistent with
Flycast's growth.

Stock-Based Compensation. Stock-based compensation of $1.2 million was
amortized during the year ended December 31, 1998.

Interest Income (Expense), Net. Interest expense, net consists of interest
paid on capital lease and debt obligations, offset in part by interest earnings
on Flycast's cash, cash equivalents and investments. Interest expense was
$2,000 in 1996, $102,000 in 1997 and $510,000 in 1998. Interest income was
$1,000, in 1996, $95,000 in 1997 and $98,000 in 1998.

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<PAGE>

Income Taxes. No income tax benefits have been recorded for any of the
periods presented. At December 31, 1998, Flycast had approximately $11.0
million of federal net operating loss carryforwards available to offset future
taxable income; these carryforwards expire in various years through 2018. As a
result of various equity transactions during 1996, 1997, 1998 and 1999, Flycast
believes that it may have undergone an "ownership change" as defined in section
382 of the Internal Revenue Code. Accordingly, the utilization of a portion of
the net operating loss carryforwards may be limited. Due to the uncertainty
regarding the ultimate utilization of the net operating loss carryforwards, we
have not recorded any benefit for losses and a valuation allowance has been
recorded for the entire amount of the net deferred tax asset.

Liquidity and Capital Resources

Since inception, Flycast has financed its operations primarily through the
private placement of equity and convertible debt securities, borrowings from a
related party and others and its initial public offering. As of September 30,
1999, Flycast had raised approximately $100.8 million from the issuance of
common and preferred stock. As of September 30, 1999, Flycast had $14.2 million
of cash and cash equivalents and $57.2 million in short-term investments and
had borrowings of $6.1 million under credit and capital lease facilities.

Net cash used in operating activities was $349,000 for the year ended
December 31, 1996, $3.2 million for the year ended December 31, 1997, $7.3
million for the year ended December 31, 1998 and $12.7 million for the nine
months ended September 30, 1999. Cash used in operating activities for the
years ended December 31, 1996, 1997 and 1998 and the nine months ended
September 30, 1999 resulted from net losses and increases in accounts
receivable, which were partially offset by increases in accounts payable and
accrued liabilities.

Net cash used in investing activities was $252,000 for the year ended
December 31, 1996, $569,000 for the year ended December 31, 1997, $311,000 for
the year ended December 31, 1998 and $65.2 million for the nine months ended
September 30, 1999. Cash used in investing activities was primarily related to
purchases of property and equipment in the first two years, investment of
initial public offering proceeds for the nine months ended September 30, 1999
and for short-term investments for the year ended December 31, 1998.

Net cash provided by financing activities was $614,000 for the year ended
December 31, 1996, $7.3 million for the year ended December 31, 1997, $9.2
million for the year ended December 31, 1998 and $87.0 million for the nine
months ended September 30, 1999. Cash provided by financing activities in the
first two years resulted almost entirely from sales of preferred stock. For the
nine months ended September 30, 1999 net cash provided by financing activities
resulted almost entirely from the sale of common stock in Flycast's initial
public offering. In the year ended December 31, 1998, net cash provided by
financing activities resulted primarily from $5.1 million of long-term debt and
the sale of $4.5 million of preferred stock.

While Flycast does not have any material commitments for capital
expenditures, Flycast anticipates that it will experience an increase in its
capital expenditures consistent with its anticipated growth in operations,
infrastructure and personnel. Flycast plans to incur approximately $2.0 million
to $4.0 million in capital expenditures during the remainder of 1999. Flycast
currently anticipates that it will continue to experience significant growth in
its operating expenses for the foreseeable future and that its operating
expenses will be a material use of its cash resources. Flycast believes that
its existing cash, cash equivalents and short-term investments and available
credit facilities will be sufficient to meet its anticipated cash needs for
working capital, repayment of debt and capital expenditure for at least the
next twelve months.

Year 2000 Compliance

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 used by many companies and governmental agencies may need
to be upgraded to comply with year 2000 requirements or risk system failure or
miscalculations causing disruptions of normal business activities.

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<PAGE>

State of Readiness. Flycast has made an assessment of the year 2000
readiness of its information technology, or IT, systems, including the hardware
and software that enables Flycast to provide and deliver its solutions, and its
non-IT systems. Flycast's assessment plan consisted of (1) an audit, performed
by an independent third-party consulting company of AdEx Technology, Flycast's
internally developed proprietary software incorporated in its solutions; (2)
contacting third-party vendors and licensors of material hardware, software and
services that are both directly and indirectly related to the delivery of
Flycast solutions to advertisers and the Web sites on the Flycast Network; (3)
contacting third-party vendors who provide important business services (non-IT
systems); (4) an assessment of repair or replacement requirements; and (5)
creating of contingency plans in the event of year 2000 failures.

Based on the results of the independent audit, Flycast revised the code of
its AdEx Technology as necessary to achieve year 2000 compliance. The third
party consulting company has verified the results of Flycast's year 2000
remediation efforts. Flycast has contacted its hardware and software component
vendors and has been informed by its hardware and software component vendors
for its IT systems that the products Flycast uses are currently year 2000
compliant. Because Flycast's AdEx Technology has undergone changes due to
maintenance and enhancement since the third-party independent audit, Flycast
intends to re-test the current version of the AdEx Technology before the end of
1999 to ensure that it has maintained full year 2000 compliance.

Flycast has assessed third party vendors that provide important business
services (non-IT systems) and is seeking assurance of year 2000 compliance from
these providers.

Costs. To date, Flycast has not incurred significant costs in connection
with identifying or evaluating year 2000 compliance issues. Most of Flycast's
expenses have related to, and are expected to continue to relate to, the
operating costs associated with time spent by employees and consultants in the
evaluation and conversion process and year 2000 compliance matters generally.
At this time, Flycast estimates the potential costs of revisions to its AdEx
Technology and the replacement of some third-party software and hardware to be
minimal. Although Flycast does not anticipate that these expenses will be
material, these expenses, if higher than anticipated, could have a material
adverse effect on Flycast's business, results of operations and financial
condition.

Risks. Flycast is not currently aware of any major year 2000 compliance
problems relating to AdEx Technology or its IT or non-IT systems that would
have a material adverse effect on Flycast's business, results of operations or
financial condition, without taking into account Flycast's efforts to avoid or
fix these problems. Flycast may discover additional year 2000 compliance
problems in its AdEx Technology that will require substantial revisions. In
addition, third-party software, hardware or services incorporated into
Flycast's material IT and non-IT systems may need to be revised or replaced,
all of which could be time consuming and expensive. If Flycast fails to fix its
AdEx Technology or to fix or replace third-party software, hardware or services
on a timely basis, the result could be lost revenues, increased operating
costs, the loss of customers and other business interruptions, any of which
could have a material adverse effect on Flycast's business, results of
operations and financial condition. Moreover, the failure to adequately address
year 2000 compliance issues in Flycast's AdEx Technology, and its IT and non-IT
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 is no assurance that governmental agencies, utility
companies, Internet access companies, third-party service providers and non-IT
systems providers outside Flycast's control will be year 2000 compliant. The
failure by these entities to be year 2000 compliant could result in a systemic
failure beyond Flycast's control, including a prolonged Internet,
telecommunications or electrical failure, which could also prevent Flycast from
delivering services to its customers, decrease the use of the Internet or
prevent users from accessing the Web sites in the Flycast Network, which could
have a material adverse effect on Flycast's business, results of operations and
financial condition.

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<PAGE>

Contingency Plan. As discussed above, Flycast is engaged in an ongoing year
2000 compliance assessment. The results of Flycast's year 2000 simulation
testing and the responses received from third-party vendors and service
providers is being taken into account in determining the nature and extent of
Flycast's contingency plans.

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<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On August 18, 1999, CMGI acquired an 81.495% equity stake in the former
AltaVista division of Digital Equipment Corporation, referred to as the
AltaVista business, from Compaq Computer Corporation and its wholly owned
subsidiary Digital Equipment Corporation. Consideration for the acquisition was
preliminarily valued at approximately $2.42 billion, including approximately $4
million of direct costs of the acquisition. The AltaVista business includes the
assets and liabilities constituting the AltaVista Internet search service,
referred to as AltaVista search, which was a division of Digital, and also
includes former Compaq/Digital wholly owned subsidiaries Zip2 Corporation and
Shopping.com. In consideration for the acquisition, CMGI issued 18,994,975
shares of its common stock valued at approximately $1.816 billion, 18,090.45
shares of its Series D preferred stock (which were converted into 1,809,045
shares of CMGI common stock on October 28, 1999) valued at approximately $173
million and promissory notes with an aggregate principal amount of $220
million. Additionally, stock options of the AltaVista business and CMGI stock
options issued in the transaction, preliminarily valued at approximately $203
million and $4 million, respectively, have been included in the purchase
consideration.

On September 29, 1999, CMGI entered into an agreement to acquire Flycast for
consideration preliminarily valued at $920 million, consisting of: CMGI common
stock valued at approximately $709 million, options to purchase CMGI common
stock valued at approximately $190 million and estimated direct acquisition
costs of $21 million. Since the acquisition has not yet been completed, the
actual consideration for the acquisition of Flycast can not yet be determined.
For the purpose of the following pro forma financial information, the number of
shares of CMGI common stock assumed to be issued in the acquisition of Flycast
is approximately 7.2 million. This amount is based on the number of shares of
Flycast common stock outstanding as of September 29, 1999, the date of the
CMGI-Flycast merger agreement. Similarly, the estimated value of the options to
purchase CMGI common stock to be issued in the acquisition of Flycast is based
on the outstanding options to purchase Flycast common stock as of September 29,
1999. The actual number of CMGI common shares and stock options to be issued
will be based on the actual outstanding Flycast common shares and stock options
as of the date of completion of the merger. The estimated acquisition related
costs consist primarily of investment banker, legal and accounting fees to be
incurred directly related to the acquisition of Flycast.

The following pro forma unaudited combined condensed financial statements
give effect to CMGI's acquisitions of the AltaVista business and Flycast, both
of which will be accounted for under the purchase method of accounting. The
unaudited pro forma condensed combined statement of operations for the fiscal
year ended July 31, 1999 gives effect to the acquisitions of the AltaVista
business and Flycast by CMGI as if each had occurred on August 1, 1998. The pro
forma statement of operations is based on historical results of operations of
CMGI for the fiscal year ended July 31, 1999, the historical results of
operations of Flycast for the twelve months ended June 30, 1999 and the
historical results of operations of the components of the AltaVista business as
follows: the carve-out historical results of AltaVista search and the
historical results of Zip2 Corporation for the twelve months ended June 30,
1999 and the historical results of Shopping.com for the twelve months ended
July 31, 1999. The unaudited pro forma condensed combined balance sheet as of
July 31, 1999 gives effect to the acquisitions of the AltaVista business and
Flycast as if these transactions had occurred on that date. The pro forma
balance sheet is based on the historical balance sheet of CMGI as of July 31,
1999 and the historical balance sheets of the AltaVista business and Flycast as
of June 30, 1999. More recent financial statements of Flycast, as of and for
the period ended September 30, 1999, are available on page S-1. The following
pro forma financial information, consisting of the pro forma statement of
operations and the pro forma balance sheet and the accompanying notes, should
be read in conjunction with and are qualified by the historical financial
statements and notes of CMGI, which are incorporated by reference in this pro
forma financial information.

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<PAGE>

The pro forma financial information is presented for illustrative purposes
only and is not necessarily indicative of the future financial position or
future results of operations of the consolidated company after the acquisitions
of the AltaVista business and Flycast, or of the financial position or results
of operations of the consolidated company that would have actually occurred had
the acquisitions of the AltaVista business and Flycast been effected as of the
dates described above.

Unaudited Pro Forma Condensed Combined Balance Sheet

July 31, 1999
(In thousands)

<TABLE>
<CAPTION>
Pro Forma Pro Forma
AltaVista Adjustments Adjustments Pro Forma
CMGI Business (A) Subtotal Flycast (A) As Adjusted
---------- --------- ----------- ---------- ------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Cash and cash
equivalents............ $ 468,912 $ 16,753 $ (16,753) $ 468,912 $50,099 $ -- $ 519,011
Available-for-sale
securities............. 1,532,327 -- -- 1,532,327 31,857 -- 1,564,184
Other current assets.... 56,095 32,383 -- 88,478 9,737 -- 98,215
---------- -------- ---------- ---------- ------- -------- ----------
Total current assets... 2,057,334 49,136 (16,753) 2,089,717 91,693 -- 2,181,410
Goodwill and other
intangible assets, net
of accumulated
amortization........... 149,703 733,906 1,790,898 2,674,507 -- 839,559 3,514,066
Other non-current
assets................. 197,557 64,935 -- 262,492 6,907 -- 269,399
---------- -------- ---------- ---------- ------- -------- ----------
Total assets........... $2,404,594 $847,977 $1,774,145 $5,026,716 $98,600 $839,559 $5,964,875
========== ======== ========== ========== ======= ======== ==========
Liabilities and
Stockholders' Equity
Deferred income taxes... $ 508,348 $ -- $ -- $ 508,348 $ -- $ -- $ 508,348
Other current
liabilities............ 167,981 55,462 4,000 227,443 14,030 21,000 262,473
---------- -------- ---------- ---------- ------- -------- ----------
Total current
liabilities........... 676,329 55,462 4,000 735,791 14,030 21,000 770,821
Non-current
liabilities............ 70,007 3,811 220,000 293,818 4,129 -- 297,947
Minority interest....... 184,514 -- 142,849 327,363 -- -- 327,363
Convertible, redeemable
preferred stock........ 411,283 -- 173,000 584,283 -- -- 584,283
Stockholders' equity.... 1,062,461 788,704 1,234,296 3,085,461 80,441 818,559 3,984,461
---------- -------- ---------- ---------- ------- -------- ----------
Total liabilities and
stockholders' equity.. $2,404,594 $847,977 $1,774,145 $5,026,716 $98,600 $839,559 $5,964,875
========== ======== ========== ========== ======= ======== ==========
</TABLE>

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<PAGE>

Unaudited Pro Forma Condensed Combined Statement of Operations
Twelve Months Ended July 31, 1999
(In thousands, except per share data)

<TABLE>
<CAPTION>
AltaVista Pro Forma Pro Forma Pro Forma
CMGI Business Adjustments Subtotal Flycast Adjustments as Adjusted
-------- --------- ----------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenues............ $175,666 $ 97,838 $ -- $ 273,504 $ 18,596 $ -- $ 292,100
Operating expenses:
Cost of revenues....... 168,909 64,155 -- 233,064 12,901 -- 245,965
Research and
development........... 22,478 27,105 -- 49,583 4,760 -- 54,343
In-process research and
development........... 6,061 -- -- 6,061 -- -- 6,061
Selling................ 45,667 79,210 -- 124,877 12,309 -- 137,186
General and
administrative........ 59,210 203,748 688,465 (B) 942,517 5,326 279,853 (C) 1,225,910
(8,906)(D) (1,786)(D)
-------- --------- --------- ---------- -------- --------- ----------
Total operating
expenses.............. 302,325 374,218 679,559 1,356,102 35,296 278,067 1,669,465
-------- --------- --------- ---------- -------- --------- ----------
Operating loss.......... (126,659) (276,380) (679,559) (1,082,598) (16,700) (278,067) (1,377,365)
Other income (expense):
Interest income
(expense), net........ 269 (7,555) (23,100)(E) (30,386) (39) -- (30,425)
Equity in losses of
affiliates............ (15,737) -- -- (15,737) -- -- (15,737)
Minority interest...... 2,331 -- 75,870 (F) 78,201 -- -- 78,201
Non-operating gains,
net................... 889,041 -- -- 889,041 -- -- 889,041
-------- --------- --------- ---------- -------- --------- ----------
875,904 (7,555) 52,770 921,119 (39) -- 921,080
-------- --------- --------- ---------- -------- --------- ----------
Income (loss) from
continuing operations
before income taxes.... 749,245 (283,935) (626,789) (161,479) (16,739) (278,067) (456,285)
Income tax expense
(benefit).............. 325,402 -- (292,309)(G) 33,093 2 (5,236)(G) 27,859
-------- --------- --------- ---------- -------- --------- ----------
Income (loss) from
continuing operations
....................... 423,843 (283,935) (334,480) (194,572) (16,741) (272,831) (484,144)
Preferred stock
accretion.............. (1,662) -- -- (1,662) (998) 998 (H) (1,662)
-------- --------- --------- ---------- -------- --------- ----------
Income (loss) from
continuing operations
available to common
stockholders........... $422,181 $(283,935) $(334,480) $ (196,234) $(17,739) $(271,833) $ (485,806)
======== ========= ========= ========== ======== ========= ==========
Basic earnings (loss)
from continuing
operations per share... $ 4.53 -- -- $ (1.73)(I) -- -- $ (4.02)(J)
======== ========== ==========
Diluted earnings (loss)
from continuing
operations per share... $ 4.10 -- -- $ (1.73)(I) -- -- $ (4.02)(J)
======== ========== ==========
Shares used in computing
earnings (loss) from
continuing operations
per share:
Basic.................. 93,266 -- -- 113,718 (I) -- -- 120,948 (J)
======== ========== ==========
Diluted................ 103,416 -- -- 113,718 (I) -- -- 120,948 (J)
======== ========== ==========
</TABLE>

78
<PAGE>

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

(1) Pro Forma Adjustments and Assumptions

(A) The pro forma financial information reflects CMGI's acquisition of
an 81.495% equity stake in the AltaVista business for consideration
preliminarily valued at approximately $2.42 billion on August 18, 1999,
including approximately $4.0 million in costs of acquisition (see
description of the components of the consideration above). The acquisition
costs consist primarily of investment banker, legal and accounting fees
incurred by CMGI directly related to the acquisition of the AltaVista
business.

The pro forma financial information also reflects the acquisition of
Flycast for consideration preliminarily valued at $920 million, consisting
of: CMGI common stock valued at approximately $709 million, options to
purchase CMGI common stock valued at approximately $190 million and
estimated direct acquisition costs of $21 million. Since the acquisition
has not yet been completed, the actual consideration for the acquisition of
Flycast can not yet be determined. For the purpose of the pro forma
financial information, the number of shares of CMGI common stock assumed
issued in the acquisition of Flycast is approximately 7.2 million. This
amount is based on the number of shares of Flycast common stock outstanding
as of September 29, 1999, the date of the CMGI-Flycast merger agreement.
Similarly, the estimated value of the options to purchase CMGI common stock
to be issued in the acquisition of Flycast is based on the outstanding
options to purchase Flycast common stock as of September 29, 1999. The
actual number of CMGI common shares and stock options to be issued will be
based on the actual outstanding Flycast common shares and stock options as
of the date of completion of the merger. The estimated acquisition costs
consist primarily of investment banker, legal and accounting fees to be
incurred which are directly related to the acquisition of Flycast.

The following represents the allocations of the purchase prices over
81.495% of the historical net book values of the acquired assets and
assumed liabilities of the AltaVista business and 100% of the historical
net book values of the acquired assets and assumed liabilities of Flycast
as of the date of the pro forma balance sheet, and is for illustrative
purposes only. The actual purchase price allocation will be based on fair
values of the acquired assets and assumed liabilities as of the actual
acquisition dates. Assuming the transactions occurred on July 31, 1999, the
allocation would have been as follows (in thousands):

<TABLE>
<CAPTION>
AltaVista
Business Flycast
---------- --------
<S> <C> <C>
Working capital (deficit), including cash acquired... $ (18,808) $ 77,663
Other non-current assets............................. 52,919 6,907
Non-current liabilities.............................. (3,106) (4,129)
Goodwill and other intangible assets................. 2,388,995 839,559
---------- --------
Purchase price....................................... $2,420,000 $920,000
========== ========
</TABLE>

The pro forma adjustment reconciles the historical balance sheets of the
AltaVista business and Flycast to the allocated purchase prices above and
include the accrual of approximately $4.0 million and $21.0 million of
estimated acquisition costs to be paid by CMGI related to the acquisitions
of the AltaVista business and Flycast, respectively.

The cash and cash equivalents of the AltaVista business as of August 18,
1999 were retained by Compaq at the date of acquisition and, accordingly,
the pro forma adjustment and the allocation of the purchase price as of
July 31, 1999 include the effect of this event.

(B) The pro forma adjustment includes $796.3 million in amortization of
goodwill and other intangible assets (per the allocation in (A) above) that
would have been recorded during the period covered by the pro forma
statement of operations related to the acquisition of the AltaVista
business. The adjustment amount has been reduced by $132.8 million, which
represents 81.495% of the amortization of

79
<PAGE>

Notes to the Unaudited Pro Forma Condensed Combined Financial Information--
Continued

goodwill and other intangible assets recorded in the historical financial
statements of the AltaVista business. The historical financial statements of
the AltaVista business represented in the pro forma statement of operations
include amortization of goodwill and other intangible assets totaling
$163.0 million. These amounts relate to Compaq's acquisition of Digital in
June 1998 and Compaq/Digital's acquisitions of Shopping.com and Zip2
Corporation in January 1999 and April 1999, respectively. The pro forma
adjustment also includes an increase in expense of $24.9 million, which
represents 18.505% of the incremental amount of goodwill and other
intangible assets amortization that would have been recorded in the
historical financial statements of the AltaVista business if
Compaq/Digital's acquisitions of Shopping.com and Zip2 Corporation had
occurred on August 1, 1998.

The pro forma adjustment is based on the assumption that the entire
amount identified as goodwill and other intangible assets in CMGI's
acquisition of the AltaVista business will be amortized on a straight-line
basis over a three-year period. CMGI has not yet completed the valuation of
the actual intangible assets acquired at August 18, 1999. When completed,
certain amounts identified as intangible assets may be amortized over
periods other than the three-year period represented in the pro forma
statement of operations. Additionally, a portion of the purchase price may
be identified as in-process research and development. This amount, if any,
will be charged to operating results in CMGI's fiscal year 2000 financial
statements when the acquisition accounting and valuation amounts are
finalized. The pro forma statement of operations does not give effect to
any potential in-process research and development charge related to the
acquisition of the AltaVista business.

(C) The pro forma adjustment represents amortization of goodwill and
other intangible assets (per the allocation in (A) above) that would have
been recorded during the period covered by the pro forma statement of
operations related to the acquisition of Flycast.

The pro forma adjustment is based on the assumption that the entire
amount identified as goodwill and other intangible assets in CMGI's
acquisition of Flycast will be amortized on a straight-line basis over a
three-year period. The valuation of the actual intangible assets will not
be completed until the acquisition of Flycast is complete. When completed,
certain amounts identified as intangible assets may be amortized over
periods other than the three-year period represented in the pro forma
statement of operations. Additionally, a portion of the purchase price may
be identified as in-process research and development. This amount, if any,
will be charged to operating results in CMGI's fiscal year 2000 financial
statements when the acquisition accounting and valuation amounts are
finalized. The pro forma statement of operations does not give effect to
any potential in-process research and development charge related to the
acquisition of Flycast.

(D) The pro forma adjustments relate to stock-based compensation charges
recorded in the historical financial statements of the AltaVista business
and Flycast. The value of the stock options to which these charges related
is included in the calculation of the purchase consideration. Accordingly,
on a pro forma basis, these expenses have been eliminated.

(E) The pro forma adjustment reflects the interest expense that would
have been recorded by CMGI related to the $220 million of aggregate
principal amounts of notes payable issued in the acquisition of the
AltaVista business. The notes bear interest at an annual rate of 10.5%.

(F) The pro forma adjustment reflects the 18.505% minority interest in
the results of operations of the AltaVista business assuming that CMGI's
acquisition of 81.495% of the AltaVista business occurred on August 1,
1998.

80
<PAGE>

Notes to the Unaudited Pro Forma Condensed Combined Financial
Information--Continued

(G) The pro forma adjustments reflect the income tax benefit that would
have been recorded by CMGI in its fiscal 1999 consolidated statement of
operations related to the AltaVista business' and Flycast's losses for the
comparable period and the income tax effect, if any, of the other pre-tax
pro forma adjustments. The pro forma adjustments assume that CMGI would
recognize a federal tax benefit for the amortization of goodwill and other
intangible assets related to the acquisition of the AltaVista business, but
would not recognize a federal tax benefit for the amortization of goodwill
and other intangible assets related to the acquisition of Flycast. The pro
forma adjustments also assume that CMGI would record a valuation allowance
for all state tax benefits associated with the AltaVista business and
Flycast. Actual effective tax rates may differ from pro forma rates
reflected in this pro forma financial information.

(H) The pro forma adjustment reflects the elimination of preferred stock
accretion recorded in Flycast's historical financial statements. Assuming
the acquisition of Flycast occurred on August 1, 1998, the preferred stock,
to which this accretion relates, would not have been outstanding during the
period covered by the pro forma statement of operations.

(I) Since the pro forma statement of operations results in a loss from
continuing operations, the pro forma basic and diluted loss from continuing
operations per common share are computed by dividing the loss from
continuing operations available to common stockholders by the weighted
average number of common shares outstanding. The calculation of the pro
forma weighted average number of common shares outstanding assumes that the
18,994,975 shares of CMGI's common stock issued in the acquisition of the
AltaVista business were outstanding for the entire period. The calculation
of the pro forma weighted average number of common shares outstanding also
assumes that the 18,090.45 shares of CMGI's Series D preferred stock were
converted into 1,809,045 shares of CMGI common stock on October 11, 1998
(the 71st day after the assumed acquisition date of August 1, 1998) and
that such common shares were outstanding for the entire period thereafter.
The Series D preferred shares were converted into common stock on October
28, 1999 (the 71st day after the actual acquisition date of August 18,
1999).

(J) Since the pro forma statement of operations results in a loss from
continuing operations, the pro forma basic and diluted loss from continuing
operations per common share are computed by dividing the loss from
continuing operations available to common stockholders by the weighted
average number of common shares outstanding. The calculation of the
weighted average number of common shares outstanding assumes that the
18,994,975 shares of CMGI's common stock issued in the acquisition of the
AltaVista business and the 7.2 million shares of CMGI's common stock
estimated to be issued in the acquisition of Flycast were outstanding for
the entire period. The calculation of the weighted average number of common
shares outstanding also assumes that the 18,090.45 shares of CMGI's Series
D preferred stock were converted into 1,809,045 shares of CMGI common stock
on October 11, 1998 (the 71st day after the assumed acquisition date of
August 1, 1998) and that such common shares were outstanding for the entire
period thereafter. The Series D preferred shares were converted into common
stock on October 28, 1999 (the 71st day after the actual acquisition date
of August 18, 1999).

81
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS
AND MANAGEMENT OF CMGI

The following table sets forth information as to the number of shares of
CMGI common stock beneficially owned as of September 30, 1999, and certain pro
forma ownership information, assuming that the merger had been consummated as
of September 30, 1999, as to the number of shares of CMGI common stock that
will be beneficially owned, by:

. each person that beneficially owns more than 5% of the outstanding shares of
CMGI common stock,

. each director of CMGI,

. the chief executive officer and the four other most highly compensated
executive officers of CMGI; and

. CMGI executive officers and directors, as a group.

Except as indicated by the notes to the following table, the holders listed
below will have sole voting power and investment power over the shares
beneficially held by them.

<TABLE>
<CAPTION>
Amount and Nature of
Amount and Nature of Beneficial Ownership
Beneficial Ownership(1) After the Merger(1)
--------------------------- ---------------------
Name and Address of Number of Percent of Number of Percent of
Beneficial Owner Shares Class(2) Shares Class(3)
- ------------------- -------------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
5% Stockholders
Compaq Computer
Corporation(4).............. 20,804,020 17.6% 20,804,020 16.8%
FMR Corp.(5)................. 9,594,100 8.2% 9,594,100 7.8%

Directors
David S. Wetherell(6)........ 17,776,828 15.1% 17,776,828 14.2%
William H. Berkman........... -- -- -- --
Craig D. Goldman(7).......... 195,200 * 195,200 *
Avram Miller(8).............. -- -- -- --
Robert J. Ranalli(9)......... 5,200 * 5,200 *
William D. Strecker.......... -- -- -- --

Other Named Executive
Officers
Andrew J. Hajducky III(10)... 146,249 * 146,249 *
Hans Hawrysz(11)............. 27,800 * 27,800 *
Richard F. Torre(12)......... 57,544 * 57,544 *
Paul L. Schaut(13)........... 14,296 * 14,296 *
All executive officers and
directors, as a group
(14 persons)(14)............ 18,466,714 15.6% 18,466,714 14.7%
</TABLE>
- --------
* Less than 1% of CMGI's outstanding common stock.
(1) The number of shares beneficially owned by each director, executive
officer and stockholder is determined under rules promulgated by the
Securities and Exchange Commission, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such
rules, beneficial ownership includes any presently exercisable options,
which are any shares as to which the individual has sole or shared voting
power or investment power and also any shares which the individual has the
right to acquire within 60 days after September 30, 1999 through the
exercise of any stock option or other right. The inclusion herein of such
shares, however, does not constitute an admission that the named
stockholder is a direct or indirect beneficial owner of such shares.
Unless otherwise indicated, each person or entity named in the table has
sole voting power and investment power (or shares such power with his or
her spouse) with respect to all shares of capital stock listed as owned by
such person or entity.
(2) Number of shares deemed outstanding includes 116,505,138 shares of common
stock as of September 30, 1999, plus any shares subject to presently
exercisable options held by the person in question.

82
<PAGE>

(3) Number of shares deemed outstanding includes 116,505,138 shares of common
stock as of September 30, 1999 and 7,185,187 shares of CMGI common stock
to be issued in the merger (based on the number of shares of Flycast
common stock outstanding on such date), plus any shares subject to
presently exercisable options held by the person in question.
(4) Consists of shares held of record by Digital Equipment Corporation, a
wholly owned subsidiary of Compaq Computer Corporation, as of October 28,
1999. Compaq and Digital share investment and voting control regarding
these shares. The address of Compaq Computer Corporation is 20555 State
Highway 249, Houston, TX 77070-2698.
(5) Based on the information provided in Amendment No. 7 to the Schedule 13G
filed by FMR Corp. with the Securities and Exchange Commission on May 10,
1999. FMR Corp. has sole dispositive power with respect to such shares,
and sole voting power with respect to 5,001,060 of such shares. The
address of FMR Corp. is 82 Devonshire Street, Boston, MA 02109.
(6) Includes 1,345,888 shares which may be acquired by Mr. Wetherell pursuant
to presently exercisable options. Also includes (i) 8,466,336 shares held
by a limited liability company of which Mr. Wetherell owns a membership
interest and which is managed by a limited liability company of which Mr.
Wetherell is a manager and (ii) 23,372 shares held by Mr. Wetherell and
his wife as trustees for the David S. Wetherell Charitable Trust, for a
total of 8,489,708 shares with respect to which Mr. Wetherell disclaims
beneficial ownership. Mr. Wetherell's address is c/o CMGI, Inc., 100
Brickstone Square, Andover, MA 01810.
(7) Includes 75,200 shares which may be acquired by Mr. Goldman pursuant to
presently exercisable options. Mr. Goldman is also deemed the beneficial
owner of (i) 10,000 shares of the common stock, $0.01 par value per share,
of SalesLink Corporation, a subsidiary of CMGI, (ii) 10,000 shares of the
common stock, $0.01 par value per share, of NaviSite, Inc., a subsidiary
of CMGI, and (iii) 41,666 shares of the common stock, $0.01 par value per
share, of Engage Technologies, Inc., a subsidiary of CMGI, all of which
shares may be acquired by Mr. Goldman pursuant to presently exercisable
options. These shares represent less than 1% of the voting power of the
outstanding capital stock of SalesLink, NaviSite and Engage, respectively.
(8) Mr. Miller is deemed the beneficial owner of 5,208 shares of common stock,
$0.01 par value per share, of AltaVista Company, a subsidiary of CMGI,
which shares may be acquired by Mr. Miller pursuant to presently
exercisable options. These shares represent less than one percent of the
voting power of the outstanding capital stock of AltaVista Company.
(9) Consists of 5,200 shares which may be acquired by Mr. Ranalli pursuant to
presently exercisable options. Mr. Ranalli is also deemed the beneficial
owner of (i) 5,000 shares of the common stock, $0.01 par value per share,
of MyWay.com (formerly Planet Direct Corporation), a subsidiary of CMGI,
and (ii) 5,208 shares of common stock, $0.01 par value per share, of
AltaVista Company, all of which shares may be acquired by Mr. Ranalli
pursuant to presently exercisable options. These shares represent less
than 1% of the voting power of the outstanding capital stock of MyWay.com
and AltaVista Company, respectively.
(10) Includes 125,497 shares which may be acquired by Mr. Hajducky pursuant to
presently exercisable options.
(11) Includes 11,800 shares which may be acquired by Mr. Hawrysz pursuant to
presently exercisable options. Mr. Hawrysz also owns 250,000 shares of the
common stock, $0.01 par value per share, of MyWay.com. These shares
represent approximately 3% of the voting power of the outstanding capital
stock of MyWay.com.
(12) Includes 36,669 shares which may be acquired by Mr. Torre pursuant to
presently exercisable options and 250 shares held in trust for the benefit
of Mr. Torre's minor children. Mr. Torre is also deemed the beneficial
owner of 261,250 shares of the common stock, $0.01 par value per share, of
SalesLink, which shares may be acquired by Mr. Torre pursuant to presently
exercisable options. These shares represent approximately 3% of the voting
power of the outstanding capital stock of SalesLink.
(13) Includes 13,582 shares which may be acquired by Mr. Schaut pursuant to
presently exercisable options. Mr. Schaut is also deemed the beneficial
owner of 302,483 shares of the common stock, $0.01 par value per share, of
Engage, including 49,999 shares of common stock of Engage which shares may
be acquired by Mr. Schaut pursuant to presently exercisable options. These
shares represent less than 1% of the voting power of the outstanding
capital stock of Engage.
(14) Includes 1,856,905 shares which may be acquired pursuant to presently
exercisable options.

83
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS
AND MANAGEMENT OF FLYCAST

The following table sets forth information concerning the beneficial
ownership of common stock of Flycast for the following:

. each person or entity who is known by Flycast to own beneficially more than
5% of the outstanding shares of Flycast's common stock;

. each of Flycast's current directors; and

. all directors and executive officers of Flycast as a group.

The pre-merger percentage ownership is based on 15,165,021 of Flycast common
stock outstanding as of September 30, 1999. All shares subject to options and
warrants exercisable within 60 days after September 30, 1999 are deemed to be
beneficially owned by the person or entity holding that option or warrant and
to be outstanding solely for calculating that person's or entity's percentage
ownership. Except as indicated by the notes to the following table, the holders
listed below will have sole voting power and investment power over the shares
beneficially held by them.

Except as otherwise noted, the address of each person listed in the table is
c/o Flycast Communications Corporation, 181 Fremont Street, San Francisco,
California 94105. 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, subject to community property laws where
applicable.

<TABLE>
<CAPTION>
Pre-Merger Amount and Nature
of Beneficial Ownership
---------------------------------
Name and Address of Beneficial Owner Number of Shares Percent of Class
- ------------------------------------ ---------------- ----------------
<S> <C> <C>
5% Stockholders
Entities affiliated with Charles River
Partnership(1)
1000 Winter Street, Suite 3300
Waltham, MA 02154........................... 2,093,837 13.81%
Entities affiliated with St. Paul Venture
Capital(2)
8500 Normandale Lake Blvd., Suite 1940
Bloomington, MN 55437....................... 1,256,302 8.28%
Richard L. Thompson(3)....................... 1,030,000 6.87%
Directors and Officers
David J. Cowan
Entities affiliated with Bessemer Venture
Partners(4)
1400 Old Country Rd., Suite 407
Westbury, NY 11590.......................... 2,130,968 14.05%
George R. Garrick(5)......................... 900,833 5.94%
Gary L. Prophitt(6).......................... 442,477 2.92%
Lyn Chitow Oakes(7).......................... 131,825 *
Thomas L. Marcus(8).......................... 26,666 *
Jeff Lehman(9)............................... 36,459 *
Michael D. Solomon........................... 140,000 *
Peter T. Nicas(10)........................... 132,604 *
Ralph Harms(11).............................. 28,646 *
Howard C. Draft(12).......................... 25,531 *
All current directors and officers as a group
(10 persons)(13)............................ 3,996,009 26.4%
</TABLE>

84
<PAGE>

- --------
* Less than 1% of Flycast's outstanding common stock.
(1) Represents 2,055,928 shares of outstanding common stock held by Charles
River Partnership VIII, A Limited Partnership; and 37,909 shares of
outstanding common stock held by Charles River VIII-A, LLC.
(2) Represents 34,548 shares of outstanding common stock held by St. Paul
Venture Capital Affiliates Fund I, LLC and 1,221,754 shares of outstanding
common stock held by St. Paul Venture Capital IV, LLC.
(3) Represents 80,000 shares of outstanding common stock held by Richard L.
Thompson (in the name of his individual retirement account); and 950,000
shares of outstanding common stock held by Mr. Thompson. Includes 9,524
shares of common stock issuable within 60 days of September 30, 1999 upon
the exercise of an incentive stock option and 2,976 shares of common stock
issuable upon the exercise of nonqualified stock options within 60 days of
September 30, 1999.
(4) Represents:
. 761,855 shares of outstanding common stock held by Bessec Ventures IV,
L.P.;
. 209,762 shares of outstanding common stock held by Bessemer Venture
Investors, L.P.;
. 761,852 shares of outstanding common stock held by Bessemer Venture
Partners IV, L.P.;
. 71,884 shares of outstanding common stock held by BVP IV Special
Situations, L.P.; and
. 325,615 shares of outstanding common stock held by various other
individuals or entities, including 19,099 shares of outstanding common
stock held by David J. Cowan, that are either managers or former
members of Deer IV & Co. LLC or employees of Deer II & Co. LLC or
individuals or entities associated with Bessemer Securities
Corporation.
Mr. Cowan, a director of Flycast and a manager of Deer IV & Co., LLC,
which is the general partner of each of these partnerships, shares voting
and dispositive power with respect to the shares held by each this entity,
and disclaims beneficial ownership of those shares in which he has no
pecuniary interest.
(5) Includes 320,000 shares of common stock issuable within 60 days of
September 30, 1999 upon the exercise of an incentive stock option, and
410,833 shares of common stock issuable upon the exercise of nonqualified
stock options within 60 days of September 30, 1999.
(6) Represents 442,477 shares of common stock held by Intelligent Media
Ventures, Inc., an entity of which Mr. Prophitt is an executive officer.
Mr. Prophitt disclaims beneficial ownership of these shares except to the
extent he has pecuniary interest in these shares.
(7) Includes 5,555 shares of common stock issuable within 60 days of September
30, 1999 upon the exercise of an incentive stock option and 1,270 shares of
common stock issuable upon the exercise of nonqualified stock options
within 60 days of September 30, 1999.
(8) Includes 5,555 shares of common stock issuable within 60 days of September
30, 1999 upon the exercise of an incentive stock option and 21,111 shares
of common stock issuable upon the exercise of nonqualified stock options
within 60 days of September 30, 1999.
(9) Includes 9,524 shares of common stock issuable within 60 days of September
30, 1999 upon the exercise of an incentive stock option and 26,935 shares
of common stock issuable upon the exercise of nonqualified stock options
within 60 days of September 30, 1999.
(10) Includes 57,359 shares of common stock issuable within 60 days of
September 30, 1999 upon the exercise of an incentive stock option and
5,245 shares of common stock issuable upon the exercise of nonqualified
stock options within 60 days of September 30, 1999.
(11) Includes 10,784 shares of common stock issuable within 60 days of
September 30, 1999 upon the exercise of an incentive stock option and
17,862 shares of common stock issuable upon the exercise of nonqualified
stock options within 60 days of September 30, 1999.
(12) Represents 5,531 shares of common stock held in the name of DF LLC, an
Illinois limited liability company in which Mr. Draft is a managing
partner and 20,000 shares of common stock previously exercised through an
nonqualified stock option, all of which have vested.
(13) Represents shares listed as to all current directors and executive
officers, notwithstanding the fact that some directors or executive
officers may disclaim beneficial ownership of these shares, and includes
1,155,178 shares of common stock issuable within 60 days of September 30,
1999 upon the exercise of outstanding options.

85
<PAGE>

COMPARISON OF STOCKHOLDER RIGHTS

Both CMGI and Flycast are corporations organized under the laws of Delaware
and are therefore subject to the Delaware corporation statute. However, there
are differences in the charters and by-laws of CMGI and Flycast. The following
is a brief summary of certain differences between the rights of Flycast
stockholders and the rights of CMGI stockholders, and is qualified in its
entirety by reference to the relevant provisions of the charter and by-laws of
CMGI and Flycast. See "Where You Can Find More Information" on page 91.
Following the effective time of the merger, the rights of former Flycast
stockholders will be governed by the charter and by-laws of CMGI.

Capitalization

CMGI. CMGI is authorized to issue 400,000,000 shares of common stock and
5,000,000 shares of preferred stock, of which 250 shares are designated Series
A convertible preferred stock, 50,000 shares are designated Series B preferred
stock and 375,000 shares have been designated as Series C preferred stock. The
CMGI board of directors has the authority, without stockholder approval, to
issue shares of authorized preferred stock from time to time in one or more
series and to fix the rights and preferences, including voting rights, of each
series of preferred stock, which rights and preferences may be superior to
that of CMGI common stock. On November 1, 1999, CMGI had issued and
outstanding:

. 118,314,183 shares of common stock;

. no shares of Series A preferred stock;

. 35,000 shares of Series B preferred stock (convertible into an aggregate of
1,384,538 shares of common stock); and

. 375,000 shares of Series C preferred stock (convertible into an aggregate
of 4,722,215 shares of common stock).

The maximum number of shares of CMGI common stock into which shares of
Series B preferred stock may be converted is 4,166,668, subject to adjustment.

Flycast. Flycast is authorized to issue 100,000,000 shares of common stock
and 2,000,000 shares of preferred stock. Flycast's board of directors has the
authority, without stockholder approval, to determine or alter the rights,
preferences, privileges and restrictions on any unissued shares of preferred
stock. On November 12, 1999, Flycast had issued and outstanding:

. 15,131,668 shares of common stock; and

. no shares of preferred stock

Voting Rights

CMGI. Each holder of CMGI common stock is entitled one vote for each share.
Holders of each of Series B preferred stock and Series C preferred stock have
no voting power except as otherwise provided by the Delaware corporation
statute and the charter. On such matters where the holders of each of Series B
preferred stock and Series C preferred stock have a right to vote with the
holders of CMGI common stock, they are entitled to vote their shares on an as
converted basis.

CMGI's charter also gives the holders of each of Series B preferred stock
and Series C preferred stock the right to vote on enumerated actions that if
taken by CMGI would impair their rights, preferences and privileges.
Accordingly, CMGI must first obtain the affirmative vote or written consent of
the holders of a majority of the outstanding shares of such series of
preferred stock being adversely affected, before taking actions such as:

. changing the rights, preferences or privileges of such series of preferred
stock or any other capital stock of CMGI;

86
<PAGE>

. increasing the number of authorized shares of such series of preferred
stock;

. authorizing or issuing any new class or series of securities senior or
equal to such series of preferred stock; and

. increasing the par value of the CMGI common stock.

Flycast. Each holder of Flycast common stock is entitled to one vote for
each share and may not cumulate votes for the election of directors.

Number and Classification of Directors

CMGI. CMGI's by-laws provide that its board of directors will consist of at
least three, but not more than 15, persons, and will designate the authorized
number of directors. CMGI's charter and by-laws provide for a classified board
of directors with three classes, each elected for a three year term,
consisting of as nearly an equal number of directors as possible. The
elections are staggered to provide for the election of a different class at
each annual meeting of the CMGI stockholders.

Flycast. Flycast's bylaws provide that its board of directors will consist
of at least one person, unless changed by the board of directors. Currently,
there are five directors. The board of directors is elected at Flycast's
annual meeting and holds office until the next annual meeting.

Removal of Directors

CMGI. Subject to the rights of holders of any class or series of CMGI
capital stock having a preference over the CMGI common stock, CMGI's charter
and by-laws provide that the CMGI stockholders may remove directors from
office at any annual or special meeting of the stockholders by the affirmative
vote of at least 75% of the outstanding shares of capital stock of CMGI
entitled to vote in an election of directors.

Flycast. Flycast's charter and bylaws provide that the Flycast stockholders
may remove directors from office at any time with cause by the affirmative
vote of the holders of at least a majority of the outstanding shares of
capital stock of Flycast, voting together as a single class. Flycast
stockholders may also remove directors without cause by the affirmative vote
of the holders of at least 66 2/3% of the voting power of the outstanding
shares of capital stock of Flycast.

Filling Vacancies on the Board of Directors

CMGI. CMGI's charter and by-laws provide that its board of directors may
fill a vacancy on the board, including a vacancy resulting from an increase in
the size of the board, by an affirmative vote of the majority of the directors
then in office, although less than a quorum, or by a sole remaining director,
except as may be required by law. A director so elected will hold office until
the next election of such director's class and until a successor is elected
and qualified. A decrease in the number of authorized directors will not
shorten an incumbent director's term.

Flycast. Flycast's bylaws provide that its board of directors may fill a
vacancy on the board, including a vacancy resulting from any increase in the
authorized number of directors, by an affirmative vote of the majority of the
directors then in office, although less than a quorum, or by a sole remaining
director.

87
<PAGE>

Charter Amendments

CMGI. CMGI's charter provides that the affirmative vote of at least 75% of
the shares of CMGI capital stock outstanding and entitled to vote is required
to amend, repeal or adopt a provision inconsistent with the following
provisions of the charter:

. stockholder action and special . restrictions on repurchases by
meetings of stockholders; CMGI of shares of its capital
stock from a holder who
. the board's authority and powers, beneficially owns more than 5% of
including the authority to amend the outstanding shares of CMGI
the by-laws and provide for the capital stock entitled to vote in
issuance of preferred stock the election of directors;
without stockholder approval;
. the requirement for a higher vote
. number, election and terms of of stockholders for business
directors; combination proposals; and

. personal liability of directors; . CMGI's reservation of its right
to amend, alter, change or repeal
. indemnification of directors and any other provision of the
officers; charter in the manner prescribed
by Delaware corporate statute.
. factors the board may consider in
determining tender offers or
offers relating to business
combinations or sale of assets;

In addition, any amendment to the charter that would adversely affect the
rights and preferences of each of Series B preferred stock and Series C
preferred stock must be approved by a majority of the outstanding shares of the
holders of the series being so affected.

Flycast. Flycast's charter provides that the affirmative vote of at least 66
2/3% of the shares of Flycast capital stock outstanding and entitled to vote is
required to amend, repeal or adopt a provision inconsistent with the purpose or
intent of the following provisions of the charter:

. the board's authority and powers, . the manner of notice for new
including the authority to adopt, business and stockholder
alter, amend or repeal Flycast's nominations for directors;
bylaws;
. the indemnification of directors
. the number of directors; of the corporation; and

. the election of directors; . the status of the corporation as
a Listed Corporation within the
. the meeting of stockholders; meaning of Section 301.5 of the
California Corporations Code
. the availability of stockholder permitting.
action by written consent;

Amendments to By-Laws

CMGI. CMGI's charter and by-laws provide that its board of directors may
amend the by-laws by a majority vote of the authorized number of directors. In
addition, CMGI's charter and by-laws provide that the CMGI stockholders may
amend the by-laws by an affirmative vote of 75% of the shares of CMGI capital
stock outstanding and entitled to vote in an election of directors, voting
together as a single class.

Flycast. Flycast's charter and bylaws provide that the board of directors
may amend the bylaws. In addition, Flycast's charter and bylaws provide that
the Flycast stockholders may amend the bylaws by an affirmative vote of 75% of
the shares of Flycast capital stock outstanding and entitled to vote in an
election of directors, voting together as a single class.

Notice of Stockholder Actions

CMGI. CMGI's by-laws provide that in order to nominate directors or bring
business before an annual meeting, stockholders must provide written notice to
the secretary of CMGI at least 120 days before the annual

88
<PAGE>

meeting date that was stated in connection with the previous year's annual
meeting. However, if CMGI did not hold an annual meeting in the previous year
or has changed the annual meeting date by more than 30 days, then a stockholder
must provide notice at least 30 calendar days before the date on which the
notice of the annual meeting date is first mailed to stockholders.

Flycast. Flycast's bylaws provide that in order for a stockholder to
nominate directors or bring business before an annual meeting, the
stockholder's notice must be mailed to and received at Flycast's offices not
less than 60 nor more than 90 days prior to the first anniversary of the
preceding year's annual meeting. However, if the date of the meeting is changed
by more than 30 days from the anniversary of the preceding year's annual
meeting, the stockholder's notice must be received not later than the close of
business on the tenth day following the earlier of the day on which the notice
of the date of the meeting was mailed or public disclosure about the date of
the meeting was made.

Right to Call Special Meeting of Stockholders

CMGI. CMGI's by-laws restrict the persons who may call a special meeting of
CMGI stockholders to the chairman of the board, the board of directors if
pursuant to a resolution approved by a majority of the total authorized number
of directors, or the CMGI stockholders if pursuant to a written request of the
holders of 20% of the shares outstanding and entitled to vote at an election of
directors. The business to be conducted at any special meeting of CMGI
stockholders is limited to the business brought before the meeting by such
persons.

Flycast. Flycast's bylaws restrict the persons who may call a special
meeting of Flycast stockholders to the board of directors, the chairman of the
board, the president and Flycast stockholders holding not less than 50% of the
shares entitled to vote at the meeting. The business to be conducted at any
special meeting of Flycast stockholders is limited to the business brought
before the meeting by such persons.

Dividends and Distributions

CMGI. CMGI's charter provides that its board of directors, at its
discretion, may declare and pay dividends out of funds legally available for
dividends to the holders of CMGI common stock and Series C preferred stock.
Series B preferred stock does not bear any dividends. Series C preferred stock
ranks senior to CMGI common stock as to payment of dividends.

Holders of Series C preferred stock are entitled to receive cumulative
dividends equal to the annual dividend amount of 2% of its stated value
($1,000), payable semiannually, either in cash or, at CMGI's option, by an
upward adjustment to the stated value per share. In addition, in most
circumstances, restrictions apply on distributions made to a series or class of
CMGI securities junior in rank to each of Series B preferred stock and Series C
preferred stock. Accordingly, CMGI must obtain the written consent of the
holders of the majority of the outstanding shares of each of Series B preferred
stock and Series C preferred stock, each voting as a class, prior to making
such a junior security distribution.

Flycast. The Flycast bylaws provide that the board of directors may declare
and pay dividends upon its shares, subject to any restrictions in the DGCL. The
DGCL provides that the Flycast board of directors, at its discretion, may
declare and pay dividends out of funds legally available to the holders of
Flycast common stock.

Redemption

CMGI. CMGI common stock is not subject to redemption.

CMGI must redeem shares of Series B preferred stock upon the occurrence of
circumstances specified in the charter, including CMGI's assignment of all or
substantially all its property or business for the benefit of its creditors and
the institution of bankruptcy, insolvency, reorganization or liquidation
proceedings by or against

89
<PAGE>

CMGI. In addition, holders of Series B preferred stock have the right to cause
CMGI to redeem their shares under specified circumstances, including CMGI's
failure either to issue shares of its common stock upon the conversion by
holders of shares of Series B preferred stock or to maintain the listing of its
common stock on the Nasdaq National Market. The redemption price per share is
the greater of a specified percentage of the stated value ($1,000) of Series B
preferred stock plus an amount equal to 4% per annum of the stated value and
the market price of CMGI common stock during the period specified in CMGI's
charter.

In addition, at any time after December 21, 1999, CMGI has the option to
redeem shares of Series B preferred stock in the event that the closing price
of CMGI common stock is less than $18.25 for a period of ten consecutive
trading days. In such an event, the redemption price per share is 115% of the
stated value plus an amount equal to 4% per annum of the stated value.

Holders of shares of Series C preferred stock have the right to cause CMGI
to redeem their shares upon the occurrence of events specified in the charter,
including CMGI's failure to issue shares of common stock upon conversion by
holders of shares of Series C preferred stock. The redemption price will be an
amount per share equal to the liquidation preference on the date of notice to
CMGI from the holder of Series C preferred stock demanding redemption.

Flycast. Flycast common stock is not subject to redemption.

Liquidation

CMGI. In the event of any liquidation or dissolution of CMGI, holders of
CMGI capital stock are entitled to liquidation distributions. Series B
preferred stock ranks senior to Series C preferred stock which ranks senior to
CMGI common stock as to liquidation distributions.

Holders of Series B preferred stock are entitled to an amount per share
equal to the sum of the stated value plus an amount equal to 4% per annum of
the stated value for the period beginning on the issue date and ending on the
date of final distribution to the holder (prorated for any portion of such
period). CMGI's charter specifies corporate events, including a consolidation
or merger where CMGI is not the surviving corporation, that holders of Series B
preferred stock may elect to treat as a liquidation event and receive a
liquidation distribution equal to 118% of the stated value plus an amount equal
to 4% per annum of the stated value. Alternatively, holders of Series B
preferred stock may elect to have the conversion price for each share of Series
B preferred stock be adjusted accordingly. An affirmative vote of the holders
of a majority of the outstanding shares of Series B preferred stock is required
for either election.

Holders of Series C preferred stock are entitled to receive an amount per
share equal to the sum of the stated value, as adjusted, plus accrued but
unpaid dividends. CMGI's charter specifies corporate events, including a
consolidation or merger in which the CMGI stockholders do not own at least 50%
of the voting power of the acquiring company, that holders of Series C
preferred stock may elect either to treat as a liquidation event and receive a
liquidation distributions or to have the conversion price for each share of
Series C preferred stock be adjusted accordingly. An affirmative vote of the
holders of at least two-thirds of the outstanding shares of Series C preferred
stock is required for either election.

Flycast. Flycast's charter does not provide liquidation rights for any class
of Flycast capital stock.

90
<PAGE>

STOCKHOLDER PROPOSALS

Although it is expected that the closing of the merger with CMGI will occur
promptly after the stockholder's special meeting, in the event the closing of
the merger is delayed and Flycast is required to hold an annual meeting in
2000, it is expected that such annual meeting will be held on or about June 6,
2000. In such event, stockholder proposals for inclusion in the proxy material
for Flycast's 2000 annual meeting of stockholders should be submitted to the
secretary of Flycast in writing and received at the executive offices of
Flycast by March 31, 2000. Such proposals must also have met the other
requirements of the rules of the Securities and Exchange Commission relating to
stockholder proposals and must have satisfied the notice procedures for
stockholder proposals set forth in the Flycast by-laws.

The Flycast bylaws require that for business to be properly brought before a
meeting called by a stockholder, the stockholder must have given timely written
notice thereof, specifying the time of such meeting and the general nature of
the business proposed to be transacted, and shall be delivered personally or
sent by registered mail to the to the chairman of the board, the president, any
vice president, or the secretary of Flycast.

LEGAL MATTERS

The validity of the shares of CMGI common stock to be issued in connection
with the merger will be passed upon for CMGI by Hale and Dorr LLP.

EXPERTS

The consolidated financial statements and schedule of CMGI as of July 31,
1999 and 1998, and for each of the years in the three-year period ended July
31, 1999, have been incorporated by reference herein and elsewhere in this
proxy statement/prospectus in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon
authority of said firm as experts in accounting and auditing.

The financial statements of AltaVista Company for each of the years in the
three-year period ended December 31, 1998, the financial statements of Zip2 for
each of the years in the three-year period ended December 31, 1998, and the
financial statements of Shopping.com for each of the years in the two-year
period ended January 31, 1999, have been incorporated by reference herein in
reliance upon the reports of PricewaterhouseCoopers LLP, independent
accountants, given the authority of said firm as experts in auditing and
accounting. The financial statements of Shopping.com as of the year ended
January 31, 1997, have been incorporated by reference herein in reliance upon
the report of Singer Lewak Greenbaum & Goldstein LLP, independent certified
public accountants, upon the authority of said firm as experts in accounting
and auditing.

The consolidated financial statements of Flycast as of December 31, 1997 and
1998 and for each of the three years in the period ended December 31, 1998,
included in this proxy statement/prospectus and the related financial statement
schedule included elsewhere in the registration statement have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports
appearing herein and have been so included in reliance on the reports of such
firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

CMGI and Flycast each files annual, quarterly and special reports, proxy
statement/prospectus and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other information
that CMGI or Flycast files at the Securities Exchange Commission's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the Securities Exchange

91
<PAGE>

Commission at 1-800-SEC-0330 for further information on the public reference
rooms. Securities and Exchange Commission filings are also available to the
public from commercial document retrieval services and at the web site
maintained by the Securities and Exchange Commission at http://www.sec.gov.

CMGI filed with the Securities and Exchange Commission a registration
statement on Form S-4 under the Securities Act of 1933 to register with the
Securities and Exchange Commission the CMGI common stock issuable pursuant to
the merger agreement. This proxy statement/prospectus does not contain all the
information you can find in the registration statement or the exhibits and
schedules to the registration statement. For further information with respect
to CMGI, Flycast and the CMGI common stock, please refer to the registration
statement, including the exhibits and schedules. You may inspect and copy the
registration statement, including the exhibits and schedules, as described
above. Statements contained in this proxy statement/prospectus about the
contents of any contract or other document are not necessarily complete, and
CMGI refers you, in each case, to the copy of such contract or other document
filed as an exhibit to the registration statement.

The Securities and Exchange Commission allows us to "incorporate by
reference" information into this proxy statement/prospectus, which means that
CMGI can disclose important information to you by referring you to another
document filed separately with the Securities and Exchange Commission. The
information incorporated by reference is deemed to be part of this proxy
statement/prospectus, except for any information superseded by information in
this proxy statement/prospectus. This proxy statement/prospectus incorporates
by reference the documents set forth below that CMGI has previously filed with
the Securities and Exchange Commission. These documents contain important
information about CMGI and its finances that you should read.

<TABLE>
<CAPTION>
CMGI Securities and Exchange
Commission Filings (File No. 000-23262) Period
--------------------------------------- ------
<C> <S>
Annual Report on Form 10-K.................. Fiscal year ended July 31, 1999

Current Reports on Form 8-K................. Filed on August 12, 1999,
September 2, 1999, September 3,
1999, September 27, 1999 and
October 1, 1999

Current Reports on Form 8-K/A............... Filed on November 1, 1999
(amending the Current Report on
Form 8-K filed on September 2,
1999) and filed on November 17,
1999 (further amending the
Current Report on Form 8-K filed
on September 2, 1999)

Definitive Proxy Statement on Schedule 14A.. Annual Meeting of Stockholders to
be held on December 17, 1999

Registration Statement on Form 8-A.......... Filed on January 11, 1994
</TABLE>

CMGI is also incorporating by reference additional documents that CMGI may
file with the Securities and Exchange Commission between the date of this proxy
statement/prospectus and the date of the special meeting of Flycast
stockholders.

CMGI has supplied all information contained or incorporated by reference in
this proxy statement/prospectus relating to CMGI, and Flycast has supplied all
information contained in this proxy statement/prospectus relating to Flycast.

92
<PAGE>

Documents incorporated by reference are available from CMGI without charge,
excluding all exhibits unless CMGI has specifically incorporated by reference
an exhibit in this proxy statement/prospectus. Stockholders may obtain
documents incorporated by reference in this proxy statement/prospectus from
CMGI by requesting them in writing or by telephone at the following address:

CMGI, Inc.
Attention: Catherine Taylor
Director of Investor Relations
100 Brickstone Square
Andover, MA 01810
Telephone: (978) 684-3600
Internet address: http://www.cmgi.com

If you would like to request documents from CMGI, please do so by January 6,
2000, to receive them before the Flycast special meeting.

You should rely only on the information contained or incorporated by
reference in this proxy statement/prospectus to vote on the merger. CMGI and
Flycast have not authorized anyone to provide you with information that is
different from what is contained in this proxy statement/prospectus. This proxy
statement/prospectus is dated December 7, 1999. You should not assume that the
information contained in this proxy statement/prospectus is accurate as of any
date other than December 7, 1999, and neither the mailing of the proxy
statement/prospectus to Flycast stockholders nor the issuance of CMGI common
stock in the merger shall create any implication to the contrary.

93
<PAGE>

Flycast Communications Corporation

<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report............................................. F-2

Consolidated Balance Sheets as of December 31, 1997 and 1998............. F-3

Consolidated Statements of Operations for the years ended December 31,
1996, 1997 and 1998..................................................... F-4

Consolidated Statements of Common Stockholders' Equity (Deficit) for the
years ended December 31, 1996, 1997 and 1998............................ F-5

Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1997 and 1998..................................................... F-6

Notes to Consolidated Financial Statements............................... F-7

Independent Auditors' Report on Schedule................................. F-18

Schedule II--Valuation and Qualifying Accounts........................... F-19
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Flycast Communications Corporation:

We have audited the accompanying consolidated balance sheets of Flycast
Communications Corporation and subsidiary (the "Company") as of December 31,
1997 and 1998, and the related consolidated statements of operations, common
stockholders' equity (deficit) and cash flows for each of the three years in
the period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. The consolidated
financial statements give retroactive effect to the merger of InterStep, Inc.
with and into Flycast Communications Corporation on August 30, 1999, which has
been accounted for as a pooling-of-interests as described in Note 9 to the
consolidated financial statements.

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, such consolidated financial statements present fairly, in
all material respects, the financial position of Flycast Communications
Corporation and subsidiary at December 31, 1997 and 1998, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1998 in conformity with generally accepted accounting
principles.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
October 18, 1999

F-2
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)

<TABLE>
<CAPTION>
1997 1998
------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $ 3,593 $ 5,197
Investments............................................... 183
Accounts receivable, net of allowance for doubtful
accounts of $12 and $178, respectively................... 531 3,802
Prepaid expenses and other assets......................... 40 267
------- --------
Total current assets..................................... 4,164 9,449
PROPERTY AND EQUIPMENT, NET................................. 703 1,945
OTHER ASSETS................................................ 18 108
------- --------
TOTAL ASSETS................................................ $ 4,885 $ 11,502
======= ========
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND
COMMON STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable.......................................... $ 361 $ 2,561
Accrued liabilities....................................... 82 375
Accrued compensation and related expenses................. 63 460
Notes payable to stockholders............................. 58 62
Short-term capital lease obligations...................... 31 490
Short-term debt........................................... -- 983
------- --------
Total current liabilities................................ 595 4,931
LONG-TERM CAPITAL LEASE OBLIGATIONS......................... 40 1,041
LONG-TERM DEBT.............................................. -- 3,682
------- --------
Total liabilities........................................ 635 9,654
------- --------
MANDATORILY REDEEMABLE PREFERRED STOCK:
Mandatorily redeemable convertible preferred stock,
$0.0001 par value, 9,904,000 shares authorized:
Series A, 920,000 shares designated, 911,295 shares issued
and outstanding in 1997 and 1998 (aggregate liquidation
preference $911)......................................... 951 1,027
Series B, 5,500,000 shares designated, 5,324,532 shares
issued and outstanding in 1997 and 1998 (aggregate
liquidation preference $7,082)........................... 7,244 7,824
Series C, 3,484,000 shares designated, 497,785 shares
issued and outstanding in 1998 (aggregate liquidation
preference $4,500)....................................... -- 5,004
------- --------
Total mandatorily redeemable preferred stock............. 8,195 13,855
------- --------
COMMON STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $0.0001 par value, 20,000,000 shares
authorized, 2,827,615 and 3,132,219 shares issued and
outstanding in 1997 and 1998, respectively............... 247 922
Common stock options...................................... 2,929
Deferred stock compensation............................... (1,771)
Notes receivable from stockholders........................ (227) (606)
Accumulated deficit....................................... (3,965) (13,481)
------- --------
Total common stockholders' equity (deficit).............. (3,945) (12,007)
------- --------
TOTAL LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
AND COMMON STOCKHOLDERS' EQUITY (DEFICIT).................. $ 4,885 $ 11,502
======= ========
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
REVENUE.......................................... $ 123 $ 934 $ 9,282
COST OF REVENUE.................................. 5 600 6,118
------- -------- --------
GROSS PROFIT..................................... 118 334 3,164
------- -------- --------
OPERATING EXPENSES:
Sales and marketing............................ 111 1,393 5,228
Research and development....................... 218 1,473 3,010
General and administrative..................... 183 807 2,216
Stock-based compensation....................... 1,158
------- -------- --------
Total operating expenses..................... 512 3,673 11,612
------- -------- --------
OPERATING LOSS................................... (394) (3,339) (8,448)
INTEREST INCOME.................................. 1 95 98
INTEREST EXPENSE................................. (2) (102) (510)
------- -------- --------
NET LOSS......................................... $ (395) $ (3,346) $ (8,860)
======= ======== ========
ACCRETION OF MANDATORILY
REDEEMABLE PREFERRED STOCK....................... (206) (656)
------- -------- --------
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS......... $ (395) $ (3,552) $ (9,516)
======= ======== ========
BASIC AND DILUTED LOSS PER SHARE................. $ (0.83) $ (6.03) $ (7.26)
======= ======== ========
SHARES USED IN BASIC AND DILUTED LOSS PER SHARE.. 476 589 1,311
======= ======== ========
PRO FORMA BASIC AND DILUTED LOSS PER SHARE (Note
1).............................................. $ (1.25)
========
SHARES USED IN PRO FORMA BASIC AND DILUTED LOSS
PER SHARE (Note 1).............................. 7,589
========
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (DEFICIT)
(In thousands)

<TABLE>
<CAPTION>
Common Stock
-------------- Common Deferred Stock Notes Accumulated
Shares Amount Stock Options Compensation Receivable Deficit Total
------ ------ ------------- -------------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1,
1996................... 475 $ 10 $ (18) $ (8)
ISSUANCE OF COMMON STOCK
FOR CASH AND NOTES
RECEIVABLE............. 1 611 $ (16) 595
NET LOSS................ (395) (395)
----- ---- ----- -------- --------
BALANCE, DECEMBER 31,
1996................... 476 621 (16) (413) 192
CONVERSION OF COMMON
STOCK TO SERIES A
PREFERRED STOCK........ (1) (611) 16 (595)
ISSUANCE OF COMMON STOCK
FOR CASH AND NOTES
RECEIVABLE............. 2,284 228 (227) 1
EXERCISE OF COMMON STOCK
OPTIONS................ 68 7 7
ISSUANCE OF COMMON
WARRANTS IN CONNECTION
WITH ISSUANCE OF DEBT.. 2 2
ACCRETION OF MANDATORILY
REDEEMABLE PREFERRED
STOCK.................. (206) (206)
NET LOSS................ (3,346) (3,346)
----- ---- ----- -------- --------
BALANCE, DECEMBER 31,
1997................... 2,827 247 (227) (3,965) (3,945)
EXERCISE OF COMMON STOCK
OPTIONS................ 686 492 (446) 46
REPURCHASE OF COMMON
STOCK.................. (425) (42) 42
PAYMENT ON NOTES
RECEIVABLE............. 25 25
ISSUANCE OF COMMON STOCK
FOR SERVICES........... 44 47 47
COMPENSATORY STOCK
ARRANGEMENTS........... $2,929 $(2,929)
AMORTIZATION OF DEFERRED
STOCK COMPENSATION..... 1,158 1,158
ISSUANCE OF COMMON STOCK
OPTIONS AND WARRANTS
FOR SERVICES........... 178 178
ACCRETION OF MANDATORILY
REDEEMABLE PREFERRED
STOCK.................. (656) (656)
NET LOSS................ (8,860) (8,860)
----- ---- ------ ------- ----- -------- --------
BALANCE, DECEMBER 31,
1998................... 3,132 $922 $2,929 $(1,771) $(606) $(13,481) $(12,007)
===== ==== ====== ======= ===== ======== ========
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------
1996 1997 1998
---------------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.......................................... $ (395) $ (3,346) $ (8,860)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation.................................... 30 204 585
Provision for bad debts......................... 12 236
Loss on sale of property and equipment.......... 5
Stock and warrants issued for services.......... 225
Noncash interest expense........................ 71 248
Stock-based compensation expense................ 1,158
Changes in operating assets and liabilities:
Accounts receivable........................... (50) (493) (3,507)
Prepaid expenses and other assets............. (4) (54) (317)
Accounts payable.............................. 40 321 2,200
Accrued liabilities........................... 30 121 694
------ -------- --------
Net cash used in operating activities....... (349) (3,164) (7,333)
------ -------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of property and equipment............. (252) (569) (132)
Proceeds from sale of property and equipment.... 4
Purchases of short term investments............. (183)
------ -------- --------
Net cash used in investing activities....... (252) (569) (311)
------ -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long term debt.................... 5,100
Payments on long term debt...................... (179)
Payments on capital leases...................... (28) (244)
Proceeds from notes payable to shareholders..... 19
Payment on notes payable to shareholders........ (5)
Proceeds from payment of notes receivable from
stockholders................................... 16 25
Proceeds from issuance of common stock.......... 595 8 46
Proceeds from issuance of preferred stock....... 7,308 4,500
------ -------- --------
Net cash provided by financing activities... 614 7,299 9,248
------ -------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS......... 13 3,566 1,604
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.... 14 27 3,593
------ -------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD.......... $ 27 $ 3,593 $ 5,197
====== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest.......................... $ 27 $ 258
======== ========
Noncash financing and investing activities:
Purchase of equipment under capital lease..... $ 100 $ 1,704
======== ========
Issuance of common stock for notes
receivable................................... $ 16 $ 228 $ 446
====== ======== ========
Repurchase of common stock for extinguishment
of debt...................................... $ 42
========
Conversion of common stock to preferred
stock........................................ $ 611
========
</TABLE>

See notes to consolidated financial statements.

F-6
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization--Flycast Communications Corporation ("Flycast") commenced
operations on April 14, 1996 (inception). Flycast is a leading provider of Web-
based advertising solutions designed to maximize the return on investment for
direct response advertisers and e-commerce companies. Flycast is headquartered
in San Francisco.

Basis of Presentation--On August 30, 1999, Flycast completed a merger with
InterStep, Inc. ("InterStep") a Massachusetts corporation which commenced
operations in 1995. The transaction has been accounted for as a pooling-of-
interests and, accordingly, the consolidated financial statements of Flycast
Communications Corporation (the "Company") for all periods presented have been
restated to include the accounts of InterStep (see Note 9). No adjustments were
required to conform accounting policies of the entities. There were no
significant intercompany transactions requiring elimination for any periods
presented.

Use of Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The Company
performs ongoing credit evaluations of its customers' respective financial
conditions, and, generally, requires no collateral from its customers. The
Company maintains an allowance for uncollectible accounts receivable based on
the expected collectibility of accounts receivable.

Cash equivalents consist of money market funds and certificates of deposit
with original maturities of three months or less at the time of acquisition.

Investments consist of certificates of deposit with an original maturity
date of greater than three months at the time of acquisition. Such investments
are considered available for sale and have carrying values which approximate
fair value.

Property and Equipment--Property and equipment are stated at cost. Equipment
held under capital leases is stated at the present value of minimum lease
payments. Depreciation on property and equipment is calculated on the straight-
line method over the estimated useful lives of the assets. Equipment held under
capital leases is amortized on the straight-line method over the shorter of the
lease term or the estimated useful life of the asset.

Revenue Recognition--Revenues derived from the delivery of advertising
impressions through third-party Web sites and delivery of e-mail content are
recognized in the period the advertising impressions or e-mail contents are
delivered provided collection of the resulting receivable is probable. Revenues
from list management and distribution services are recognized when services
have been performed. Amounts payable to third party Web sites for
advertisements displayed on such sites are recorded as cost of revenue in the
period the advertising impressions or e-mails are delivered.

Advertising expenses are charged to operations as incurred. Advertising
expenses were not significant in 1996 or 1997 and were $634,000 in 1998.

Research and development expenses are charged to operations as incurred.

Income Taxes--Deferred tax liabilities are recognized for future taxable
amounts, and deferred tax assets are recognized for future deductions, net of a
valuation allowance to reduce net deferred tax assets to amounts that are more
likely than not to be realized.

F-7
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Concentration of Credit Risk--Financial instruments that potentially subject
the Company to concentration of credit risk consist of trade receivables. The
Company's credit risk is mitigated by the Company's credit evaluation process
and the reasonably short collection terms. The Company does not require
collateral or other security to support accounts receivable and maintains
reserves for potential credit losses.

Financial Instruments--The Company's financial instruments include cash and
cash equivalents, short-term investments, notes receivable from stockholders
and long-term debt. At December 31, 1997 and 1998, the fair values of these
instruments approximated their financial statement carrying amounts.

Stock-Based Compensation--The Company accounts for its employee stock option
plan in accordance with the provisions of Accounting Principles Board (APB)
Opinion No. 25, "Accounting for Stock Issued to Employees." Accordingly, no
accounting recognition is given to stock options granted to employees
(including directors) at fair market value until they are exercised. Upon
exercise, the net proceeds are credited to stockholders' equity (deficit).
Compensation expense is recognized for stock options granted to employees
(including directors) at less than fair market value.

The Company accounts for stock options issued to non-employees in accordance
with the provisions of Statement of Financial Accounting Standards (SFAS) No.
123, "Accounting for Stock-Based Compensation" and Emerging Issues Task Force
Issue No. 96-18 under the fair value based method.

Impairment of Long-Lived Assets and Long-Lived Assets To Be Disposed Of--The
Company evaluates its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of such assets or
intangibles may not be recoverable. Recoverability of assets to be held and
used is measured by a comparison of the carrying amount of an asset to future
undiscounted net cash flows expected to be generated by the asset. If such
assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell.

Loss per Common Share--Basic loss per common share excludes dilution and is
computed by dividing loss attributable to common stockholders by the weighted
average number of common shares outstanding for the period (excluding shares
subject to repurchase). Diluted loss per common share reflects the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock. Common share equivalents
are excluded from the computation in loss periods as their effect would be
antidilutive.

Pro Forma Net Loss per Common Share--Pro forma basic and diluted loss per
common share is computed by dividing loss attributable to common stockholders
by the weighted average number of common shares outstanding for the period
(excluding shares subject to repurchase) and the weighted average number of
common shares resulting from the assumed conversion of outstanding shares of
mandatorily redeemable preferred stock.

Recently Issued Accounting Standards--In June 1997, the Financial Accounting
Standards Board (FASB) issued SFAS No. 130, "Reporting Comprehensive Income,"
which requires an enterprise to report, by major components and as a single
total, the change in its net assets during the period from nonowner sources;
and SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
Information," which establishes annual and interim reporting standards for an
enterprise's business segments and related disclosures about its products,
services, geographic areas and major customers. The Company had no
comprehensive income items to report for the three years in the period ended
December 31, 1998. The Company currently operates one reportable segment under
SFAS No. 131. Adoption of these statements in 1998 did not impact the Company's
financial position, results of operations or cash flows.

F-8
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which defines derivatives, requires that
all derivatives be carried at fair value, and provides for hedge accounting
when certain conditions are met. SFAS No. 133 is effective for the Company in
fiscal 2001. Although the Company has not fully assessed the implications of
SFAS No. 133, the Company does not believe that adoption of this statement will
have a material impact on the Company's financial position or results of
operations.

2. PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 1997 and 1998 consisted of the
following (in thousands):

<TABLE>
<CAPTION>
1997 1998
----- ------
<S> <C> <C>
Computer equipment and purchased software..................... $ 810 $ 904
Computer equipment under capital lease........................ 100 1,796
Furniture, fixtures and office equipment...................... 29 60
----- ------
Total..................................................... 939 2,760
Less accumulated depreciation................................. (236) (815)
----- ------
Net........................................................... $ 703 $1,945
===== ======
</TABLE>

The accumulated depreciation associated with computer equipment under
capital lease was $24,000 and $312,000 at December 31, 1997 and 1998,
respectively.

3. NOTES PAYABLE TO STOCKHOLDERS

The Company has notes payable to two stockholders, payable on demand, with
interest of 6.74%. The outstanding amount as of December 31, 1997 and 1998 is
$58,000 and $62,000, respectively.

4. DEBT

In 1998, the Company borrowed $600,000 from a lending institution at an 8%
interest rate. Principal and interest payments are due in monthly installments
through July 2001. As of December 31, 1998, the outstanding obligation was
$445,000.

In 1998, the Company obtained a $175,000 letter of credit as a security
deposit on office space leased. The letter of credit is collateralized by all
assets of the Company.

In 1998, the Company entered into a financing agreement with a preferred
stockholder and lender for $2,500,000, due in April 2002 with interest at 11%
per annum, and for an additional $5,000,000, due in August 2001 with interest
at 14%. The Company granted this lender Series C preferred stock warrants to
purchase 55,409 shares at $4.51 per share, and 72,324 shares of preferred stock
at $4.42 per share. The estimated fair value allocated to the warrants of
$304,000 is being accreted over the life of the financing agreements. As of
December 31, 1998, the recorded obligation totaled $4,220,000 and $3,000,000 is
available for future borrowing.

Debt outstanding excluding capital lease obligations (Note 8) as of December
31, 1998 will be due in annual principal payments of $983,000, $1,876,000,
$1,646,000 and $160,000 in 1999, 2000, 2001 and 2002, respectively.

F-9
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

5. INCOME TAXES

The Company's deferred income tax assets are comprised of the following (in
thousands):

<TABLE>
<CAPTION>
1997 1998
------ ------
<S> <C> <C>
Deferred tax assets:
Net operating loss
carryforwards.......... $1,368 $4,239
Reserves and accruals
not currently
deductible............. 28 807
Research and development
tax credit............. 40 135
Other................... 23 28
------ ------
Total gross deferred tax
assets before valuation
allowance.............. 1,459 5,209
Valuation allowance..... (1,452) (4,945)
------ ------
7 264
Deferred tax
liabilities:
Accrual to cash
adjustments............ (264)
Other................... (7)
------ ------
Total gross deferred
liabilities............ (7) (264)
------ ------
Net deferred tax
assets................. $ 0 $ 0
====== ======
</TABLE>

The Company established 100% valuation allowance at December 31, 1996, 1997
and 1998 due to the uncertainty of realizing future tax benefits from its net
operating loss carryforwards and other deferred tax assets.

At December 31, 1998, the Company had net operating loss ("NOL")
carryforwards of approximately $11,000,000 for federal and state income tax
purposes. These carryforwards begin to expire in 2004 for state and 2011 for
federal purposes. The Company also has available federal and state research and
development tax credit carryforwards of $77,000 and $58,000, respectively,
which had no expiration date as of December 31, 1998.

Internal Revenue Code Section 382 and similar California rules place a
limitation on the amount of taxable income which can be offset by NOL
carryforwards after a change in control (generally greater than 50% change in
ownership). Due to these provisions, utilization of the NOL and tax credit
carryforwards may be limited.

6. STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock Reserved For Future Issuance

At December 31, 1998, the Company has reserved the following shares of
common stock for issuance in connection with:

<TABLE>
<S> <C>
Conversion of Series A preferred stock............................. 911,295
Conversion of Series B preferred stock............................. 5,324,532
Conversion of Series C preferred stock............................. 497,785
Warrants issued and outstanding.................................... 386,237
Options issued and outstanding..................................... 1,938,705
Options available under stock option plans......................... 132,230
---------
Total.............................................................. 9,190,784
=========
</TABLE>

F-10
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Mandatorily Redeemable Preferred Stock

In July 1997, the Company issued 611,295 shares of Series A redeemable
convertible stock in exchange for all 1,000 shares of outstanding common
stock. Additionally, in July 1997, 300,000 shares of Series A preferred stock
were issued upon conversion of $300,000 of convertible notes. In July, August
and December 1997, the Company issued 5,324,532 shares of Series B preferred
stock for $1.33 per share. In December 1998, the Company issued 497,785 shares
of Series C preferred stock for $9.04 per share.

Significant terms of the Series A, B and C redeemable convertible preferred
stock are as follows (see Note 9):

. At the option of the holder, each share of preferred stock is
convertible at any time into one share of common stock, subject to
adjustment for certain dilutive issuances. As of December 31, 1998, no
such adjustments had occurred. Shares automatically convert into common
stock upon the earlier of (a) completion of a public offering with
aggregate proceeds greater than $15,000,000 at not less than $8.00 per
share or (b) upon the consent of more than 50% of the holders of the
preferred stock, voting together as a single class.

. Series A, B and C convertible preferred stock are entitled to annual
noncumulative cash dividends of $0.08, $0.106 and $0.723 per share,
respectively, when and if declared by the Board of Directors.

. In the event of any liquidation of the Company (which includes the
acquisition of the Company by another entity), the holders of Series B
and Series C preferred stock have a liquidation preference over common
stock and Series A preferred stock of $1.33 per share and $9.04 per
share, respectively, plus all declared but unpaid dividends. After such
payment, the holders of Series A preferred stock have a liquidation
preference of $1.00 per share plus any declared but unpaid dividends.
Upon payment of all preferred stock liquidation preferences, any
remaining proceeds will be allocated to the common stockholders.

. Any time after May 31, 2002, upon the vote of at least two-thirds of the
then outstanding redeemable convertible preferred stock, the Company
will be required to redeem all of the redeemable convertible preferred
stock at the liquidation preference plus an amount equal to $0.08,
$0.106 and $0.723 per share per year compounded annually for Series A, B
and C, respectively, less any cash dividends paid. As a result, the
Company has recorded an increase to the carrying values by the accretion
of the mandatorily redeemable preferred stock of $206,000 in 1997 and
$656,000 in 1998.

. Holders of preferred stock have the same voting rights as the holders of
common stock.

Preferred Stock Warrants

In 1997, in connection with certain loan arrangements, the Company issued
five year warrants to purchase 33,834 shares of Series B preferred stock at
$1.33 per share and 7,500 shares of Series A preferred stock at $1.00 per
share to a bank. The warrants expire in 2002. The fair value of these warrants
of $33,000 was recognized as interest expense in 1997.

Also in 1997, in connection with a bridge loan arrangement, the Company
issued a five year warrant to purchase 43,854 shares of Series B preferred
stock at $1.33 per share. The warrant expires in 2002 or upon closing of an
underwritten public offering. The fair value of these warrants of $36,000 was
recognized as interest expense in 1997.

As discussed in Note 4, in 1998, the Company granted a lender Series C
preferred stock warrants to purchase 55,409 shares at $4.51 per share, and
72,324 shares at $4.42 per share. The warrants expire upon the earlier of five
years from the grant date or two years from closing of an underwritten public
offering. The fair value of the warrants of $304,000 is being accreted to
interest expense over the life of the financing agreements.

F-11
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

In 1998, in connection with certain bridge loan arrangements, the Company
issued warrants to purchase 132,840 shares of Series C preferred stock at $9.04
per share to various lenders. The warrants expire in 2003 or upon closing of an
underwritten public offering. The fair value of these warrants of $200,000 was
recognized as interest expense in 1998.

Notes Receivable from Stockholders

In July 1997, the Company issued an aggregate of 2,275,011 shares of common
stock to officers and members of the Board of Directors. In connection with
such issuance, the Company's board members paid for the stock by issuing notes
payable (secured by the shares of the Company's common stock purchased) to the
Company. The secured note payable bears interest at 6.65% per annum with the
entire principal balance of the note, together with all accrued and unpaid
interest, due and payable on the earlier of (a) nine months after the closing
of an initial public offering of the Company's common stock or (b) July 2002 or
(c) termination of employment. The shares vest over a four year period. Any
unvested shares purchased are subject to repurchase rights by the Company upon
occurrence of certain events or conditions, such as employment termination, at
the original purchase price. Of such shares, there were 1,990,635 and 997,500
shares subject to repurchase at December 31, 1997 and 1998, respectively.

Additionally, in September 1998, two officers of the Company exercised
options to purchase 357,000 shares with an exercise price of $1.25 by issuing
notes payable (secured by the shares of the Company's common stock purchased).
The secured note payable bear interest at 5.54% per annum with the entire
principal balances of the notes, together with all accrued and unpaid interest,
due and payable on the earlier of (a) nine months after the closing of an
underwritten public offering, (b) September 2003 or (c) termination of
employment.

Stock Option Plans

The Company's stock option plans (the "Plans") provide for the grant of up
to 2,850,000 incentive or nonstatutory options to employees, directors and
consultants of the Company at the fair market value of the common stock on the
date of grant as determined by the Board of Directors. Options granted under
the Plans generally vest ratably over periods of up to four years and expire
ten years from the date of grant. The Plans also provide for early exercise of
options prior to full vesting. Any unvested shares purchased are subject to
repurchase rights by the Company upon occurrence of certain events or
conditions, such as employment termination, at the original purchase price.
There were 528,289 shares subject to repurchase at December 31, 1998.

Options and Warrants Granted to Nonemployees

In 1998, the Company granted options and warrants for common stock to
nonemployees for services performed and to be performed through 2002. In
connection with these awards, the Company recognized $178,000 in stock-based
compensation expense related to such options which vested during 1998. At
December 31, 1998, unvested options granted to nonemployees totaled 24,479
shares.

Stock-Based Compensation

During 1998, the Company issued common stock options at less than the fair
value of its common stock. The fair value of the common stock, weighted based
on options granted in 1998, was $2.75 per share. Accordingly, the Company
recorded $2,929,000 as the value of such options in 1998. Stock-based
compensation of $1,158,000 was amortized to expense in 1998 and at December 31,
1998, the Company had $1,771,000 in deferred stock compensation related to such
options, which will be amortized to expense through 2002.

F-12
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

During 1997, the Company issued common stock options at exercise prices
equal to the fair value of its common stock. Accordingly, no stock-based
compensation was recorded for that period.

Stock Option Activity

A summary of the Company's stock option activity follows (in thousands):

<TABLE>
<CAPTION>
Weighted
Average
Outstanding Exercise
Options Price
----------- --------
<S> <C> <C>
Balance, January 1, 1997
Granted.................................................. 497,125 $0.11
Exercised................................................ (68,020) 0.10
Canceled or expired...................................... (27,605) 0.10
---------
Balance, December 31, 1997 (68,503 shares vested at a
weighted average exercise price of $0.11)............... 401,500 0.11
Granted.................................................. 2,551,756 1.61
Exercised................................................ (686,076) 0.73
Canceled or expired...................................... (328,475) 0.24
---------
Balance, December 31, 1998............................... 1,938,705 $1.85
=========
Available for grant at December 31, 1998................. 132,230
=========
</TABLE>

The following table summarizes information about currently outstanding and
vested stock options at December 31, 1998:

<TABLE>
<CAPTION>
Options Outstanding Options Vested
----------------------------------- ---------------------
Weighted
Average Weighted Weighted
Range of Remaining Average Average
Exercise Number of Contractual Exercise Number of Exercise
Price Shares Life Price Shares Price
-------------- --------- ----------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
$0.10 to $0.13 416,799 8.76 $0.12 333,348 $0.12
1.25 866,500 9.46 1.25 176,135 1.25
1.40 270,400 9.67 1.40 24,871 1.40
1.48 4,506 9.67 1.48 250 1.48
1.75 156,050 9.75 1.75 9,753 1.75
8.00 224,450 9.92 8.00 4,676 8.00
--------- ----- ------- -----
1,938,705 $1.85 549,033 $0.64
========= ===== ======= =====
</TABLE>

Additional Stock Plan Information

As discussed in Note 1, the Company accounts for its stock-based awards to
employees using the intrinsic value method in accordance with APB Opinion No.
25, "Accounting for Stock Issued to Employees," and its related
interpretations.

SFAS No. 123, "Accounting for Stock-Based Compensation," requires the
disclosure of pro forma net income (loss) and earnings (loss) per share had the
Company adopted the fair value method since the Company's inception. Under SFAS
No. 123, the fair value of stock-based awards to employees is calculated
through the use

F-13
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

of option pricing models, even though such models were developed to estimate
the fair value of freely tradable, fully transferable options without vesting
restrictions, which significantly differ from the Company's stock option
awards.

The Company's calculations for employee grants were made using the minimum
value option pricing model with the following weighted average assumptions:

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------
1997 1998
----------- -----------
<S> <C> <C>
Dividend yield..................................... None None
Risk free interest rate............................ 6.1% 5.2%
Expected term, in years............................ 2.5 2.5
</TABLE>

The weighted average minimum value per option as of the date of grant for
options granted during 1997 and 1998 was $0.02 and $1.31, respectively.

If the computed minimum values of the Company's stock-based awards to
employees had been amortized to expense over the vesting period of the awards
as specified under SFAS No. 123, loss attributable to common stockholders and
basic and diluted loss per share on a pro forma basis (as compared to such
items as reported) would have been (in thousands):

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------
1997 1998
----------- -----------
<S> <C> <C>
Loss attributable to common stockholders:
As reported..................................... $ (3,552) $ (9,516)
Pro forma....................................... $ (3,555) $ (9,640)
Basic and diluted net loss per share:
As reported..................................... $ (6.03) $ (7.26)
Pro forma....................................... $ (6.03) $ (7.35)
</TABLE>

7. NET LOSS PER SHARE

The following is a reconciliation of the denominators used in computing
basic and diluted net loss per share.

<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------
1996 1997 1998
------- ---------- ----------
<S> <C> <C> <C>
Shares (denominator):
Weighted average common shares
outstanding............................. 476,584 1,644,053 2,834,981
Weighted average common shares
outstanding subject to repurchase....... 0 (1,054,562) (1,524,202)
------- ---------- ----------
Shares used in computation, basic and
diluted................................... 476,584 589,491 1,310,779
======= ========== ==========
</TABLE>

For the three years ended December 31, 1996, 1997 and 1998, the Company had
securities outstanding which could potentially dilute basic earnings per share
in the future, but were excluded in the computation of diluted net loss per
share in the periods presented, as their effect would have been antidilutive.
Such outstanding securities consist of the following at December 31, 1998:
6,733,612 shares of convertible preferred stock, warrants to purchase 345,761
shares of preferred stock, and options and warrants to purchase 1,979,181
shares of common stock. There were 1,990,635 and 1,525,789 shares subject to
repurchase by the Company at December 31, 1997 and 1998, respectively.

F-14
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

8. COMMITMENTS AND CONTINGENCIES

Leases

Future minimum net lease payments under noncancellable operating leases
(with initial or remaining lease terms in excess of one year) and future
minimum capital lease payments as of December 31, 1998 are as follows (in
thousands):

<TABLE>
<CAPTION>
Capital Operating
Leases Leases
------- ---------
<S> <C> <C>
Year ending December 31:
1999.................................................... $ 598 $ 366
2000.................................................... 561 369
2001.................................................... 464 343
2002.................................................... 34 322
2003.................................................... 319
Thereafter.............................................. 346
------ ------
Total................................................. 1,657 $2,065
======
Less amount representing interest....................... (126)
------
Present value of net minimum capital lease payments..... 1,531
Less current installments of obligations under capital
leases................................................. (490)
------
Obligations under capital leases, excluding current
installments........................................... $1,041
======
</TABLE>

Total rent expense under operating leases for the years ended 1996, 1997 and
1998 was $22,000, $127,000 and $400,000, respectively.

Legal Matters

In connection with the termination of employment of an officer, the Company
foreclosed on 264,560 shares of the Company's common stock securing a
promissory note from that officer. If that officer should elect to legally
contest the number of shares issued to him, and if additional shares are
ultimately issued, the Company could incur a charge equal to the fair market
value of such shares. The ultimate outcome of this matter cannot be determined
at this time.

Additionally, the Company is involved in various other claims and legal
actions. Management does not expect that the outcome of these other claims and
actions will have a material effect on the Company's financial position or
results of operations.

9. SUBSEQUENT EVENTS

In January 1999, the Company sold 1,496,347 shares of Series C preferred
stock at $9.04 per share for proceeds of $13,527,000.

On January 4, 1999, the Board of Directors adopted, subject to stockholder
approval, the 1999 Stock Option Plan (the "1999 Stock Plan"). The 1999 Stock
Plan will serve as the successor equity incentive program to the Company's
existing 1997 Stock Option Plan. A total of 2,000,000 shares of common stock
were initially reserved for issuance under the 1999 Stock Plan. On March 30,
1999, the Board of Directors adopted an amendment to the 1999 Stock Plan that
increased the shares of common stock reserved for issuance to 3,500,000. The
number of shares reserved will increase for each of the next five years by the
lesser of 1,000,000 shares or 3% of the number of shares of common stock
outstanding at the beginning of the year.

F-15
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

On January 28, 1999, the Board of Directors adopted, subject to stockholder
approval, the 1999 Directors' Stock Option Plan (the "Directors' Plan"). Under
the Directors' Plan, each person who becomes a nonemployee director after the
effective date of the Directors' Plan may be granted nonstatutory stock
options. A total of 200,000 shares of common stock have initially been reserved
for issuance under the Directors' Plan.

On January 28, 1999, the Board of Directors approved, subject to stockholder
approval, the reincorporation of the Company in the State of Delaware and the
associated exchange of one share of common stock or preferred stock of the
Company for every share of common stock or preferred stock, as the case may be,
of the Company's California predecessor. Such reincorporation and stock
exchange will become effective prior to the effective date of the initial
public offering contemplated by the Company.

Additionally, on January 28, 1999, the Board of Directors adopted, subject
to stockholder approval, the 1999 Employee Stock Purchase Plan (the "Purchase
Plan"). Under the Purchase Plan, eligible employees are allowed to have salary
withholdings of up to 10% of their base compensation to purchase shares of
common stock at a price equal to 85% of the lower of the market value of the
stock at the beginning or end of defined purchase periods. The initial purchase
period commences upon the effective date for the initial public offering of the
Company's common stock. The Company has initially reserved 350,000 shares of
common stock for issuance under this plan, and the number of shares reserved
will increase for each of the next five years by the lesser of 75,000 shares or
0.5% of the shares of common stock outstanding at the beginning of the year.

On May 4, 1999, Flycast completed an initial public offering of 3,000,000
shares of the Flycast's common stock. In addition, on June 4, 1999, the Company
sold an additional 200,000 shares under the underwriters' overallotment option.
Total net proceeds were $74.4 million. Upon the closing of the initial public
offering, Flycast's mandatorily redeemable preferred stock converted into 6.9
million shares of common stock.

On August 30, 1999, Flycast completed a merger with InterStep, Inc., a
Massachusetts corporation which commenced operations in 1995. InterStep
provides publishers with e-mail content management, list management and
distribution services on an outsourced basis. In the transaction, Flycast
issued 480,337 shares of common stock to InterStep's stockholders, of which
47,558 shares are held by an escrow agent to serve as security for the
indemnity provided by stockholders of InterStep. The Company also assumed all
outstanding InterStep common stock options, which were converted to options to
purchase approximately 10,012 shares of the Company's common stock. No
adjustments were required to conform accounting policies of the entities. There
were no significant intercompany transactions requiring elimination for any
periods presented.

The above transaction has been accounted for as a pooling-of-interests and,
accordingly, the supplemental consolidated financial statements of the Company
for all periods presented have been restated to include the accounts of
InterStep.

F-16
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Revenue and net income (loss) of the separate companies for the periods
preceding the acquisition were as follows (in thousands):

<TABLE>
<CAPTION>
Net Income
Revenue (Loss)
------- ----------
<S> <C> <C>
Fiscal year ended December 31, 1998
Flycast.................................................... $8,029 $(9,306)
InterStep.................................................. 1,253 446
------ -------
Combined................................................... $9,282 $(8,860)
====== =======
Fiscal year ended December 31, 1997
Flycast.................................................... $ 630 $(3,417)
InterStep.................................................. 304 71
------ -------
Combined................................................... $ 934 $(3,346)
====== =======
Fiscal year ended December 31, 1996
Flycast.................................................... $ -- $ (445)
InterStep.................................................. 123 50
------ -------
Combined................................................... $ 123 $ (395)
====== =======
</TABLE>

On September 30, 1999, the Company announced that a definitive agreement was
entered into to be acquired by CMGI, Inc. ("CMGI") in a stock-for-stock merger.
Under the terms of the agreement, CMGI will issue 0.4738 CMGI shares for every
Flycast share held on the closing date of the transaction. Closing of the
merger is subject to customary conditions, including formal approval by the
Company's shareholders. In connection with the merger, the Company also entered
into a Stock Option Agreement dated as of September 29, 1999, whereby the
Company granted CMGI an option to purchase up to 19.9% of the outstanding
shares of the Company common stock, which option may be exercised in the event
that the Merger Agreement is terminated under certain circumstances. Related to
the acquisition, the Company incurred $1,350,000 in expenses in the quarter
ended September 30, 1999.

F-17
<PAGE>

INDEPENDENT AUDITORS' REPORT ON SCHEDULE

To the Board of Directors and Stockholders of
Flycast Communications Corporation

Our audits of the consolidated financial statements of Flycast
Communications Corporation for the years ended December 31, 1996, 1997 and 1998
also include the financial statement schedule of Flycast Communications
Corporation. The financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
October 18, 1999

F-18
<PAGE>

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
Balance at Charged Balance at
Beginning to cost and Deductions/ end of
of period expenses write-offs period
---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Year ended December 31, 1996
Allowance for doubtful
accounts...................... $ -- $ -- $ -- $ --

Year ended December 31, 1997
Allowance for doubtful
accounts...................... $ -- $ 12,000 $ -- $ 12,000

Year ended December 31, 1998
Allowance for doubtful
accounts...................... $12,000 $236,000 $70,000 $178,000
</TABLE>

F-19
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

Interim Consolidated Financial Statements

<TABLE>
<CAPTION>
Page
----
<S> <C>
Consolidated Balance Sheets as of December 31, 1998 and September 30,
1999 (unaudited)........................................................ S-2
Consolidated Statements of Operations for the three and nine months ended
September 30, 1998 and 1999 (unaudited)................................. S-3
Consolidated Statements of Cash Flows for the nine months ended September
30, 1998 and 1999 (unaudited)........................................... S-4
Notes to Consolidated Financial Statements (unaudited)................... S-5
</TABLE>

S-1
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(unaudited)

<TABLE>
<CAPTION>
Dec. Sept.
31, 30,
1998 1999
------- -------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................................. $ 5,197 $14,221
Short-term investments..................................... 183 57,195
Accounts receivable, net................................... 3,802 11,336
Prepaid expenses........................................... 267 2,002
------- -------
Total current assets..................................... 9,449 84,754
Property and equipment, net.................................. 1,945 9,606
Other assets................................................. 108 315
------- -------
TOTAL ASSETS................................................. $11,502 $94,675
======= =======
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND
STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable........................................... $ 2,561 $10,270
Accrued liabilities........................................ 375 3,141
Accrued compensation and benefits.......................... 460 2,392
Short-term capital lease obligations....................... 490 841
Short-term debt............................................ 1,045 1,817
------- -------
Total current liabilities................................ 4,931 18,461
Long-term capital lease obligations.......................... 1,041 1,189
Long-term debt............................................... 3,682 2,224
------- -------
Total liabilities........................................ 9,654 21,874
------- -------
Mandatorily redeemable preferred stock, $0.0001 par value,
9,904,000 shares authorized:
Series A, 920,000 designated, 918,295 shares issued and
outstanding at December 31, 1998; none at September 30,
1999...................................................... 1,027
Series B, 5,500,000 designated, 5,324,532 shares issued and
outstanding at December 31, 1998; none at September 30,
1999...................................................... 7,824
Series C, 3,484,000 designated, 497,785 shares issued and
outstanding at December 31, 1998; none at September 30,
1999...................................................... 5,004
------- -------
13,855 --
------- -------
Stockholders' equity (deficit):
Common stock, $.001 par value: 20,000,000 shares
authorized; issued 2,690,787 shares--December 31, 1998;
15,165,021 shares--September 30, 1999..................... 922 103,747
Common stock options....................................... 2,929 3,931
Deferred stock compensation................................ (1,771) (1,556)
Notes receivable from stockholders......................... (606) (404)
Accumulated deficit........................................ (13,481) (32,917)
------- -------
Total stockholders' equity (deficit)..................... (12,007) 72,801
------- -------
TOTAL LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND
STOCKHOLDERS' EQUITY (DEFICIT).............................. $11,502 $94,675
======= =======
</TABLE>

See notes to consolidated financial statements

S-2
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)

<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
September 30, September 30,
---------------- -----------------
1998 1999 1998 1999
------- ------- ------- --------
<S> <C> <C> <C> <C>
Revenues................................. $ 2,544 $12,531 $ 4,765 $ 24,066
Cost of revenues......................... 1,630 8,592 3,066 16,811
------- ------- ------- --------
Gross profit........................... 914 3,939 1,699 7,255
Operating expenses:
Sales and marketing.................... 1,627 5,981 3,330 14,136
Research and development............... 655 2,576 1,574 5,623
General and administrative............. 490 2,481 1,389 4,922
Stock-based compensation............... 407 365 737 1,323
------- ------- ------- --------
Total operating expenses............. 3,179 11,403 7,030 26,004
Operating loss........................... (2,265) (7,464) (5,331) (18,749)
Interest income (expense), net........... (63) (309) (71) 56
------- ------- ------- --------
Net loss................................. $(2,328) $(7,773) $(5,402) $(18,693)
======= ======= ======= ========
Accretion of mandatorily redeemable
preferred stock......................... (165) -- (491) (667)
======= ======= ======= ========
Loss attributable to common
stockholders............................ $(2,493) $(7,773) $(5,893) $(19,360)
======= ======= ======= ========
Basic and diluted loss per common share.. $ (1.75) $ (0.57) $ (4.77) $ (2.18)
======= ======= ======= ========
Shares used in computing basic and
diluted loss per common share........... 1,426 13,645 1,235 8,895
======= ======= ======= ========
Proforma basic and diluted loss per
common share............................ $ (0.33) $ (0.57) $ (0.79) $ (1.61)
======= ======= ======= ========
Shares used in computing proforma basic
and diluted loss per common share....... 7,662 13,645 7,471 12,027
======= ======= ======= ========
</TABLE>

See notes to consolidated financial statements

S-3
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (unaudited)

<TABLE>
<CAPTION>
Nine Months
Ended September
30,
-----------------
1998 1999
------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(5,402) $(18,693)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation and amortization............................... 388 1,590
Provision for doubtful accounts............................. 107 735
Loss on sale of property and equipment...................... 5
Stock and warrants issued for services...................... 180 139
Non-cash interest expense................................... 43
Stock-based compensation expense............................ 736 1,323
Changes in operating assets and liabilities:
Accounts receivable..................................... (1,936) (8,269)
Prepaids and other assets............................... (372) (1,942)
Accounts payable........................................ 1,212 7,710
Accrued liabilities..................................... 181 4,684
------- --------
Net cash used by operations........................... (4,858) (12,723)
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment........................ (93) (8,197)
Proceeds from sales of property and equipment............. 3
Purchase of short term investments, net................... (180) (57,025)
------- --------
Net cash used by financing activities................. (270) (65,222)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt.............................. 2,100
Payments on long-term debt................................ (115) (673)
Payments on capital leases................................ (163) (492)
Proceeds from payment of notes receivable from
stockholders............................................. 58
Payments on note payable to shareholders.................. (49)
Shareholder distributions................................. (79)
Proceeds from issuance of common stock.................... 25 73,668
Proceeds from issuance of preferred stock................. -- 14,536
------- --------
Net cash provided by investing activities............. 1,847 86,969
------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........ (3,281) 9,024
CASH AND CASH EQUIVALENTS--BEGINNING OF PERIOD.............. 3,593 5,197
------- --------
CASH AND CASH EQUIVALENTS--END OF PERIOD.................... $ 312 $ 14,221
======= ========
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest.................................... $ 101 $ 575
======= ========
Non-cash financing and investing activities:
Purchase of equipment under capital leases.............. $ 1,612 $ 1,041
======= ========
Issuance of common stock for notes receivable........... $ 446 $ 31
======= ========
Repurchase of common stock for extinguishment of debt... $ 35 $ 175
======= ========
Conversion of preferred stock to common stock........... $ -- $ 28,856
======= ========
</TABLE>

See notes to consolidated financial statements

S-4
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. Basis of Presentation

The interim consolidated financial statements are unaudited and have been
prepared on the same basis as the audited financial statements. In the opinion
of management, such unaudited financial statement includes all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of the Company's financial position as of September 30, 1999 and
the results of operations for the three and nine months ended September 30,
1998 and 1999 and cash flows for the nine months ended September 30, 1998 and
1999.

The unaudited financial statements should be read in conjunction with
Flycast's audited financial statements and the notes thereto as included in
Flycast's Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on May 4, 1999, and its periodic filings with the
Securities and Exchange Commission thereafter. The results of operations for
the three and nine months ended September 30, 1999 are not necessarily
indicative of the results to be expected for any subsequent quarter or the
entire year ending December 31, 1999.

On August 30, 1999, Flycast acquired InterStep by issuing 480,337 shares of
common stock for all of the outstanding shares of InterStep, Inc. in
transaction that was accounted for as a pooling-of-interests. As a result,
InterStep became a wholly owned subsidiary of Flycast. For purposes of
financial statement presentation, historical financial information for
InterStep has been consolidated into the statements presented herein.

Certain reclassifications have been made to prior period financial
statements to conform to the current period presentation.

2. Initial Public Offering

3. Acquisitions

On August 30, 1999, we acquired InterStep by issuing 480,337 shares of
common stock for all of the outstanding shares of InterStep, Inc. Of the
480,337 shares of common stock, 47,558 shares are held by an escrow agent to
serve as security for the indemnity provided by some of the shareholders of
InterStep. The information presented herein reflects the combination of Flycast
and InterStep accounted for as a pooling-of-interests.

On September 30, 1999, we announced that we had signed a definitive
agreement to be acquired by CMGI, Inc. in a stock-for-stock merger. Under the
terms of the agreement, CMGI will issue 0.4738 CMGI shares for every Flycast
share held on the closing date of the transaction. Closing of the merger is
subject to customary conditions, including formal approval by our shareholders.
It is anticipated that the transaction will close in January 2000. A
significant percentage of our shareholders have agreed to vote in favor of the
merger. In connection with the merger, we also entered into a Stock Option
Agreement dated as of September 29, 1999, whereby we granted CMGI an option to
purchase up to 19.9% of the outstanding shares of our common stock, which
option may be exercised in the event that the Merger Agreement is terminated
under certain circumstances. We incurred approximately $1.5 million in
expenses, which are reflected as general and administrative operating expenses
herein for the quarter ended September 30, 1999. We expect to incur additional
financial advisory accounting and legal fees estimated to be between $6.0
million and $8.0 million contingent upon completion of the acquisition. This
range is a preliminary estimate only and is, therefore, subject to change.

S-5
<PAGE>

FLYCAST COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(unaudited)

4. Basic and Diluted Loss per Share

Basic net loss per share is computed by dividing the loss attributable to
common shareholders by the weighted average number of common shares outstanding
for the period (excluding shares subject to repurchase). Diluted loss per
common share reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted into common
stock. Common share equivalents are excluded from the computation in loss
periods, as their effect would be antidilutive.

The following is a reconciliation of the denominators used in calculating
basic and diluted net loss per share (in thousands):

<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
September 30, September 30,
-------------- --------------
1998 1999 1998 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
Shares (denominator)
Weighted average common shares outstanding.... 2,677 14,980 2,744 10,310
Weighted average common shares outstanding
subject to repurchase........................ (1,251) (1,335) (1,509) (1,415)
------ ------ ------ ------
Shares used in computation, basic and
diluted...................................... 1426 13,645 1,235 8,895
====== ====== ====== ======
</TABLE>

5. Pro Forma Loss per Common Share

Pro forma basic and diluted loss per common share is computed by dividing
loss attributable to common shareholders by the weighted average number of
common shares outstanding for the period (excluding shares subject to
repurchase) and the weighted average number of common shares resulting from the
assumed conversion of outstanding mandatorily redeemable preferred stock.

6. Combining Financial Information

The acquisition of InterStep has been accounted for as a pooling-of-
interests and, accordingly, our historical consolidated financial statements
have been restated to include the accounts and results of operations of
InterStep. The results of operations previously reported by the separate
businesses and the combined amounts presented in the accompanying consolidated
financial statements are presented below.

<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, 1998 September 30, 1998
------------------ ------------------
(unaudited) (unaudited)
<S> <C> <C>
Revenues:
Flycast................................... $ 2,126 $ 3,890
InterStep................................. 418 875
------- -------
Combined.................................. $ 2,544 $ 4,765
======= =======
Net income (loss):
Flycast................................... $(2,321) $(5,775)
InterStep................................. (7) 373
------- -------
Combined.................................. $(2,328) $(5,402)
======= =======
</TABLE>

We have restated our results of operations for the three and nine month
periods ended September 30, 1998 and 1999 by combining InterStep's financial
statements with our financial statements. We have restated the balance sheet as
of December 31, 1998 to include our balance sheet and InterStep's balance sheet
as of December 31, 1998. The equity accounts of the separate entities were
combined. There were no significant transactions between our Company and
InterStep prior to the combination.

S-6
<PAGE>

ANNEX A

AGREEMENT AND PLAN OF MERGER

by and among

CMGI, INC.,

FREEMONT CORPORATION

and

FLYCAST COMMUNICATIONS CORPORATION

Dated as of September 29, 1999
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I THE MERGER A-1
1.1 Effective Time of the Merger....................................... A-1
1.2 Closing............................................................ A-2
1.3 Effects of the Merger.............................................. A-2
1.4 Directors and Officers............................................. A-2

ARTICLE II CONVERSION OF SECURITIES A-2
2.1 Conversion of Capital Stock........................................ A-2
2.2 Exchange of Certificates........................................... A-3

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY A-5
3.1 Organization, Standing and Power; Subsidiaries..................... A-5
3.2 Capitalization..................................................... A-6
3.3 Authority; No Conflict; Required Filings and Consents.............. A-7
3.4 SEC Filings; Financial Statements.................................. A-8
3.5 No Undisclosed Liabilities......................................... A-9
3.6 Absence of Certain Changes or Events............................... A-9
3.7 Taxes.............................................................. A-9
3.8 Owned and Leased Real Properties................................... A-10
3.9 Intellectual Property.............................................. A-11
3.10 Agreements, Contracts and Commitments............................. A-11
3.11 Litigation........................................................ A-12
3.12 Environmental Matters............................................. A-12
3.13 Employee Benefit Plans............................................ A-13
3.14 Compliance With Laws.............................................. A-14
3.15 Permits........................................................... A-14
3.16 Registration Statement; Proxy Statement/Prospectus................ A-14
3.17 Labor Matters..................................................... A-14
3.18 Insurance......................................................... A-15
3.19 Business Activity Restrictions.................................... A-15
3.20 Year 2000 Compliance.............................................. A-15
3.21 Assets............................................................ A-16
3.22 Customers......................................................... A-16
3.23 No Existing Discussions........................................... A-16
3.24 Opinion of Financial Advisor...................................... A-16
3.25 Section 203 of the DGCL Not Applicable............................ A-16
3.26 Tax Matters....................................................... A-16
3.27 Transactions with Affiliate....................................... A-17
3.28 Brokers; Schedule of Fees and Expenses............................ A-17

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE TRANSITORY
SUBSIDIARY A-17
4.1 Organization, Standing and Power................................... A-17
4.2 Capitalization..................................................... A-17
4.3 Authority; No Conflict; Required Filings and Consents.............. A-18
4.4 SEC Filings; Financial Statements.................................. A-18
4.5 Absence of Certain Changes or Events............................... A-19
4.6 Tax Matters........................................................ A-19
4.7 Litigation......................................................... A-19
4.8 Compliance with Laws............................................... A-19
4.9 Registration Statement; Proxy Statement/Prospectus................. A-19
4.10 Operations of the Transitory Subsidiary........................... A-20
</TABLE>

A-i
<PAGE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE V CONDUCT OF BUSINESS A-20
5.1 Covenants of the Company............................................ A-20
5.2 Cooperation......................................................... A-22
5.3 Confidentiality..................................................... A-22

ARTICLE VI ADDITIONAL AGREEMENTS A-22
6.1 No Solicitation.................................................... A-22
6.2 Proxy Statement/Prospectus; Registration Statement................. A-23
6.3 Nasdaq Quotation................................................... A-24
6.4 Access to Information.............................................. A-24
6.5 Stockholders Meeting............................................... A-24
6.6 Legal Conditions to the Merger..................................... A-25
6.7 Public Disclosure.................................................. A-26
6.8 Tax-Free Reorganization............................................ A-26
6.9 Affiliate Agreements............................................... A-26
6.10 Nasdaq National Market Listing..................................... A-26
6.11 Company Stock Plans and the Company Warrants....................... A-26
6.12 Stockholder Litigation............................................. A-27
6.13 Indemnification.................................................... A-27
6.14 Notification of Certain Matters.................................... A-27

ARTICLE VII CONDITIONS TO MERGER A-28
7.1 Conditions to Each Party's Obligation To Effect the Merger.......... A-28
7.2 Additional Conditions to Obligations of the Buyer and the Transitory
Subsidiary.......................................................... A-28
7.3 Additional Conditions to Obligations of the Company................. A-29

ARTICLE VIII TERMINATION AND AMENDMENT A-30
8.1 Termination......................................................... A-30
8.2 Effect of Termination............................................... A-30
8.3 Fees and Expenses................................................... A-31
8.4 Amendment........................................................... A-31
8.5 Extension; Waiver................................................... A-31

ARTICLE IX MISCELLANEOUS A-32
9.1 Nonsurvival of Representations and Warranties...................... A-32
9.2 Notices............................................................ A-32
9.3 Entire Agreement................................................... A-33
9.4 No Third Party Beneficiaries....................................... A-33
9.5 Assignment......................................................... A-33
9.6 Severability....................................................... A-33
9.7 Counterparts and Signature......................................... A-33
9.8 Interpretation..................................................... A-33
9.9 Governing Law...................................................... A-34
9.10 Remedies........................................................... A-34
9.11 Waiver of Jury Trial............................................... A-34
</TABLE>

EXHIBITS

<TABLE>
<S> <C>
Exhibit A Form of Company Stock Option Agreement
Exhibit B Form of Stockholder Agreement
Exhibit C-1 Form of Employee Lock-up
Exhibit C-2 Form of Stockholder Lock-up
Exhibit D Form of Company Affiliate Agreement
</TABLE>

A-ii
<PAGE>

TABLES OF DEFINED TERMS

<TABLE>
<CAPTION>
Cross Reference
Terms in Agreement
- ----- ---------------
<S> <C>
Affiliate....................................................... Section 6.9
Affiliate Agreement............................................. Section 6.9
Agreement....................................................... Preamble
Alternative Transaction......................................... Section 6.1
Antitrust Laws.................................................. Section 6.6(b)
Antitrust Order................................................. Section 6.6(b)
Buyer........................................................... Preamble
Buyer Balance Sheet............................................. Section 4.4(b)
Buyer Common Stock.............................................. Section 2.1(c)
Buyer Disclosure Schedule....................................... Article IV
Buyer Material Adverse Effect................................... Section 4.1
Buyer Preferred Stock........................................... Section 4.2
Buyer Rights.................................................... Section 2.1(c)
Buyer Rights Plan............................................... Section 2.1(c)
Buyer SEC Reports............................................... Section 4.4(a)
Certificates.................................................... Section 2.2(b)
Closing......................................................... Section 1.2
Closing Date.................................................... Section 1.2
Code............................................................ Preamble
Company......................................................... Preamble
Company Balance Sheet........................................... Section 3.4(b)
Company Common Stock............................................ Section 2.1(b)
Company Disclosure Schedule..................................... Article III
Company Employee Plans.......................................... Section 3.13(a)
Company Intellectual Property Rights............................ Section 3.9(a)
Company Leases.................................................. Section 3.8(b)
Company Material Adverse Effect................................. Section 3.1
Company Material Contracts...................................... Section 3.10
Company Meeting................................................. Section 3.16
Company Permits................................................. Section 3.15
Company Preferred Stock......................................... Section 3.2(a)
Company Products................................................ Section 3.20(b)
Company SEC Reports............................................. Section 3.4(a)
Company Stock Options........................................... Section 3.2(b)
Company Stock Option Agreement.................................. Preamble
Company Stock Plans............................................. Section 3.2(b)
Company Systems................................................. Section 3.20(b)
Company Voting Proposal......................................... Section 6.5(a)
Company Warrants................................................ Section 3.2(b)
Confidentiality Agreement....................................... Section 5.3
Constituent Corporations........................................ Section 1.3
DGCL............................................................ Section 1.1
Effective Time.................................................. Section 1.1
Employee Benefit Plans.......................................... Section 3.13(a)
Environmental Law............................................... Section 3.12(b)
ERISA Affiliate................................................. Section 3.13(a)
ERISA........................................................... Section 3.13(a)
Exchange Agent.................................................. Section 2.2(a)
Exchange Fund................................................... Section 2.2(a)
</TABLE>

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<TABLE>
<CAPTION>
Cross Reference
Terms in Agreement
- ----- ---------------
<S> <C>
Exchange Act................................................... Section 3.3(c)
Exchange Ratio................................................. Section 2.1(c)
Governmental Entity............................................ Section 3.3(c)
Hazardous Substance............................................ Section 3.12(c)
HSR Act........................................................ Section 3.3(c)
Indemnified Parties............................................ Section 6.13
Insurance Policies............................................. Section 3.18
Liens.......................................................... Section 3.22
Lock-up Agreements............................................. Preamble
Merger......................................................... Preamble
Outside Date................................................... Section 8.1(b)
Proxy Statement................................................ Section 3.16
Registration Statement......................................... Section 3.16
Rule 145....................................................... Section 6.10
SEC............................................................ Section 3.3(c)
Securities Act................................................. Section 3.4(a)
Stockholder Agreements......................................... Preamble
Subsidiary..................................................... Section 3.1
Superior Proposal.............................................. Section 6.1(a)
Surviving Corporation.......................................... Section 1.3
Tax Returns.................................................... Section 3.7(a)
Taxes.......................................................... Section 3.7(a)
Third Party.................................................... Section 8.3(g)
Transitory Subsidiary.......................................... Preamble
Year 2000 Compliant............................................ Section 3.20
</TABLE>

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of September
29, 1999, is by and among CMGI, Inc., a Delaware corporation (the "Buyer"),
Freemont Corporation, a Delaware corporation and a wholly owned subsidiary of
Buyer (the "Transitory Subsidiary"), and Flycast Communications Corporation, a
Delaware corporation (the "Company").

WHEREAS, the Boards of Directors of the Buyer and the Company deem it
advisable and in the best interests of each corporation and its respective
stockholders that the Buyer and the Company combine in order to advance the
long-term business interests of the Buyer and the Company;

WHEREAS, the combination of the Buyer and the Company shall be effected by
the terms of this Agreement through a merger of the Transitory Subsidiary into
the Company, as a result of which the stockholders of the Company will become
stockholders of the Buyer (the "Merger");

WHEREAS, concurrently with the execution and delivery of this Agreement and
as a condition and inducement to the Buyer's willingness to enter into this
Agreement, the Company has entered into a Stock Option Agreement dated as of
the date of this Agreement and attached hereto as Exhibit A (the "Company Stock
Option Agreement"), pursuant to which the Company granted the Buyer an option
to purchase shares of common stock of the Company under certain circumstances;

WHEREAS, concurrently with the execution and delivery of this Agreement and
as a condition and inducement to the Buyer's willingness to enter into this
Agreement, the stockholders of the Company specified in Section 6.5(c) of this
Agreement have entered into a Stockholder Agreement dated as of the date of
this Agreement in the form attached as Exhibit B (the "Stockholder Agreement"),
pursuant to which such stockholders agreed to give the Buyer a proxy to vote
all of the shares of capital stock of the Company that such stockholders own;
and

WHEREAS, concurrently with the execution and delivery of this Agreement and
as a condition and inducement to the Buyer's willingness to enter into this
Agreement, certain employees and stockholders of the Company have entered into
Stock Lock-Up Agreements dated as of the date of this Agreement and attached
hereto as Exhibit C-1 and C-2, respectively (collectively, the "Lock-Up
Agreements"), pursuant to which such parties have agreed to certain
restrictions relating to the disposition of Buyer Common Stock following the
Effective Time (as defined in Section 1.1) under certain circumstances;

WHEREAS, for federal income tax purposes, it is intended that the Merger
shall qualify as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth below, the
Buyer, the Transitory Subsidiary and the Company agree as follows:

ARTICLE I

THE MERGER

1.1 Effective Time of the Merger. Subject to the provisions of this
Agreement, prior to the Closing (as defined in Section 1.2), the Buyer shall
prepare, and on the Closing Date (as defined in Section 1.2) or as soon as
practicable thereafter the Buyer shall cause to be filed with the Secretary of
State of the State of Delaware, a certificate of merger (the "Certificate of
Merger") in such form as is required by, and executed by the Surviving
Corporation (as defined in Section 1.3) in accordance with, the relevant
provisions of the Delaware General Corporation Law ("DGCL") and shall make all
other filings or recordings required under the DGCL. The Merger shall become
effective upon the filing of the Certificate of Merger with the Secretary of
State of the State of Delaware or at such later time as is established by the
Buyer and the Company and set forth in the Certificate of Merger (the
"Effective Time").

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1.2 Closing. The closing of the Merger (the "Closing") shall take place at
10:00 a.m., Boston time, on a date to be specified by the Buyer and the Company
(the "Closing Date"), which shall be no later than the second business day
after satisfaction or waiver of the conditions set forth in Article VII (other
than delivery of items to be delivered at the Closing), at the offices of Hale
and Dorr LLP, 60 State Street, Boston, Massachusetts, unless another date,
place or time is agreed to in writing by the Buyer and the Company.

1.3 Effects of the Merger. At the Effective Time (i) the separate existence
of the Transitory Subsidiary shall cease and the Transitory Subsidiary shall be
merged with and into the Company (the Transitory Subsidiary and the Company are
sometimes referred to below as the "Constituent Corporations" and the Company
following the Merger is sometimes referred to below as the "Surviving
Corporation"), (ii) the Certificate of Incorporation of the Company shall be
amended so that Article FOURTH of such Certificate of Incorporation reads in
its entirety as follows: "The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 1,000, all of which
shall consist of common stock, $.01 par value per share," and, as so amended,
such Certificate of Incorporation shall be the Certificate of Incorporation of
the Surviving Corporation, and (iii) the By-laws of the Transitory Subsidiary
as in effect immediately prior to the Effective Time shall be the By-laws of
the Surviving Corporation. The Merger shall have the effects set forth in
Section 259 of the DGCL.

1.4 Directors and Officers. The directors and officers of the Transitory
Subsidiary immediately prior to the Effective Time shall be the initial
directors and officers of the Surviving Corporation, each to hold office in
accordance with the Certificate of Incorporation and By-laws of the Surviving
Corporation.

ARTICLE II

CONVERSION OF SECURITIES

2.1 Conversion of Capital Stock. As of the Effective Time, by virtue of the
Merger and without any action on the part of the holder of any shares of the
capital stock of the Company or capital stock of the Transitory Subsidiary:

(a) Capital Stock of the Transitory Subsidiary. Each issued and
outstanding share of the capital stock of the Transitory Subsidiary shall
be converted into and become one fully paid and nonassessable share of
common stock, $.01 par value per share, of the Surviving Corporation.

(b) Cancellation of Treasury Stock and Buyer-Owned Stock. All shares of
common stock, $.0001 par value per share, of the Company ("Company Common
Stock") that are owned by the Company as treasury stock or by any wholly
owned Subsidiary (as defined in Section 3.1) of the Company and any shares
of Company Common Stock owned by the Buyer, the Transitory Subsidiary or
any other wholly owned Subsidiary of the Buyer shall be canceled and
retired and shall cease to exist and no stock of the Buyer or other
consideration shall be delivered in exchange therefore.

(c) Exchange Ratio for Company Common Stock. Subject to Section 2.2,
each share of Company Common Stock (other than shares to be canceled in
accordance with Section 2.1(b)) issued and outstanding immediately before
the Effective Time, and all rights in respect thereof, shall be
automatically converted into 0.4738 shares (the "Exchange Ratio") of common
stock, $.01 par value per share, of the Buyer ("Buyer Common Stock"). As of
the Effective Time, all such shares of Company Common Stock shall no longer
be outstanding and shall automatically be canceled and retired and shall
cease to exist, and each holder of a certificate representing any such
shares of Company Common Stock shall cease to have any rights with respect
thereto, except the right to receive the shares of Buyer Common Stock and
any cash in lieu of fractional shares of Buyer Common Stock to be issued or
paid in consideration therefor upon surrender of such certificate in
accordance with Section 2.2, without interest.

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(d) Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted
to reflect fully the effect of any stock split, reverse split, stock
dividend (including any dividend or distribution of securities convertible
into Buyer Common Stock or Company Common Stock), reorganization,
recapitalization or other like change with respect to Buyer Common Stock or
Company Common Stock occurring after the date hereof and prior to the
Effective Time.

(e) Unvested Stock. At the Effective Time, any unvested shares of Company
Common Stock awarded to employees, directors or consultants pursuant to any
of the Company's plans or arrangements and outstanding immediately prior to
the Effective Time shall be converted to unvested shares of Buyer Common
Stock in accordance with the Exchange Ratio and shall remain subject to the
same terms, restrictions and vesting schedule as in effect immediately
prior to the Effective Time, except to the extent by the terms such
unvested shares of Company Common Stock vest at the Effective Time and
copies of the relevant agreements governing such vesting had been provided
to Buyer. All outstanding rights which the Company may hold immediately
prior to the Effective Time to repurchase unvested shares of Company Common
Stock shall be assigned to the Buyer in the Merger and shall thereafter be
exercisable by Buyer by Buyer upon the same terms and conditions in effect
immediately prior to the Effective Time, except that the shares purchasable
pursuant to such rights and the purchase price payable per share shall be
adjusted to reflect the Exchange Ratio.

(f) Treatment of Company Options and Company Warrants. Outstanding
Company Options and Company Warrants (in each case as defined in Section
3.2(b)) shall be treated following the Effective Time in the manner set
forth in Section 6.11.

2.2 Exchange of Certificates. The procedures for exchanging outstanding
shares of Company Common Stock for Buyer Common Stock pursuant to the Merger
are as follows:

(a) Exchange Agent. As of the Effective Time, the Buyer shall deposit
with a bank or trust company designated by the Buyer (the "Exchange
Agent"), for the benefit of the holders of shares of the Company Common
Stock, for exchange in accordance with this Section 2.2, through the
Exchange Agent, (i) certificates representing the shares of Buyer Common
Stock (such shares of Buyer Common Stock, together with any dividends or
distributions with respect thereto, being hereinafter referred to as the
"Exchange Fund") issuable pursuant to Section 2.1 in exchange for
outstanding shares of the Company Common Stock, (ii) cash in an amount
sufficient to make payments required pursuant to Section 2.2(e), and (iii)
any dividends or distributions to which holders of Certificates (as defined
below) may be entitled pursuant to Section 2.2(c).

(b) Exchange Procedures. As soon as reasonably practicable after the
Effective Time, the Exchange Agent shall mail to each holder of record of a
certificate or certificates which immediately prior to the Effective Time
represented outstanding shares of the Company Common Stock (the
"Certificates") whose shares were converted pursuant to Section 2.1 into
the right to receive shares of Buyer Common Stock (i) a letter of
transmittal (which shall specify that delivery shall be effected, and risk
of loss and title to the Certificates shall pass, only upon delivery of the
Certificates to the Exchange Agent and shall be in such form and have such
other provisions as the Buyer may reasonably specify) and (ii) instructions
for effecting the surrender of the Certificates in exchange for
certificates representing shares of Buyer Common Stock (plus cash in lieu
of fractional shares, if any, of Buyer Common Stock and any dividends or
distributions as provided below). Upon surrender of a Certificate for
cancellation to the Exchange Agent or to such other agent or agents as may
be appointed by the Buyer, together with such letter of transmittal, duly
executed, and such other documents as may reasonably be required by the
Exchange Agent, the holder of such Certificate shall be entitled to receive
in exchange therefor a certificate representing that number of whole shares
of Buyer Common Stock which such holder has the right to receive pursuant
to the provisions of this Article II plus cash in lieu of fractional shares
pursuant to Section 2.2(e) and any dividends or distributions pursuant to
Section 2.2(c), and the Certificate so surrendered shall immediately be
canceled. In the event of a transfer of ownership of Company Common Stock
which is not registered in the transfer records of the

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Company, a certificate representing the proper number of shares of Buyer
Common Stock plus cash in lieu of fractional shares pursuant to Section
2.2(e) and any dividends or distributions pursuant to Section 2.2(c) may be
issued and paid to a person other than the person in whose name the
Certificate so surrender is registered, if such Certificate is presented to
the Exchange Agent, accompanied by all documents required to evidence and
effect such transfer and by evidence that any applicable stock transfer
taxes have been paid. Until surrendered as contemplated by this Section
2.2, each Certificate shall be deemed at any time after the Effective Time
to represent only the right to receive upon such surrender the certificate
representing shares of Buyer Common Stock plus cash in lieu of fractional
shares pursuant to Section 2.2(e) and any dividends or distributions
pursuant to Section 2.2(c) as contemplated by this Section 2.2.

(c) Distributions with Respect to Unexchanged Shares. No dividends or
other distributions declared or made after the Effective Time with respect
to Buyer Common Stock with a record date after the Effective Time shall be
paid to the holder of any unsurrendered Certificate with respect to the
shares of Buyer Common Stock represented thereby and no cash payment in
lieu of fractional shares shall be paid to any such holder pursuant to
Section 2.2(e) until the holder of record of such Certificate shall
surrender such Certificate. Subject to the effect of applicable laws,
following surrender of any such Certificate, there shall be issued and paid
to the record holder of the Certificate, (i) certificates representing
whole shares of Buyer Common Stock issued in exchange therefor, without
interest, (ii) at the time of such surrender, the amount of any cash
payable in lieu of a fractional share of Buyer Common Stock to which such
holder is entitled pursuant to Section 2.2(e) and the amount of dividends
or other distributions with a record date after the Effective Time
previously paid with respect to such whole shares of Buyer Common Stock,
and (iii) at the appropriate payment date, the amount of dividends or other
distributions with a record date after the Effective Time but prior to
surrender and a payment date subsequent to surrender payable with respect
to such whole shares of Buyer Common Stock.

(d) No Further Ownership Rights in Company Common Stock. All shares of
Buyer Common Stock issued upon the surrender for exchange of Certificates
in accordance with the terms hereof (including any cash or other
distributions paid pursuant to Sections 2.2(c) or 2.2(e)) shall be deemed
to have been issued in full satisfaction of all rights pertaining to such
shares of Company Common Stock, and from and after the Effective Time there
shall be no further registration of transfers on the stock transfer books
of the Surviving Corporation of the shares of Company Common Stock which
were outstanding immediately prior to the Effective Time. If, after the
Effective Time, Certificates are presented to the Surviving Corporation or
the Exchange Agent for any reason, they shall be canceled and exchanged as
provided in this Article II.

(e) No Fractional Shares. No certificate or scrip representing fractional
shares of Buyer Common Stock shall be issued upon the surrender for
exchange of Certificates, and such fractional share interests will not
entitle the owner thereof to vote or to any other rights of a stockholder
of the Buyer. Notwithstanding any other provision of this Agreement, each
holder of shares of Company Common Stock exchanged pursuant to the Merger
who would otherwise have been entitled to receive a fraction of a share of
Buyer Common Stock (after taking into account all Certificates delivered by
such holder) shall receive, in lieu thereof, cash (without interest) in an
amount equal to such fractional part of a share of Buyer Common Stock
multiplied by the average of the last reported sales prices of the Buyer
Common Stock on the Nasdaq National Market during the ten (10) consecutive
trading days ending on and including the last trading day prior to the
Effective Time.

(f) Termination of Exchange Fund. Any portion of the Exchange Fund which
remains undistributed to the holders of Company Common Stock for 180 days
after the Effective Time shall be delivered to the Buyer, upon demand, and
any holder of Company Common Stock who has not previously complied with
this Section 2.2 shall thereafter look only to the Buyer for payment of its
claim for Buyer Common Stock, any cash in lieu of fractional shares of
Buyer Common Stock and any dividends or distributions with respect to Buyer
Common Stock.

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(g) No Liability. To the extent permitted by applicable law, none of the
Buyer, the Transitory Subsidiary, the Company, the Surviving Corporation or
the Exchange Agent shall be liable to any holder of shares of Company
Common Stock or Buyer Common Stock, as the case may be, for such shares (or
dividends or distributions with respect thereto) delivered to a public
official pursuant to any applicable abandoned property, escheat or similar
law. If any Certificate shall not have been surrendered prior to one year
after the Effective Time (or immediately prior to such earlier date on
which any shares of Buyer Common Stock, and any cash payable to the holder
of such Certificate pursuant to this Article II or any dividends or
distributions payable to the holder of such Certificate would otherwise
escheat to or become the property of any Governmental Entity (as defined in
Section 3.3(c))), any such shares of Buyer Common Stock or cash, dividends
or distributions in respect of such Certificate shall, to the extent
permitted by applicable law, become the property of the Surviving
Corporation, free and clear of all claims or interest of any person
previously entitled thereto.

(h) Withholding Rights. Each of the Buyer and the Surviving Corporation
shall be entitled to deduct and withhold from the consideration otherwise
payable pursuant to this Agreement to any holder of shares of Company
Common Stock such amounts as it is required to deduct and withhold with
respect to the making of such payment under the Code, or any other
applicable provision of law. To the extent that amounts are so withheld by
the Surviving Corporation or the Buyer, as the case may be, such withheld
amounts shall be treated for all purposes of this Agreement as having been
paid to the holder of the shares of Company Common Stock in respect of
which such deduction and withholding was made by the Surviving Corporation
or the Buyer, as the case may be.

(i) Lost Certificates. If any Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person
claiming such Certificate to be lost, stolen or destroyed and, if required
by the Surviving Corporation, the posting by such person of a bond in such
reasonable amount as the Surviving Corporation may direct as indemnity
against any claim that may be made against it with respect to such
Certificate, the Exchange Agent will issue in exchange for such lost,
stolen or destroyed Certificate the shares of Buyer Common Stock and any
cash in lieu of fractional shares, and unpaid dividends and distributions
on shares of Buyer Common Stock deliverable in respect thereof pursuant to
this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Buyer and the Transitory
Subsidiary that the statements contained in this Article III are true and
correct, except as set forth herein or in the disclosure schedule delivered by
the Company to the Buyer on or before the date of this Agreement (the "Company
Disclosure Schedule"). The Company Disclosure Schedule shall be arranged in
paragraphs corresponding to the numbered and lettered paragraphs contained in
this Article III and the disclosure in any paragraph shall qualify other
paragraphs in this Article III only to the extent that it is reasonably
apparent from a reading of such disclosure that it also qualifies or applies
to such other paragraphs.

3.1 Organization, Standing and Power; Subsidiaries.

(a) Each of the Company and its Subsidiaries (as defined below) is a
corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, has all requisite corporate
power and authority to own, lease and operate its properties and assets and to
carry on its business as now being conducted and as proposed to be conducted,
and is duly qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which the failure to be so qualified,
individually or in the aggregate, would have a Company Material Adverse
Effect. "Company Material Adverse Effect" shall mean a material adverse effect
on the business, properties, financial condition, results of operations or
prospects of the Company and its Subsidiaries, taken as a whole, or a material
adverse effect on the ability of the Company to

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consummate the transactions contemplated by this Agreement or the Company
Stock Option Agreement, excluding any material adverse effect (a) demonstrably
shown to have been proximately caused by the public announcement of this
Agreement, the Company Stock Option Agreement or any of the transactions
contemplated thereby, (b) attributable to any legal proceeding brought by or
on behalf of stockholders of the Company alleging that the Board of Directors
of the Company breached its fiduciary duties in connection with its approval
of this Agreement or the Company Stock Option Agreement, or (c) arising or
resulting from general industry, economic or stock market conditions that
affect the Company (or the markets in which the Company competes) in a manner
not disproportionate to the manner in which such conditions affect other
companies in the industries or markets in which the Company competes.

(b) Except as set forth in the Company SEC Reports (as defined in Section 3.4)
filed prior to the date of this Agreement, neither the Company nor any of its
Subsidiaries directly or indirectly owns any equity, membership, partnership
or similar interest in, or any interest convertible into or exchangeable or
exercisable for any equity, membership, partnership or similar interest in,
any corporation, partnership, joint venture, limited liability company or
other business association or entity, whether incorporated or unincorporated.
As used in this Agreement, the word "Subsidiary" means, with respect to a
party, any corporation, partnership, joint venture, limited liability company
or other business association or entity, whether incorporated or
unincorporated, of which (i) such party or any other Subsidiary of such party
is a general partner (excluding partnerships, the general partnership
interests of which held by such party and/or one or more of its Subsidiaries
do not have a majority of the voting interest in such partnership), (ii) such
party and/or one or more of its Subsidiaries holds voting power to elect a
majority of the board of directors or other governing body performing similar
functions, or (iii) such party and/or one or more of its Subsidiaries,
directly or indirectly, owns or controls more than 50% of the equity,
membership, partnership or similar interests.

(c) The Company has delivered to the Buyer complete and accurate copies of the
Certificate of Incorporation and By-laws of the Company and of the charter,
by-laws or other organization documents of each Subsidiary of the Company.

3.2 Capitalization.

(a) The authorized capital stock of the Company consists of 50,000,000 shares
of Company Common Stock and 2,000,000 shares of preferred stock, $.0001 par
value per share ("Company Preferred Stock"). As of the close of business on
the date of this Agreement, (i) 15,260,089 shares of Company Common Stock were
issued and outstanding, (ii) no shares of Company Common Stock were held in
the treasury of the Company or by Subsidiaries of the Company, and (iii) no
shares of the Company Preferred Stock were issued and outstanding.

(b) Section 3.2(b) of Company Disclosure Schedule lists the number of shares
of Company Common Stock reserved for future issuance pursuant to stock options
granted and outstanding as of the date of this Agreement and the plans under
which such options were granted (collectively, the "Company Stock Plans") and
sets forth a complete and accurate list of all holders of outstanding options
to purchase shares of Company Common Stock (such outstanding options, the
"Company Stock Options") under the Company Stock Plans, indicating the number
of shares of Company Common Stock subject to each Company Stock Option, and
the exercise price, the date of grant, vesting schedule and the expiration
date thereof. Section 3.2 of the Company Disclosure Schedule shows the number
of shares of Company Common Stock reserved for future issuance pursuant to
warrants or other outstanding rights to purchase shares of Company Common
Stock outstanding as of the date of this Agreement (such outstanding warrants
or other rights, the "Company Warrants") and the agreement or other document
under which such Company Warrants were granted and sets forth a complete and
accurate list of all holders of Company Warrants indicating the number and
type of shares of Company Common Stock subject to each Company Warrant, and
the exercise price, the date of grant and the expiration date thereof. Except
(x) as set forth in this Section 3.2 and (y) as reserved for future grants
under Company Stock Plans, (i) there are no equity securities of any class of
the Company or any of its Subsidiaries, or any security exchangeable into or
exercisable for such equity securities, issued, reserved for issuance or
outstanding and (ii) there are no options, warrants, equity securities, calls,
rights, commitments or agreements of any character to which the Company or

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any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound obligating the Company or any of its Subsidiaries to
issue, transfer, deliver or sell, or cause to be issued, transferred,
delivered or sold, additional shares of capital stock of the Company or any of
its Subsidiaries or any security or rights convertible into or exchangeable or
exercisable for any such shares, or obligating the Company or any of its
Subsidiaries to grant, extend, accelerate the vesting of, otherwise modify or
amend or enter into any such option, warrant, equity security, call, right,
commitment or agreement. Neither the Company nor any of its Subsidiaries has
issued and outstanding any stock appreciation rights, phantom stock,
performance based rights or similar rights or obligations. To the knowledge of
the Company, other than the Stockholders Agreements, there are no agreements
or understandings with respect to the voting (including voting trusts and
proxies) or sale or transfer (including agreements imposing transfer
restrictions) of any shares of capital stock of the Company or any of its
Subsidiaries.

(c) All outstanding shares of Company Common Stock are, and all shares of
Company Common Stock subject to issuance as specified above, upon issuance on
the terms and conditions specified in the instruments pursuant to which they
are issuable, will be, duly authorized, validly issued, fully paid and
nonassessable and not subject to or issued in violation of any purchase
option, call option, right of first refusal, preemptive right, subscription
right or any similar right under any provision of the DGCL, the Company's
Certificate of Incorporation or By-laws or any agreement to which the Company
is a party or is otherwise bound. There are no obligations, contingent or
otherwise, of Company or any of its Subsidiaries to repurchase, redeem or
otherwise acquire any shares of the Company Common Stock or the capital stock
of the Company or any of its Subsidiaries or to provide funds to or make any
material investment (in the form of a loan, capital contribution or otherwise)
in the Company or any Subsidiary of the Company or any other entity, other
than guarantees of bank obligations of Subsidiaries of the Company entered
into in the ordinary course of business.

(d) All of the outstanding shares of capital stock of each of the Company's
Subsidiaries are duly authorized, validly issued, fully paid, nonassessable
and free of preemptive rights and all such shares (other than directors'
qualifying shares in the case of non-U.S. Subsidiaries, all of which the
Company has the power to cause to be transferred for no or nominal
consideration to the Buyer or the Buyer's designee) are owned, of record and
beneficially, by the Company or another Subsidiary of the Company free and
clear of all security interests, liens, claims, pledges, agreements,
limitations in the Company's voting rights, charges or other encumbrances of
any nature.

(e) No consent of the holders of Company Stock Options is required in
connection with the conversion of such options contemplated by Section 6.11.

3.3 Authority; No Conflict; Required Filings and Consents.

(a) The Company has all requisite corporate power and authority to enter into
this Agreement and the Company Stock Option Agreement and to consummate the
transactions contemplated by this Agreement and the Company Stock Option
Agreement. The execution and delivery of this Agreement and the Company Stock
Option Agreement and the consummation of the transactions contemplated by this
Agreement and the Company Stock Option Agreement by the Company have been duly
authorized by all necessary corporate action on the part of the Company,
subject only to the approval of the Merger by the Company's stockholders under
the DGCL. This Agreement and the Company Stock Option Agreement have been duly
executed and delivered by the Company and constitute the valid and binding
obligations of the Company, enforceable in accordance with their respective
terms.

(b) The execution and delivery of this Agreement and the Company Stock Option
Agreement by the Company does not, and the consummation of the transactions
contemplated by this Agreement and the Company Stock Option Agreement will
not, (i) conflict with, or result in any violation or breach of, any provision
of the Certificate of Incorporation or By-laws of the Company or the charter,
by-laws, or other organizational document of any Subsidiary of the Company,
(ii) conflict with, or result in any violation or breach of, or constitute
(with or without notice or lapse of time, or both) a default (or give rise to
a right of termination, cancellation or

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acceleration of any obligation or loss of any material benefit) under, or
require a consent or waiver under, any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, lease, license, contract or other
agreement, instrument or obligation to which the Company or any of its
Subsidiaries is a party or by which any of them or any of their properties or
assets may be bound, or (iii) subject to compliance with the requirements
specified in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c),
conflict with or violate any permit, concession, franchise, license, judgment,
injunction, order, decree, statute, law, ordinance, rule or regulation
applicable to the Company or any of its Subsidiaries or any of its or their
properties or assets, except in the case of (ii) and (iii) for any such
conflicts, violations, breaches, defaults, terminations, cancellations or
accelerations which, individually or in the aggregate, would not have a
Company Material Adverse Effect.

(c) No consent, approval, license, permit, order or authorization of, or,
registration, declaration, notice or filing with, any court, arbitrational
tribunal, administrative agency or commission or other governmental or
regulatory authority or agency (a "Governmental Entity") is required by or
with respect to the Company or any of its Subsidiaries in connection with the
execution and delivery of this Agreement and the Company Stock Option
Agreement by the Company or the consummation of the transactions contemplated
by this Agreement or the Company Stock Option Agreement, except for (i) the
filing of a pre-merger notification report under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the
filing of the Certificate of Merger with the Delaware Secretary of State,
(iii) the filing of the Proxy Statement (as defined in Section 3.16 below)
with the Securities and Exchange Commission (the "SEC") in accordance with the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) the
filing of such reports or schedules under Section 13 of the Exchange Act as
may be required in connection with this Agreement and the transactions
contemplated hereby and (v) such consents, approvals, orders, authorizations,
registrations, declarations and filings as may be required under applicable
state securities laws.

(d) The affirmative vote of the holders of a majority of the outstanding
shares of Company Common Stock on the record date for the Company Meeting (as
defined below) is the only vote of the holders of any class or series of the
Company's capital stock or other securities necessary to approve the Merger.
There are no bonds, debentures, notes or other indebtedness of the Company
having the right to vote (or convertible into, or exchangeable for, securities
having the right to vote) on any matters on which stockholders of the Company
may vote.

3.4 SEC Filings; Financial Statements.

(a) The Company has filed and made available to the Buyer all forms,
reports and other documents required to be filed by the Company with the SEC
since May 4, 1999. All such required forms, reports and other documents
(including those that the Company may file after the date hereof until the
Closing) are referred to herein as the "Company SEC Reports." The Company SEC
Reports (i) were or will be filed on a timely basis, (ii) were or will be
prepared in compliance in all material respects with the applicable
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
and the Exchange Act, as the case may be, and the rules and regulations of the
SEC thereunder applicable to such Company SEC Reports, and (iii) did not or
will not at the time they were or are filed contain any untrue statement of a
material fact or omit to state a material fact required to be stated in such
Company SEC Reports or necessary in order to make the statements in such
Company SEC Reports, in the light of the circumstances under which they were
made, not misleading. No Subsidiary of the Company is required to file any
forms, reports or other documents with the SEC.

(b) Each of the consolidated financial statements (including, in each case,
any related notes and schedules) contained or to be contained in the Company
SEC Reports (i) complied or will comply as to form in all material respects
with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto, (ii) were or will be prepared in
accordance with generally accepted accounting principles applied on a
consistent basis throughout the periods involved (except as may be indicated
in the notes to such financial statements or, in the case of unaudited
statements, as permitted by the SEC on Form 10-Q under the Exchange Act) and
(iii) fairly presented or will fairly present the consolidated financial
position of the Company and its Subsidiaries as of the dates and the
consolidated results of its operations and cash flows for

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the periods indicated, consistent with the books and records of the Company and
its Subsidiaries, except that the unaudited interim financial statements were
or are subject to normal and recurring year-end adjustments which were not or
are not expected to be material in amount. The unaudited balance sheet of the
Company as of August 31, 1999 is referred to herein as the "Company Balance
Sheet."

3.5 No Undisclosed Liabilities. Except as disclosed in the Company SEC
Reports filed prior to the date of this Agreement, and except for normal or
recurring liabilities incurred since the date of the Company Balance Sheet in
the ordinary course of business consistent with past practices, the Company and
its Subsidiaries do not have any liabilities, either accrued, contingent or
otherwise (whether or not required to be reflected in financial statements in
accordance with generally accepted accounting principles), and whether due or
to become due, which, individually or in the aggregate, would have a Company
Material Adverse Effect.

3.6 Absence of Certain Changes or Events. Except as disclosed in the Company
SEC Reports filed prior to the date of this Agreement, since the date of the
Company Balance Sheet, the Company and its Subsidiaries have conducted their
respective businesses only in the ordinary course and in a manner consistent
with past practice and, since such date, there has not been (i) any event,
change or development in the business, properties, financial condition, results
of operations or prospects of the Company and its Subsidiaries, taken as a
whole, which, individually or in the aggregate, has had, or is reasonably
likely to have, a Company Material Adverse Effect; (ii) any damage, destruction
or loss (whether or not covered by insurance) with respect to the Company or
any of its Subsidiaries which, individually or in the aggregate, has had, or is
reasonably likely to have, a Company Material Adverse Effect; or (iii) any
other action or event that would have required the consent of the Buyer
pursuant to Section 5.1 of this Agreement had such action or event occurred
after the date of this Agreement.

3.7 Taxes.

(a) The Company and each of its Subsidiaries has filed all Tax Returns (as
defined below) that it was required to file, and all such Tax Returns were
correct and complete except for any errors or omissions which would not,
individually or in the aggregate, have a Company Material Adverse Effect. The
Company and each of its Subsidiaries has paid on a timely basis all Taxes (as
defined below) that are shown to be due on any such Tax Returns. The unpaid
Taxes of the Company and its Subsidiaries for Tax periods through the date of
the Company Balance Sheet do not exceed the accruals and reserves for Taxes set
forth on the Company Balance Sheet exclusive of any accruals and reserves for
"deferred taxes" or similar items that reflect timing differences between Tax
and financial accounting principles. All Taxes that the Company or any of its
Subsidiaries is or was required by law to withhold or collect have been duly
withheld or collected and, to the extent required, have been paid to the proper
Governmental Entity. For purposes of this Agreement, (i) "Taxes" means all
taxes, charges, fees, levies or other similar assessments or liabilities,
including income, gross receipts, ad valorem, premium, value-added, excise,
real property, personal property, sales, use, services, transfer, withholding,
employment, payroll and franchise taxes imposed by the United States of America
or any state, local or foreign government, or any agency thereof, or other
political subdivision of the United States or any such government, and any
interest, fines, penalties, assessments or additions to tax resulting from,
attributable to or incurred in connection with any tax or any contest or
dispute thereof and (ii) "Tax Returns" means all reports, returns,
declarations, statements or other information required to be supplied to a
taxing authority in connection with Taxes.

(b) The Company has delivered to the Buyer correct and complete copies of
all federal income Tax Returns, examination reports and statements of
deficiencies assessed against or agreed to by the Company or any of its
Subsidiaries since inception. The federal income Tax Returns of the Company and
each of its Subsidiaries have been audited by the Internal Revenue Service or
are closed by the applicable statute of limitations for all taxable years
through the taxable year specified in Section 3.7(b) of the Company Disclosure
Schedule. The Company has made available to the Buyer correct and complete
copies of all other Tax Returns of the Company and its Subsidiaries together
with all related examination reports and statements of deficiency for all
periods from and after January 1, 1996. No examination or audit of any Tax
Return of the Company or

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any of its Subsidiaries by any Governmental Entity is currently in progress or,
to the knowledge of the Company, threatened or contemplated. Neither the
Company nor any of its Subsidiaries has been informed by any Governmental
Entity that the Governmental Entity believes that the Company or any of its
Subsidiaries was required to file any Tax Return that was not filed. Neither
the Company nor any of its Subsidiaries has waived any statute of limitations
with respect to Taxes or agreed to an extension of time with respect to a Tax
assessment or deficiency.

(c) Neither the Company nor any of its Subsidiaries: (i) is a "consenting
corporation" within the meaning of Section 341(f) of the Code, and none of the
assets of the Company or its Subsidiaries are subject to an election under
Section 341(f) of the Code; (ii) has been a United States real property holding
corporation within the meaning of Section 897(c)(2) of the Code during the
applicable period specified in Section 897(c)(l)(A)(ii) of the Code; (iii) has
made any payments, is obligated to make any payments, or is a party to any
agreement that could obligate it to make any payments that may be treated as an
"excess parachute payment" under Section 280G of the Code; (iv) has any actual
or potential liability for any Taxes of any person (other than the Company and
its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar
provision of law in any jurisdiction), or as a transferee or successor, by
contract, or otherwise; or (v) is or has been required to make a basis
reduction pursuant to Treasury Regulation Section 1.1502-20(b) or Treasury
Regulation Section 1.337(d)-2(b).

(d) None of the assets of the Company or any of its Subsidiaries: (i) is
property that is required to be treated as being owned by any other person
pursuant to the provisions of former Section 168(f)(8) of the Code; (ii) is
"tax-exempt use property" within the meaning of Section 168(h) of the Code; or
(iii) directly or indirectly secures any debt the interest on which is tax
exempt under Section 103(a) of the Code.

(e) Neither the Company nor any of its Subsidiaries has undergone, or will
undergo as a result of the transactions contemplated by the Agreement, a change
in its method of accounting resulting in an adjustment to its taxable income
pursuant to Section 481(h) of the Code.

(f) No state or federal "net operating loss" of the Company determined as of
the Closing Date is subject to limitation on its use pursuant to Section 382 of
the Code or comparable provisions of state law as a result of any "ownership
change" within the meaning of Section 382(g) of the Code or comparable
provisions of any state law occurring prior to the Closing Date.

(g) Neither the Company nor any of its Subsidiaries (i) is or has ever been
a member of a group of corporations with which it has filed (or been required
to file) consolidated, combined or unitary Tax Returns, other than a group of
which only the Company and its Subsidiaries are or were members or (ii) is a
party to or bound by any Tax indemnity, Tax sharing or Tax allocation
agreement.

3.8 Owned and Leased Real Properties.

(a) The Company does not and has never owned any real property.

(b) The Company has provided to the Buyer a complete and accurate list of
all real property leased by the Company or its Subsidiaries (collectively
"Company Leases") and the location of the premises. The Company is not in
default under any of the Company Leases. Each of the Company Leases is in full
force and effect and will not cease to be in full force and effect as a result
of the transactions contemplated by this Agreement.

3.9 Intellectual Property.

(a) The Company and its Subsidiaries exclusively own, or are licensed or
otherwise possess legally enforceable rights to use on an exclusive basis,
without any obligation to make any fixed or contingent payments, including any
royalty payments, all patents, trademarks, trade names, domain names, service
marks and copyrights, any applications for and registrations of such patents,
trademarks, trade names, domain names,

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service marks and copyrights, and all processes, formulae, methods, schematics,
technology, know-how, computer software programs or applications and tangible
or intangible proprietary information or material that are used or necessary to
conduct the business of the Company and its Subsidiaries as currently conducted
(the "Company Intellectual Property Rights").

(b) The execution and delivery of this Agreement and consummation of the
Merger will not result in the breach of, or create on behalf of any third party
the right to terminate or modify, any material license, sublicense or other
agreement relating to the Company Intellectual Property Rights, or any license,
sublicense and other agreement as to which the Company or any of its
Subsidiaries is a party and pursuant to which the Company or any of its
Subsidiaries is authorized to use any third party patents, trademarks,
copyrights or trade secrets (the "Company Third Party Intellectual Property
Rights"), including software that is used in the manufacture of, incorporated
in, or forms a part of any product or service sold by or expected to be sold by
a Company or any of its Subsidiaries.

(c) All patents, registered trademarks, service marks and copyrights which
are held by the Company or any of its Subsidiaries and which are material to
the business of the Company and its Subsidiaries, taken as a whole, are valid
and subsisting. The Company and its Subsidiaries have taken reasonable measures
to protect the proprietary nature of the Company Intellectual Property Rights
that are material to the business of the Company and its Subsidiaries, taken as
a whole, and to maintain in confidence all trade secrets and confidential
information owned or used by the Company or any of its Subsidiaries and that
are material to the business of the Company and its Subsidiaries, taken as a
whole. To the knowledge of the Company, no other person or entity is
infringing, violating or misappropriating any of the Company Intellectual
Property Rights. None of the activities or business previously or currently
conducted by the Company or any of the Subsidiaries infringes, violates or
constitutes a misappropriation of, any patents, trademarks, trade names,
service marks and copyrights, any applications for and registrations of such
patents, trademarks, trade names, service marks and copyrights, and all
processes, formulae, methods, schematics, technology, know-how, computer
software programs or applications and tangible or intangible proprietary
information or material of any other person or entity, except for any
infringement, violation or misappropriation that would not have a Company
Material Adverse Effect. Neither the Company nor any of its Subsidiaries has
received any complaint, claim or notice alleging any such infringement,
violation or misappropriation.

3.10 Agreements, Contracts and Commitments.

(a) There are no contracts or agreements that are material contracts (as
defined in Item 601(b)(10) of Regulation S-K) with respect to the Company and
its Subsidiaries (the "Company Material Contracts"), other than the Company
Material Contracts identified on the exhibit indices of the Company SEC Reports
filed prior to the date of this Agreement. Each Company Material Contract has
not expired by its terms and is in full force and effect. Neither the Company
nor any of its Subsidiaries is in violation of or in default under (nor does
there exist any condition which, upon the passage of time or the giving of
notice or both, would cause such a violation of or default under) any loan or
credit agreement, note, bond, mortgage, indenture, lease, permit, concession,
franchise, license or other contract, arrangement or understanding to which it
is a party or by which it or any of its properties or assets is bound, except
for violations or defaults which, individually or in the aggregate, have not
resulted in, and would not result in, a Company Material Adverse Effect.

(b) Section 3.10(b) of the Company Disclosure Schedule sets forth a complete
list of each contract or agreement to which the Company or any of its
Subsidiaries is a party or bound with any Affiliate of the Company (other than
any Subsidiary which is a direct or indirect wholly owned Subsidiary of the
Company).

(c) The Company is not a party to any agreement under which a third party
would be entitled to receive a license or any other right to intellectual
property of the Buyer or any of the Buyer's affiliates (as such term is defined
in Rule 405 promulgated under the Securities Act) following the Closing.

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3.11 Litigation. Except as disclosed in the Company SEC Reports filed prior
to the date of this Agreement, there is no action, suit, proceeding, claim,
arbitration or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company or any of its Subsidiaries which,
individually or in the aggregate, has had, or is reasonably likely to have, a
Company Material Adverse Effect. There are no judgments, orders or decrees
outstanding against the Company.

3.12 Environmental Matters.

(a) Except as disclosed in the Company SEC Reports filed prior to the date
of this Agreement and except for such matters which, individually or in the
aggregate, have not had, and would not have a Company Material Adverse Effect:
(i) the Company and each of its Subsidiaries has complied with, and is not in
violation of, any applicable Environmental Laws (as defined in Section
3.12(b)); (ii) the properties currently owned or operated by the Company and
its Subsidiaries (including soils, groundwater, surface water, buildings or
other structures) are not contaminated with any Hazardous Substances (as
defined in Section 3.12(c)); (iii) the properties formerly owned or operated by
the Company or any of its Subsidiaries were not contaminated with Hazardous
Substances prior to or during the period of ownership or operation by the
Company or any of its Subsidiaries; (iv) neither the Company nor its
Subsidiaries are subject to liability for any Hazardous Substance disposal or
contamination on the property of any third party; (v) neither the Company nor
any of its Subsidiaries have released any Hazardous Substance to the
environment; (vi) neither the Company nor any of its Subsidiaries has received
any notice, demand, letter, claim or request for information alleging that the
Company or any of its Subsidiaries may be in violation of, liable under or have
obligations under any Environmental Law; (vii) neither the Company nor any of
its Subsidiaries is subject to any orders, decrees, injunctions or other
arrangements with any Governmental Entity or is subject to any indemnity or
other agreement with any third party relating to liability under any
Environmental Law or relating to Hazardous Substances; and (viii) there are no
circumstances or conditions involving the Company or any of its Subsidiaries
that could reasonably be expected to result in any claims, liability,
obligations, investigations, costs or restrictions on the ownership, use or
transfer of any property of the Company or any of its Subsidiaries pursuant to
any Environmental Law.

(b) For purposes of this Agreement, "Environmental Law" means any law,
regulation, order, decree, permit, authorization, opinion, common law or agency
requirement of any jurisdiction relating to: (A) the protection, investigation
or restoration of the environment, human health and safety, or natural
resources, (B) the handling, use, presence, disposal, release or threatened
release of any Hazardous Substance or (C) noise, odor, wetlands, pollution,
contamination or any injury or threat of injury to persons or property.

(c) For purposes of this Agreement, "Hazardous Substance" means any
substance that is: (A) listed, classified, regulated or which falls within the
definition of a "hazardous substance" or "hazardous material" pursuant to any
Environmental Law; (B) any petroleum product or by-product, asbestos-containing
material, lead-containing paint or plumbing, polychlorinated biphenyls,
radioactive materials or radon; or (C) any other substance which is the subject
of regulatory action by any Governmental Entity pursuant to any Environmental
Law.

(d) Section 3.12(d) of the Company Disclosure Schedule sets forth a complete
and accurate list of all documents (whether in hard copy or electronic form)
that contain any environmental reports, investigations and audits relating to
premises currently or previously owned or operated by the Company or any of its
Subsidiaries (whether conducted by or on behalf of the Company or one of its
Subsidiaries or a third party, and whether done at the initiative of the
Company or one of its Subsidiaries or directed by a Governmental Entity or
other third party) which were issued or conducted during the past five years
and which the Company has possession of or access to. A complete and accurate
copy of each such document has been provided to the Buyer.

3.13 Employee Benefit Plans.

(a) Section 3.13(a) of the Company Disclosure Schedule sets forth a complete
and accurate list of all Employee Benefit Plans (as defined below) maintained,
or contributed to, by the Company, any Subsidiary of

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the Company or any ERISA Affiliate (as defined below) (together, the "Company
Employee Plans"). For purposes of this Agreement, the following terms shall
have the following meanings: (i) "Employee Benefit Plan" means any "employee
pension benefit plan" (as defined in Section 3(2) of ERISA), any "employee
welfare benefit plan" (as defined in Section 3(1) of ERISA), and any other
written or oral plan, agreement or arrangement involving direct or indirect
compensation, including insurance coverage, severance benefits, disability
benefits, deferred compensation, bonuses, stock options, stock purchase,
phantom stock, stock appreciation or other forms of incentive compensation or
post-retirement compensation; (ii) "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended; and (iii) "ERISA Affiliate" means any entity
which is, or at any applicable time was, a member of (1) a controlled group of
corporations (as defined in Section 414(b) of the Code), (2) a group of trades
or businesses under common control (as defined in Section 414(c) of the Code),
or (3) an affiliated service group (as defined under Section 414(m) of the Code
or the regulations under Section 414(o) of the Code), any of which includes or
included the Company or a Subsidiary.

(b) With respect to each Company Employee Plan, the Company has furnished to
the Buyer, a complete and accurate copy of (i) such Company Employee Plan (or a
written summary of any unwritten plan), (ii) the most recent annual report
(Form 5500) filed with the IRS, (iii) each trust agreement, group annuity
contract and summary plan description, if any, relating to such Company
Employee Plan and (iv) all reports regarding the satisfaction of the
nondiscrimination requirements of Sections 410(b), 401(k) and 401(m) of the
Code.

(c) Each Company Employee Plan has been administered in all material
respects in accordance with its terms and each of the Company, the Company's
Subsidiaries and their ERISA Affiliates has in all material respects met its
obligations with respect to such Company Employee Plan and has made all
required contributions thereto. With respect to the Company Employee Plans, no
event has occurred, and to the knowledge of the Company, there exists no
condition or set of circumstances in connection with which the Company or any
of its Subsidiaries could be subject to any liability under ERISA, the Code or
any other applicable law which, individually or in the aggregate, would have a
Company Material Adverse Effect.

(d) With respect to the Company Employee Plans, there are no funded benefit
obligations for which contributions have not been made or properly accrued and
there are no unfunded benefit obligations which have not been accounted for by
reserves, or otherwise properly footnoted in accordance with generally accepted
accounting principles, on the financial statements of the Company.

(e) All the Company Benefit Plans that are intended to be qualified under
Section 401(a) of the Code have received determination letters from the
Internal Revenue Service to the effect that such Company Benefit Plans are
qualified and the plans and trusts related thereto are exempt from federal
income taxes under Sections 401(a) and 501(a), respectively, of the Code, no
such determination letter has been revoked and revocation has not been
threatened, and no such Employee Benefit Plan has been amended or operated
since the date of its most recent determination letter or application therefor
in any respect, and no act or omission has occurred, that would adversely
affect its qualification or materially increase its cost.

(f) Neither the Company, any Subsidiary of the Company nor any ERISA
Affiliate has (i) ever maintained a Company Employee Plan which was ever
subject to Section 412 of the Code or Title IV of ERISA or (ii) ever been
obligated to contribute to a "multiemployer plan" (as defined in Section
4001(a)(3) of ERISA). No Company Benefit Plan is funded by, associated with or
related to a "voluntary employee's beneficiary association" within the meaning
of Section 501(c)(9) of the Code.

(g) Each Company Benefit Plan is amendable and terminable unilaterally by
the Company at any time without liability to the Company as a result thereof
and no Company Benefit Plan, plan documentation or agreement, summary plan
description or other written communication distributed generally to employees
by its terms prohibits the Company from amending or terminating any such
Company Benefit Plan.

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(h) Except as disclosed in the Company SEC Reports filed prior to the date
of this Agreement, neither the Company nor any of its Subsidiaries is a party
to any oral or written (i) agreement with any stockholders, director, executive
officer or other key employee of the Company or any of its Subsidiaries (A) the
benefits of which are contingent, or the terms of which are materially altered,
upon the occurrence of a transaction involving the Company or any of its
Subsidiaries of the nature of any of the transactions contemplated by this
Agreement, (B) providing any term of employment or compensation guarantee or
(C) providing severance benefits or other benefits after the termination of
employment of such director, executive officer or key employee; (ii) agreement,
plan or arrangement under which any person may receive payments from the
Company or any of its Subsidiaries that may be subject to the tax imposed by
Section 4999 of the Code or included in the determination of such person's
"parachute payment" under Section 280G of the Code; and (iii) agreement or plan
binding the Company or any of its Subsidiaries, including any stock option
plan, stock appreciation right plan, restricted stock plan, stock purchase plan
or severance benefit plan, any of the benefits of which will be increased, or
the vesting of the benefits of which will be accelerated, by the occurrence of
any of the transactions contemplated by this Agreement or the value of any of
the benefits of which will be calculated on the basis of any of the
transactions contemplated by this Agreement.

3.14 Compliance With Laws. The Company and each of its Subsidiaries has
complied with, is not in violation of, and has not received any notice alleging
any violation with respect to, any applicable provisions of any statute, law or
regulation with respect to the conduct of its business, or the ownership or
operation of its properties or assets, except for failures to comply or
violations which, individually or in the aggregate, have not had, and would not
have, a Company Material Adverse Effect.

3.15 Permits. The Company and each of its Subsidiaries have all permits,
licenses and franchises from Governmental Entities required to conduct their
businesses as now being conducted or as presently contemplated to be conducted
(the "Company Permits"), except for such permits, licenses and franchises the
absence of which, individually or in the aggregate, have not resulted in, and
would not result in, a Company Material Adverse Effect. The Company and its
Subsidiaries are in compliance, in all material respects, with the terms of the
Company Permits.

3.16 Registration Statement; Proxy Statement/Prospectus. The information to
be supplied by the Company for inclusion in the registration statement on Form
S-4 pursuant to which shares of Buyer Common Stock issued in the Merger will be
registered under the Securities Act (the "Registration Statement"), shall not
at the time the Registration Statement is declared effective by the SEC contain
any untrue statement of a material fact or omit to state any material fact
required to be stated in the Registration Statement or necessary in order to
make the statements in the Registration Statement, in light of the
circumstances under which they were made, not misleading. The information to be
supplied by the Company for inclusion in the proxy statement/prospectus (the
"Proxy Statement") to be sent to the stockholders of the Company in connection
with the meeting of the Company's stockholders to consider this Agreement and
the Merger (the "Company Meeting") shall not, on the date the Proxy Statement
is first mailed to stockholders of the Company, at the time of the Company
Meeting and at the Effective Time, contain any statement which, at such time
and in light of the circumstances under which it shall be made, is false or
misleading with respect to any material fact, or omit to state any material
fact necessary in order to make the statements made in the Proxy Statement not
false or misleading; or omit to state any material fact necessary to correct
any statement in any earlier communication with respect to the solicitation of
proxies for the Company Meeting which has become false or misleading. If at any
time prior to the Effective Time any event relating to the Company or any of
its Affiliates, officers or directors should be discovered by the Company which
should be set forth in an amendment to the Registration Statement or a
supplement to the Proxy Statement, the Company shall promptly inform the Buyer.

3.17 Labor Matters. Neither the Company nor any of its Subsidiaries is a
party to or otherwise bound by any collective bargaining agreement, contract or
other agreement or understanding with a labor union or labor organization.
Neither the Company nor any of its Subsidiaries is the subject of any
proceeding asserting that the Company or any of its Subsidiaries has committed
an unfair labor practice or is seeking to compel it to

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bargain with any labor union or labor organization, nor is there pending or,
to the knowledge of the Company, threatened, any labor strike, dispute,
walkout, work stoppage, slow-down or lockout involving the Company or any of
its Subsidiaries.

3.18 Insurance. Each of the Company and its Subsidiaries maintains the
insurance policies (the "Insurance Policies") set forth in Section 3.18 of the
Company Disclosure Schedule. Each Insurance Policy is in full force and effect
and is valid, outstanding and enforceable, and all premiums due thereon have
been paid in full. None of the Insurance Policies will terminate or lapse (or
be affected in any other materially adverse manner) by reason of the
transactions contemplated by this Agreement. The Company and its Subsidiaries
have complied in all material respects with the provisions of each Insurance
Policy under which it is the insured party. No insurer under any Insurance
Policy has canceled or generally disclaimed liability under any such policy or
indicated any intent to do so or not to renew any such policy. All material
claims under the Insurance Policies have been filed in a timely fashion.

3.19 Business Activity Restrictions. There is no non-competition or other
similar agreement, commitment, judgment, injunction, order to create to which
the Company or any Subsidiary of the Company is a party or subject to that has
or could reasonably be expected to have the effect of prohibiting or impairing
the conduct of the business by the Company in any material respect. The
Company has not entered into any agreement under which it is restricted in any
material respect from selling, licensing or otherwise distributing any of its
technology or products, or providing services to, customers or potential
customers or any class of customers, in any geographic area, during any period
of time or any segment of the market or line of business.

3.20 Year 2000 Compliance.

(a) The Company has conducted "year 2000" audits with respect to (i) all of
the internal systems of the Company and each of its Subsidiaries used in the
business or operations of the Company or any of its Subsidiaries, including,
without limitation, computer hardware systems, software applications,
firmware, equipment firmware and other embedded systems, and (ii) the
software, hardware, firmware and other technology which constitute part of the
products and services marketed or sold by the Company or any of its
Subsidiaries or licensed by the Company or any of its Subsidiaries to third
parties. The Company has obtained "year 2000" certificates with respect to all
material third-party systems used in connection with the business or
operations of the Company and its Subsidiaries.

(b) All of (i) the material internal systems of the Company and each of its
Subsidiaries used in the business or operations of the Company or any of its
Subsidiaries, as the case may be, including, without limitation, computer
hardware systems, software applications, firmware, equipment containing
embedded microchips and other embedded systems (collectively, the "Company
Systems"), and (ii) the software, hardware, firmware and other technology
which constitute part of the products and services marketed or sold by the
Company or any of its Subsidiaries or licensed by the Company or any of its
Subsidiaries to third parties (collectively, the "Company Products") are Year
2000 Compliant.

(c) The Company has no knowledge of any failure to be Year 2000 Compliant
of any material third-party system used in connection with the business or
operations of the Company and its Subsidiaries.

(d) For purposes of this Agreement, "Year 2000 Compliant" means that the
applicable system or item:

(i) accurately receives, records, stores, provides, recognizes and
processes all date and time data from, during, into and between the
twentieth and twenty-first centuries, the years 1999 and 2000 and all leap
years;

(ii) accurately performs all date-dependent calculations and operations
(including, without limitation, mathematical operations, sorting, comparing
and reporting) from, during, into and between the twentieth and twenty-
first centuries, the years 1999 and 2000 and all leap years; and

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(iii) does not malfunction, cease to function or provide invalid or
incorrect results as a result of (x) the change of years from 1999 to 2000
or from 2000 to 2001, (y) date data, including date data which represents
or references different centuries, different dates during 1999 and 2000, or
more than one century or (z) the occurrence of any particular date;

in each case without human intervention, other than original data entry;
provided, in each case, that all applications, hardware and other systems used
in conjunction with such system or item which are not owned or licensed by the
Company or any of its Subsidiaries correctly exchange date data with or provide
data to such system or item.

(e) Neither the Company nor any of its Subsidiaries has provided any
guarantee or warranty for any product sold or licensed, or service provided, by
the Company or any Subsidiary to the effect that such product or service (i)
complies with or accounts for the fact of the arrival of the year 2000, (ii)
will not be adversely affected with respect to functionality, interoperability,
performance or volume capacity (including, without limitation, the processing
and reporting of data) by virtue of the arrival of the year 2000 or (iii) is
otherwise Year 2000 Compliant.

3.21 Assets. Each of the Company and its Subsidiaries owns or leases all
tangible assets necessary for the conduct of its businesses as presently
conducted and as presently proposed to be conducted. All of such tangible
assets which are owned, are owned free and clear of all mortgages, security
interest, pledges, liens and encumbrances ("Liens") except for (i) Liens which
are disclosed in the Company SEC Reports filed prior to the date of this
Agreement and (ii) other Liens which, individually and in the aggregate, do not
materially interfere with the ability of the Company and its Subsidiaries to
conduct their business as currently conducted and as presently proposed to be
conducted and have not resulted in, and would not result in, a Company Material
Adverse Effect. The tangible assets of the Company and its Subsidiaries, taken
as a whole, are free from material defects, have been maintained in accordance
with normal industry practice, are in good operating condition and repair
(subject to normal wear and tear) and are suitable for the purpose for which
they are presently used.

3.22 Customers. No customer of the Company or any of its Subsidiaries that
represented 5% or more of the Company's consolidated revenues in the fiscal
year ended December 31, 1998 or in the six-month period ended June 30, 1999 has
indicated to the Company or any of its Subsidiaries that it will stop, or
decrease the rate of, buying products or services from the Company or any of
its Subsidiaries.

3.23 No Existing Discussions. As of the date of this Agreement, neither the
Company nor any of its Subsidiaries is engaged, directly or indirectly, in any
discussions or negotiations with any other party with respect to an Alternative
Transaction (as defined in Section 6.1).

3.24 Opinion of Financial Advisor. The financial advisor of the Company,
Deutsche Banc Alex. Brown, has delivered to the Company an opinion dated the
date of this Agreement to the effect, as of such date, that the Exchange Ratio
is fair to the holders of the Company Common Stock from a financial point of
view, a signed copy of which opinion has been delivered to the Buyer.

3.25 Section 203 of the DGCL Not Applicable. The Board of Directors of the
Company has taken all actions necessary so that the restrictions contained in
Section 203 of the DGCL applicable to a "business combination" (as defined in
Section 203) will not apply to the execution, delivery or performance of this
Agreement, the Company Stock Option Agreement, the Stockholder Agreements or
the consummation of the Merger or the other transactions contemplated by this
Agreement, the Company Stock Option Agreement or the Stockholder Agreements.

3.26 Tax Matters. To the Company's knowledge, after consulting with its
independent auditors, neither the Company nor any of its Affiliates has taken
or agreed to take any action which would prevent the Merger from constituting a
transaction qualifying as a reorganization under Section 368(a) of the Code.

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3.27 Transactions with Affiliates. Except as disclosed in the Company SEC
Reports filed prior to the date of this Agreement, neither the Company nor any
of its Subsidiaries has entered into any transaction with any director, officer
or other affiliate of the Company or any of its Subsidiaries or any transaction
that would be subject to proxy statement disclosure pursuant to Item 404 of
Regulation S-K.

3.28 Brokers; Schedule of Fees and Expenses.

(a) No agent, broker, investment banker, financial advisor or other firm or
person is or will be entitled to any broker's, finder's, financial advisor's or
other similar fee or commission in connection with any of the transactions
contemplated by this Agreement, except Deutsche Banc Alex. Brown, whose fees
and expense will be paid by the Company. The Company has delivered to the Buyer
a complete and accurate copy of all agreements pursuant to which Deutsche Banc
Alex. Brown is entitled to any fees and expenses in connection with any of the
transactions contemplated by this Agreement.

(b) Section 3.28(b) of the Company Disclosure Schedule sets forth a complete
and accurate list of the estimated fees and expenses incurred and to be
incurred by the Company and any of its Subsidiaries in connection with this
Agreement and the transactions contemplated by this Agreement (including the
fees and expenses of Deutsche Banc Alex. Brown and of the Company's legal
counsel and accountants).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER AND
THE TRANSITORY SUBSIDIARY

The Buyer and the Transitory Subsidiary represent and warrant to the Company
that the statements contained in this Article IV are true and correct, except
as set forth herein or in the disclosure schedule delivered by the Buyer to the
Company on or before the date of this Agreement (the "Buyer Disclosure
Schedule"). The Buyer Disclosure Schedule shall be arranged in paragraphs
corresponding to the numbered and lettered paragraphs contained in this Article
IV and the disclosure in any paragraph shall qualify other paragraphs in this
Article IV only to the extent that it is reasonably apparent from a reading of
such document that it also qualifies or applies to such other paragraphs.

4.1 Organization, Standing and Power. Each of the Buyer and the Transitory
Subsidiary and the Buyer's other Subsidiaries is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, has all requisite corporate power and authority to own, lease
and operate its properties and assets and to carry on its business as now being
conducted and as proposed to be conducted, and is duly qualified to do business
and is in good standing as a foreign corporation in each jurisdiction in which
the failure to be so qualified, individually or in the aggregate, would be
reasonably likely to have a material adverse effect on the business,
properties, financial condition, results of operations or prospects of the
Buyer and its Subsidiaries, taken as a whole, or to have a material adverse
effect on the ability of the Buyer to consummate the transactions contemplated
by this Agreement, excluding any material adverse effect (a) demonstrably shown
to have been proximately caused by the public announcement of, this Agreement,
the Buyer Stock Option Agreement or any of the transactions contemplated
thereby, or (b) arising or resulting from general industry, economic or stock
market conditions that affect the Buyer (or the markets in which the Buyer
competes) in a manner not disproportionate to the manner in which such
conditions affect other companies in the industries or markets in which the
Buyer competes.

4.2 Capitalization. The authorized capital stock of the Buyer consists of
400,000,000 shares of Buyer Common Stock and 5,000,000 shares of preferred
stock, $.01 par value per share (the "Buyer Preferred Stock"), of which (i) 250
shares are designated Series A Preferred Stock, (ii) 50,000 shares are
designated Series B Preferred Stock, (iii) 375,000 shares have been designated
as Series C Preferred Stock and (iv) 18,090.45 shares have been designated as
Series D Preferred Stock. As of the close of business on

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September 20, 1999, 116,177,788 shares of Buyer Common Stock were issued and
outstanding, and (i) no shares of Series A Preferred Stock, (ii) 35,000 shares
of Series B Preferred Stock (convertible into an aggregate of 1,384,538 shares
of Buyer Common Stock), (iii) 375,000 shares of Series C Preferred Stock
(convertible into an aggregate of 3,925,674 shares of Buyer Common Stock), and
(iv) 18,090.45 shares of Series D Preferred Stock (convertible into an
aggregate of 1,809,045 shares of Buyer Common Stock) were issued and
outstanding. All outstanding shares of Buyer Common Stock are, and all shares
of Buyer Common Stock subject to issuance upon conversion of outstanding shares
of Buyer Preferred Stock will be, upon issuance, duly authorized, validly
issued, fully paid and nonassessable. All of the shares of Buyer Common Stock
issuable in connection with the Merger, when issued in accordance with this
Agreement, will be duly authorized, validly issued, fully paid and
nonassessable.

4.3 Authority; No Conflict; Required Filings and Consents.

(a) Each of the Buyer and the Transitory Subsidiary has all requisite
corporate power and authority to enter into this Agreement and to consummate
the transactions contemplated by this Agreement. The execution and delivery of
this Agreement and the consummation of the transactions contemplated by this
Agreement by the Buyer and the Transitory Subsidiary have been duly authorized
by all necessary corporate action on the part of each of the Buyer and the
Transitory Subsidiary (including the approval of the Merger by the Buyer as the
sole stockholder of the Transitory Subsidiary). This Agreement and has been
duly executed and delivered by each of the Buyer and the Transitory Subsidiary
and constitutes the valid and binding obligation of each of the Buyer and the
Transitory Subsidiary, enforceable in accordance with its terms.

(b) The execution and delivery of this Agreement by each of the Buyer and
the Transitory Subsidiary does not, and the consummation of the transactions
contemplated by this Agreement will not, (i) conflict with, or result in any
violation or breach of, any provision of the Certificate of Incorporation or
By-laws of the Buyer or the Transitory Subsidiary, (ii) conflict with, or
result in any violation or breach of, or constitute (with or without notice or
lapse of time, or both) a default (or give rise to a right of termination,
cancellation or acceleration of any obligation or loss of any material benefit)
under, or require a consent or waiver under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, lease, license, contract or
other agreement, instrument or obligation to which the Buyer or any of its
Subsidiaries is a party or by which any of them or any of their properties or
assets may be bound, or (iii) subject to compliance with the requirements
specified in clause (i), (ii), (iii), (iv), (v) and (vi) of Section 4.3(c),
conflict with or violate any permit, concession, franchise, license, judgment,
injunction, order, decree, statute, law, ordinance, rule or regulation
applicable to the Buyer or any of its Subsidiaries or any of its or their
properties or assets, except in the case of (ii) and (iii) for any such
conflicts, violations, breaches, defaults, terminations, cancellations or
accelerations which, individually or in the aggregate, are not reasonably
likely to have a Buyer Material Adverse Effect.

(c) No consent, approval, license, permit, order or authorization of, or
registration, declaration, notice or filing with, any Governmental Entity is
required by or with respect to the Buyer or any of its Subsidiaries in
connection with the execution and delivery of this Agreement by the Buyer or
the Transitory Subsidiary or the consummation of the transactions contemplated
by this Agreement, except for (i) the filing of a pre-merger notification
report under the HSR Act, (ii) the filing of the Certificate of Merger with the
Delaware Secretary of State, (iii) the filing of the Registration Statement
with the SEC in accordance with the Securities Act, (iv) the filings of such
reports or schedules under Section 13 of the Exchange Act as may be required in
connection with this Agreement and the transactions contemplated hereby, (v)
such consents, approvals, orders, authorizations, registrations, declarations
and filings as may be required under applicable state securities laws and (vi)
the filing with the Nasdaq National Market of a Notification Form for Listing
of Additional Shares with respect to the Buyer Common Stock issuable in
connection with the Merger.

4.4 SEC Filings; Financial Statements.

(a) The Buyer has filed and made available to the Company all forms, reports
and other documents required to be filed by the Buyer with the SEC since
January 1, 1998. All such required forms, reports and

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other documents (including those that the Buyer may file after the date hereof
until the Closing) are referred to herein as the "Buyer SEC Reports." The Buyer
SEC Reports (i) were or will be filed on a timely basis, (ii) were or will be
prepared in compliance in all material respects with the applicable
requirements of the Securities Act and the Exchange Act, as the case may be,
and the rules and regulations of the SEC thereunder applicable to such Buyer
SEC Reports, and (iii) did not or will not at the time they were or are filed
contain any untrue statement of a material fact or omit to state a material
fact required to be stated in such Buyer SEC Reports or necessary in order to
make the statements in such Buyer SEC Reports, in the light of the
circumstances under which they were made, not misleading.

(b) Each of the consolidated financial statements (including, in each case,
any related notes and schedules) contained or to be contained in the Buyer SEC
Reports (i) complied or will comply as to form in all material respects with
applicable accounting requirements and the published rules and regulations of
the SEC with respect thereto, (ii) were or will be prepared in accordance with
generally accepted accounting principles applied on a consistent basis
throughout the periods involved (except as may be indicated in the notes to
such financial statements or, in the case of unaudited statements, as permitted
by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented or
will fairly present the consolidated financial position of the Buyer and its
Subsidiaries as of the dates and the consolidated results of its operations and
cash flows for the periods indicated, consistent with the books and records of
the Buyer and its Subsidiaries, except that the unaudited interim financial
statements were or are subject to normal and recurring year-end adjustments
which were not or are not expected to be material in amount. The unaudited
balance sheet of the Buyer as of April 30, 1999 is referred to herein as the
"Buyer Balance Sheet."

4.5 Absence of Certain Changes or Events. Except as disclosed in the Buyer
SEC Reports filed prior to the date of this Agreement, since the date of the
Buyer Balance Sheet, there has not been any event, change or development in the
business, properties, financial condition, results of operations or prospects
of the Buyer and its Subsidiaries, taken as a whole, which has had, or is
reasonably likely to have, a Buyer Material Adverse Effect.

4.6 Tax Matters. To the Buyer's knowledge, after consulting with its
independent auditors, neither the Buyer nor any of its Affiliates has taken or
agreed to take any action which would prevent the Merger from constituting a
transaction qualifying as a reorganization under Section 368(a) of the Code.

4.7 Litigation. Except as disclosed in the Buyer SEC Reports filed prior to
the date of this Agreement, there is no action, suit, proceeding, claim,
arbitration or investigation pending or, to the knowledge of the Buyer,
threatened against or affecting the Buyer or any of its Subsidiaries which,
individually or in the aggregate, has had, or is reasonably likely to have, a
Buyer Material Adverse Effect. There are no judgments, orders or decrees
outstanding against the Buyer.

4.8 Compliance with Laws. Each of the Buyer and the Transitory Subsidiary
has complied with, is not in violation of, and has not received any notice
alleging any violation with respect to, any applicable provisions of any
statute, law or regulation with respect to the conduct of its business, or the
ownership or operation of its properties or assets, except for failures to
comply or violations which, individually or in the aggregate, have not had, and
would not have, a Buyer Material Adverse Effect.

4.9 Registration Statement; Proxy Statement/Prospectus. The information in
the Registration Statement (except for information supplied by the Company for
inclusion in the Registration Statement, as to which the Buyer makes no
representation and which shall not constitute part of the Buyer SEC Report for
purposes of this Agreement) shall not at the time the Registration Statement is
declared effective by the SEC contain any untrue statement of a material fact
or omit to state any material fact required to be stated in the Registration
Statement or necessary in order to make the statements in the Registration
Statement, in light of the circumstances under which they were made, not
misleading. If at any time prior to the Effective Time any event relating to
the Buyer or any of its Affiliates, officers or directors should be discovered
by the Buyer which should be set forth in an amendment to the Registration
Statement, the Buyer shall promptly inform the Company.

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4.10 Operations of the Transitory Subsidiary. The Transitory Subsidiary was
formed solely for the purpose of engaging in the transactions contemplated by
this Agreement, has engaged in no other business activities and has conducted
its operations only as contemplated by this Agreement.

ARTICLE V

CONDUCT OF BUSINESS

5.1 Covenants of the Company. Except as expressly provided herein or in
Section 5.1 of the Company Disclosure Schedule, as consented to in writing by
the Buyer, from and after the date of this Agreement until the earlier of the
termination of this Agreement in accordance with its terms or the Effective
Time, the Company shall, and shall cause each of its Subsidiaries to, act and
carry on its business in the usual, regular and ordinary course in
substantially the same manner as previously conducted, pay its debts and Taxes
and perform its other obligations when due (subject to good faith disputes over
such debts, Taxes or obligations), and use all reasonable efforts, consistent
with past practices, to maintain and preserve its and each Subsidiary's
business organization, assets and properties, and preserve its advantageous
business relationships with customers, suppliers, distributors and others
having business dealings with it. Without limiting the generality of the
foregoing, from and after the date of this Agreement until the earlier of the
termination of this Agreement in accordance with its terms or the Effective
Time, the Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, do any of the following without the prior written
consent of the Buyer:

(a) (A) declare, set aside or pay any dividends on, or make any other
distributions (whether in cash, securities or other property) in respect of,
any of its capital stock (other than dividends and distributions by a direct or
indirect wholly owned subsidiary of the company to its parent); (B) split,
combine or reclassify any of its capital stock or issue or authorize the
issuance of any other securities in respect of, in lieu of or in substitution
of shares of its capital stock; or (C) purchase, redeem or otherwise acquire
any shares of its capital stock or any other securities thereof or any rights,
warrants or options to acquire any such shares or other securities;

(b) issue, deliver, sell, grant, pledge or otherwise dispose of or encumber
any shares of its capital stock, any other voting securities or any securities
convertible into or exchangeable for, or any rights, warrants or options to
acquire, any such shares, voting securities or convertible or exchangeable
securities (other than the issuance of shares of Company Common Stock upon the
exercise of Company Options or Company Warrants outstanding on the date of this
Agreement in accordance with their present terms) and granting of options to
new employees in the ordinary course of business for an aggregate number of
shares of Company Common Stock equal to 200,000 ("Permitted New Options");

(c) amend its certificate of incorporation, by-laws or other comparable
charter or organizational documents, except as expressly provided by this
Agreement;

(d) acquire (A) by merging or consolidating with, or by purchasing a
substantial portion of the assets or any stock of, or by any other manner, any
business or any corporation, partnership, joint venture, limited liability
company, association or other business organization or division thereof or (B)
any assets that are material, in the aggregate, to the Company and the
Subsidiaries, taken as a whole, except purchases of inventory in the ordinary
course of business consistent with past practice;

(e) except in the ordinary course of business consistent with past practice,
sell, lease, license, pledge, or otherwise dispose of or encumber any
properties or assets of the Company or of any of its Subsidiaries;

(f) whether or not in the ordinary course of business or consistent with
past practice, sell or dispose of any assets material to the Company and its
Subsidiaries, taken as a whole (including any accounts, leases, contracts or
intellectual property or any assets or the stock of any Subsidiaries, but
excluding the sale of products in the ordinary course of business consistent
with past practice);

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(g) adopt or implement any stockholder rights plan;

(h) except as permitted by Section 6.1, enter into an agreement with
respect to any merger, consolidation, liquidation or business combination, or
any acquisition or disposition of all or substantially all of the assets or
securities of the Company or any of its Subsidiaries;

(i) (A) incur or suffer to exist any indebtedness for borrowed money other
than such indebtedness which existed as of June 30, 1999 as reflected on the
Company Balance Sheet or guarantee any such indebtedness of another person,
(B) issue or sell any debt securities or warrants or other rights to acquire
any debt securities of the Company or any of its Subsidiaries, guarantee any
debt securities of another person, enter into any "keep well" or other
agreement to maintain any financial statement condition of another person or
enter into any arrangement having the economic effect of any of the foregoing,
or (C) make any loans, advances (other than routine advances to employees of
the company in the ordinary course of business consistent with post practice)
or capital contributions to, or investment in, any other person;

(j) make any capital expenditures or expenditures with respect to property,
plant or equipment in excess of $2,000,000 in the aggregate for the Company
and its Subsidiaries, taken as a whole;

(k) make any changes in accounting methods, principles or practices, except
insofar as may have been required by a change in generally accepted accounting
principles or, except as so required, change any assumption underlying, or
method of calculating, any bad debt, contingency or other reserve;

(l) (A) pay, discharge, settle or satisfy any claims, liabilities or
obligations (absolute, accrued, asserted or unasserted, contingent or
otherwise), other than the payment, discharge or satisfaction, in the ordinary
course of business consistent with past practice or in accordance with their
terms, of liabilities reflected or reserved against in, or contemplated by,
the most recent consolidated financial statements (or the notes thereto) of
the Company included in the Company SEC Reports filed prior to the date of
this Agreement (to the extent so reflected or reserved against) or incurred
thereafter in the ordinary course of business consistent with past practice,
or (B) waive any material benefits of any confidentiality, standstill or
similar agreements to which the Company or any of its Subsidiaries is a party;

(m) modify, amend or terminate any material contract or agreement to which
the Company or any of its Subsidiaries is party, or knowingly waive, release
or assign any material rights or claims (including any write-off or other
compromise of any accounts receivable of the Company of any of its
Subsidiaries);

(n) (A) except in the ordinary course of business consistent with past
practice enter into any material contract or agreement or (B) license any
material intellectual property rights to or from any third party;

(o) except as required to comply with applicable law or agreements, plans
or arrangements existing on the date hereof, (A) adopt, enter into, terminate
or amend any employment, severance or similar agreement or benefit plan for
the benefit or welfare of any current or former director, officer or employee
or any collective bargaining agreement, (B) increase in any material respect
the compensation or fringe benefits of, or pay any bonus to, any director,
officer or key employee, (C) accelerate the payment, right to payment or
vesting of any compensation or benefits, including any outstanding options or
restricted stock awards, (D) pay any material benefit not provided for as of
the date of this Agreement under any benefit plan, (E) grant any awards under
any bonus, incentive, performance or other compensation plan or arrangement or
benefit plan (including the grant of stock options, stock appreciation rights,
stock based or stock related wards, performance units or restricted stock, or
the removal of existing restrictions in any benefit plans or agreements or
awards made thereunder), or (F) take any action other than in the ordinary
course of business consistent with past practice to fund or in any other way
secure the payment of compensation or benefits under any employee plan,
agreement, contract or arrangement or benefit plan, except for the grant of
Permitted New Options;

(p) make or rescind any Tax election, settle or compromise any Tax
liability or amend any Tax return;

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(q) initiate, compromise or settle any material litigation or arbitration
proceeding;

(r) close any material facility or office;

(s) invest funds in debt securities or other instruments maturing more than
90 days after the date of investment;

(t) fail to pay accounts payable and other obligations in the ordinary
course of business consistent with past practice; or

(u) authorize any of, or commit or agree, in writing or otherwise, to take
any of, the foregoing actions or any action which would make any representation
or warranty in Article III untrue or incorrect in any material respect, or
would materially impair or prevent the occurrence of any conditions Article VII
hereof.

5.2 Cooperation. Subject to compliance with applicable law, from and after
the date of this Agreement and continuing until the earlier of the termination
of this Agreement in accordance with its terms or the Effective Time, the
Company and each of its Subsidiaries shall make its officers available to
confer on a regular and frequent basis with one or more representatives of the
Buyer to report on the general status of ongoing operations and shall promptly
provide the Buyer or its counsel with copies of all filings made by such party
with any Governmental Entity in connection with this Agreement, the Merger and
the transactions contemplated hereby.

5.3 Confidentiality. The parties acknowledge that the Buyer and the Company
have previously executed a Mutual Confidentiality Agreement, dated as of
September 21, 1999 (the "Confidentiality Agreement"), which Confidentiality
Agreement will continue in full force and effect in accordance with its terms,
except as expressly modified herein.

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1 No Solicitation.

(a) From and after the date of this Agreement until the earlier of the
termination of this Agreement in accordance with its terms or the Effective
Time, the Company and its Subsidiaries shall not, directly or indirectly,
through any officer, director, employee, financial advisor, representative or
agent (i) solicit, initiate, or encourage any inquiries or proposals that
constitute, or could reasonably be expected to lead to, an Alternative
Transaction (as defined below), other than the transactions contemplated by
this Agreement, (ii) engage in negotiations or discussions concerning, or
provide any non-public information to any person or entity relating to, any
Alternative Transaction, or (iii) agree to or recommend any Alternative
Transaction; provided, however, that, if the Company has not breached this
Section 6.1, nothing contained in this Agreement shall prevent the Company or
its Board of Directors, from:

(A) furnishing non-public information to, or entering into discussions
or negotiations with, any person or entity in connection with an
unsolicited bona fide written proposal for an Alternative Transaction by
such person or entity or recommending an unsolicited bona fide written
Alternative Transaction to the stockholders of the Company, if and only to
the extent that

(1) the Board of Directors of the Company believes in good faith
(after consultation with its financial advisor) that such Alternative
Transaction is reasonably capable of being completed on the terms
proposed and would, if consummated, result in a transaction more
favorable than the transaction contemplated by this Agreement (any such
more favorable Alternative Transaction being referred to in this
Agreement as a "Superior Proposal") and the Company's Board of
Directors determines in good faith after consultation with outside
legal counsel that failure to take such action would be reasonably
likely to constitute a breach of its fiduciary duties to stockholders
under applicable law,

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(2) prior to furnishing such non-public information to, or entering
into discussions or negotiations with, such person or entity, such
Board of Directors receives from such person or entity an executed
confidentiality agreement with terms no less favorable to such party
than those contained in the Confidentiality Agreement, and

(3) prior to recommending a Superior Proposal, the Company shall
provide the Buyer with at least five business days' prior notice of its
proposal to do so, during which time the Buyer may make, and in such
event the Company shall consider, a counterproposal to such Superior
Proposal, and the Company shall itself and shall cause its financial
and legal advisors to negotiate in good faith on its behalf with the
Buyer with respect to the terms and conditions of such counterproposal;
or

(B) complying with Rule 14d-9 and 14e-2 promulgated under the Exchange
Act with regard to an Alternative Transaction.

As used in this Agreement, "Alternative Transaction" means either (i) a
transaction pursuant to which any person (or group of persons) other than the
Buyer or its affiliates (a "Third Party"), acquires more than 20% of the
outstanding shares of the Company Common Stock pursuant to a tender offer or
exchange offer or otherwise, (ii) a merger or other business combination
involving the Company pursuant to which any Third Party acquires more than 20%
of the outstanding shares of Company Common Stock or of the entity surviving
such merger or business combination, (iii) any other transaction pursuant to
which any Third Party acquires control of assets (including for this purpose
the outstanding equity securities of Subsidiaries of the Company, and the
entity surviving any merger or business combination including any of them) of
the Company having a fair market value equal to more than 20% of the fair
market value of all the assets of the Company immediately prior to such
transaction, or (iv) any public announcement by a Third Party of a proposal,
plan or intention to do any of the foregoing or any agreement to engage in any
of the foregoing.

(b) The Company will immediately cease any and all existing activities,
discussions or negotiations with any parties conducted heretofore of the nature
described in Section 6.1(a) and will use reasonable efforts to obtain the
return of any confidential information furnished to any such parties.

(c) The Company shall notify the Buyer immediately (but in any event, within
24 hours) after receipt by the Company (or its advisors) of any proposal for an
Alternative Transaction or any request for nonpublic information in connection
with an Alternative Transaction or for access to the properties, books or
records of the Company by any person or entity that informs the Company that it
is considering making, or has made, an Alternative Transaction. Such notice
shall be made orally and in writing and shall indicate in reasonable detail the
identity of the offer or and the terms and conditions of such proposal, inquiry
or contact. The Company shall continue to keep the Buyer informed, on a current
basis, of the status of any such discussions or negotiations and the terms
being discussed or negotiated.

(d) Nothing in this Section 6.1 shall (i) permit the Company to terminate
this Agreement (except as specifically provided in Section 8.1 hereof), (ii)
permit the Company to enter into any agreement with respect to an Alternative
Transaction during the term of this Agreement (it being agreed that during the
term of this Agreement, the Company shall not enter into any agreement with any
person that provides for, or in any way facilitates, an Alternative Transaction
(other than a confidentiality agreement of the type referred to in Section
6.1(a) above)) or (iii) affect any other obligation of the Company under this
Agreement.

6.2 Proxy Statement/Prospectus; Registration Statement.

(a) As promptly as practicable after the execution of this Agreement, the
Buyer and the Company shall prepare and the Company shall file with the SEC the
Proxy Statement, and the Buyer shall prepare and file with the SEC the
Registration Statement, in which the Proxy Statement will be included as a
prospectus, provided that the Buyer may delay the filing of the Registration
Statement until approval of the Proxy Statement by the SEC. The Buyer and the
Company shall use reasonable efforts to cause the Registration Statement to
become effective as soon after such filing as practicable. Each of the Buyer
and the Company will

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respond to any comments of the SEC and will use its respective reasonable
efforts to have the Proxy Statement cleared by the SEC and the Registration
Statement declared effective under the Securities Act as promptly as
practicable after such filings and the Company will cause the Proxy Statement
and the prospectus contained within the Registration Statement to be mailed to
its stockholders at the earliest practicable time after both the Proxy
Statement is cleared by the SEC and the Registration Statement is declared
effective under the Securities Act. Each of the Buyer and the Company will
notify the other promptly upon the receipt of any comments from the SEC or its
staff or any other government officials and of any request by the SEC or its
staff or any other government officials for amendments or supplements to the
Registration Statement, the Proxy Statement or any filing pursuant to Section
6.2(b) or for additional information and will supply the other with copies of
all correspondence between such party or any of its representatives, on the one
hand, and the SEC, or its staff or any other government officials, on the other
hand, with respect to the Registration Statement, the Proxy Statement, the
Merger or any filing pursuant to Section 6.2(b). Each of the Buyer and the
Company will cause all documents that it is responsible for filing with the SEC
or other regulatory authorities under this Section 6.2 to comply in all
material respects with all applicable requirements of law and the rules and
regulations promulgated thereunder. Whenever any event occurs which is required
to be set forth in an amendment or supplement to the Proxy Statement, the
Registration Statement or any filing pursuant to Section 6.2(b), the Buyer or
the Company, as the case may be, will promptly inform the other of such
occurrence and cooperate in filing with the SEC or its staff or any other
government officials, and/or mailing to stockholders of the Company, such
amendment or supplement.

(b) The Buyer and the Company shall make all necessary filings with respect
to the Merger under the Securities Act, the Exchange Act, applicable state blue
sky laws and the rules and regulations thereunder.

6.3 Nasdaq Quotation. The Company agrees to continue the quotation of the
Company Common Stock on the Nasdaq National Market during the term of this
Agreement.

6.4 Access to Information. The Company shall (and shall cause each of its
Subsidiaries to) afford to the Buyer's officers, employees, accountants,
counsel and other representatives, reasonable access, during normal business
hours during the period prior to the Effective Time, to all its properties,
books, contracts, commitments, personnel and records and, during such period,
the Company shall (and shall cause each of its Subsidiaries to) furnish
promptly to the Buyer (a) a copy of each report, schedule, registration
statement and other document filed or received by it during such period
pursuant to the requirements of federal or state securities laws and (b) all
other information concerning its business, properties, assets and personnel as
the Buyer may reasonably request. Unless otherwise required by law, the Buyer
will hold any such information which is nonpublic in confidence in accordance
with the Confidentiality Agreement. No information or knowledge obtained in any
investigation pursuant to this Section or otherwise shall affect or be deemed
to modify any representation or warranty contained in this Agreement or the
conditions to the obligations of the parties to consummate the Merger.

6.5 Stockholders Meetings; Lock-Up Agreements.

(a) The Company, acting through its Board of Directors, shall, subject to
and according to applicable law and its Certificate of Incorporation and By-
laws, promptly and duly call, give notice of, convene and hold as soon as
practicable following the date on which the Registration Statement becomes
effective the Company Meeting for the purpose of voting to approve and adopt
this Agreement and the Merger (the "Company Voting Proposal"). The Board of
Directors of the Company shall (i) recommend approval and adoption of the
Company Voting Proposal by the stockholders of the Company and include in the
Proxy Statement such recommendation and (ii) take all reasonable and lawful
action to solicit and obtain such approval; provided, however, that in response
to a proposal for an Alternative Transaction the Board of Directors of the
Company may withdraw such recommendation if (but only if) (i) the Board of
Directors of the Company has received a Superior Proposal, (ii) such Board of
Directors upon advice of its outside legal counsel determines that failure to
recommend such Superior Proposal to the stockholders of the Company would be
reasonably likely to constitute a breach of its fiduciary duties under
applicable law, and (iii) the Company has complied with the provisions of
Section 6.1.

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(b) The Company shall call and hold the Company Meeting for the purpose of
voting upon the approval of this Agreement and the Merger whether its Board of
Directors at any time subsequent to the date hereof determines that this
Agreement is no longer advisable or recommends that the Company's stockholders
reject it.

(c) The stockholders of the Company listed on Section 6.5(c) of the Company
Disclosure Schedule have each executed and delivered a Stockholder Agreement to
the Buyer concurrently with the signing of this Agreement.

(d) The Company shall use its reasonable best efforts to cause the employees
of the Company designated on Section 6.5(d) of the Company Disclosure Schedule
to execute and deliver to the Buyer (i) an Employee Lock-Up Agreement and (ii)
a Non-Compete Agreement (in a form agreed upon by the Buyer and the Company).
The stockholders of the Company designated on Section 6.5(d) of the Company
Disclosure Schedule have each executed and delivered a Stockholder Lock-Up
Agreement to the Buyer.

6.6 Legal Conditions to the Merger.

(a) Subject to the terms hereof, the Company and the Buyer shall each use
its reasonable efforts to (i) take, or cause to be taken, all actions, and do,
or cause to be done, and to assist and cooperate with the other parties in
doing, all things necessary, proper or advisable to consummate and make
effective the transactions contemplated hereby as promptly as practicable, (ii)
obtain from any Governmental Entity or any other third party any consents,
licenses, permits, waivers, approvals, authorizations, or orders required to be
obtained or made by the Company or the Buyer or any of their Subsidiaries in
connection with the authorization, execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby, (iii) as promptly as
practicable, make all necessary filings, and thereafter make any other required
submissions, with respect to this Agreement and the Merger required under (A)
the Securities Act and the Exchange Act, and any other applicable federal or
state securities laws, (B) the HSR Act and any related governmental request
thereunder, and (C) any other applicable law and (iv) execute or deliver any
additional instruments necessary to consummate the transactions contemplated
by, and to fully carry out the purposes of, this Agreement. The Company and the
Buyer shall cooperate with each other in connection with the making of all such
filings, including providing copies of all such documents to the non-filing
party and its advisors prior to filing and, if requested, to accept all
reasonable additions, deletions or changes suggested in connection therewith.
The Company and the Buyer shall use their respective reasonable efforts to
furnish to each other all information required for any application or other
filing to be made pursuant to the rules and regulations of any applicable law
(including all information required to be included in the Proxy Statement and
the Registration Statement) in connection with the transactions contemplated by
this Agreement.

(b) Subject to the terms hereof, the Buyer and the Company agree, and shall
cause each of their respective Subsidiaries, to cooperate and to use their
respective reasonable efforts to obtain any government clearances or approvals
required for Closing under the HSR Act, the Sherman Act, as amended, the
Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any
other federal, state or foreign law or, regulation or decree designed to
prohibit, restrict or regulate actions for the purpose or effect of
monopolization or restraint of trade (collectively "Antitrust Laws"), to
respond to any government requests for information under any Antitrust Law, and
to contest and resist any action, including any legislative, administrative or
judicial action, and to have vacated, lifted, reversed or overturned any
decree, judgment, injunction or other order (whether temporary, preliminary or
permanent) (an "Antitrust Order") that restricts, prevents or prohibits the
consummation of the Merger or any other transactions contemplated by this
Agreement under any Antitrust Law. The parties hereto will consult and
cooperate with one another, and consider in good faith the views of one
another, in connection with any analyses, appearances, presentations,
memoranda, briefs, arguments, opinions and proposals made or submitted by or on
behalf of any party hereto in connection with proceedings under or relating to
any Antitrust Law. The Buyer shall be entitled to direct any proceedings or
negotiations with any Governmental Entity relating to any of the foregoing,
provided that it shall afford the Company a reasonable opportunity to
participate therein. Notwithstanding anything to the contrary in this Section,
neither

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the Buyer nor any of its Subsidiaries shall be required to (i) divest any of
their respective businesses, product lines or assets, or to take or agree to
take any other action or agree to any limitation, that could reasonably be
expected to have a material adverse effect on the Buyer or on the Buyer
combined with the Company after the Effective Time or (ii) take any action
under this Section if the United States Department of Justice or the United
States Federal Trade Commission authorizes its staff to seek a preliminary
injunction or restraining order to enjoin consummation of the Merger.

(c) Each of the Company and the Buyer shall give (or shall cause their
respective Subsidiaries to give) any notices to third parties, and use, and
cause their respective Subsidiaries to use, their reasonable efforts to obtain
any third party consents related to or required in connection with the Merger
that are (A) necessary to consummate the transactions contemplated hereby, (B)
disclosed or required to be disclosed in the Company Disclosure Schedule or the
Buyer Disclosure Schedule, as the case may be, or (C) required to prevent a
Company Material Adverse Effect or a Buyer Material Adverse Effect from
occurring prior to or after the Effective Time.

6.7 Public Disclosure. The Buyer and the Company shall each use its
reasonable efforts to consult with the other before issuing any press release
or otherwise making any public statement with respect to the Merger or this
Agreement and shall not issue any such press release or make any such public
statement prior to using such efforts, except as may be required by law.

6.8 Tax-Free Reorganization. The Buyer and the Company shall each use its
reasonable efforts to cause the Merger to be treated as a reorganization within
the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this
Agreement as a plan of reorganization.

6.9 Affiliate Agreements. Upon the execution of this Agreement, the Company
will provide the Buyer with a list of those persons who are, in the Company's
reasonable judgment, "affiliates" of the Company, within the meaning of Rule
145 (each such person who is an "affiliate" of the Company within the meaning
of Rule 145 is referred to as an "Affiliate") promulgated under the Securities
Act ("Rule 145"). The Company shall provide to the Buyer such information and
documents as the Buyer shall reasonably request for purposes of reviewing such
list and shall notify the Buyer in writing regarding any change in the identity
of its Affiliates prior to the Closing Date. The Company shall use its
reasonable efforts to deliver or cause to be delivered to the Buyer by October
21, 1999 (and in any case prior to the mailing of the Proxy Statement) from
each of its Affiliates, an executed Affiliate Agreement, in substantially the
form appended hereto as Exhibit D (the "Affiliate Agreement"). The Buyer shall
be entitled to place appropriate legends on the certificates evidencing any
shares of Buyer Common Stock to be received by Rule 145 Affiliates of the
Company pursuant to the terms of this Agreement, and to issue appropriate stop
transfer instructions to the transfer agent for the Buyer Common Stock
(provided that such legends or stop transfer instructions shall be removed, two
years after the Effective Date, upon the request of any stockholder that is not
then an Affiliate of the Buyer).

6.10 Nasdaq National Market Listing. The Buyer shall file with the Nasdaq
National Market a Notification Form for Listing of Additional Shares with
respect to the Buyer Common Stock issuable in connection with the Merger.

6.11 Company Stock Plans and the Company Warrants.

(a) At the Effective Time, each outstanding Company Stock Option under
Company Stock Plans, whether vested or unvested, shall be deemed to constitute
an option to acquire, on the same terms and conditions as were applicable under
the Company Stock Option immediately prior to the Effective Time, the same
number of shares of Buyer Common Stock as the holder of the Company Stock
Option would have been entitled to receive pursuant to the Merger had such
holder exercised such option in full immediately prior to the Effective Time
(rounded down to the nearest whole number), at a price per share (rounded up to
the nearest whole cent) equal to (y) the aggregate exercise price for the
shares of Company Common Stock purchasable pursuant to the Company Stock Option
immediately prior to the Effective Time divided by (z) the number of full
shares of Buyer Common Stock deemed purchasable pursuant to the Company Stock
Option in accordance with the foregoing.

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(b) As soon as practicable after the Effective Time, the Buyer shall deliver
to the participants in the Company Stock Plans appropriate notice setting
forth such participants' rights pursuant thereto and the grants pursuant to
the Company Stock Plans shall continue in effect on the same terms and
conditions (subject to the adjustments required by this Section after giving
effect to the Merger).

(c) The Buyer shall take all corporate action necessary to reserve for
issuance a sufficient number of shares of Buyer Common Stock for delivery
under the Company Stock Plans assumed in accordance with this Section. As soon
as practicable after the Effective Time, the Buyer shall file a registration
statement on Form S-8 (or any successor form) or another appropriate form with
respect to the shares of Buyer Common Stock subject to such options and shall
use its best efforts to maintain the effectiveness of such registration
statement or registration statements (and maintain the current status of the
prospectus or prospectuses contained therein) for so long as such options
remain outstanding.

(d) The Board of Directors of the Company shall, prior to or as of the
Effective Time, take all necessary actions, pursuant to and in accordance with
the terms of Company Stock Plans and the instruments evidencing the Company
Stock Options, to provide for the conversion of the Company Stock Options into
options to acquire Buyer Common Stock in accordance with this Section, and
that no consent of the holders of the Company Stock Options is required in
connection with such conversion.

(e) The Company shall terminate its Employee Stock Purchase Plan in accordance
with its terms as of or prior to the Effective Time.

6.12 Stockholder Litigation. Until the earlier of the termination of this
Agreement in accordance with its terms or the Effective Time, the Company
shall give the Buyer the opportunity to participate in the defense or
settlement of any stockholder litigation against the Company or its Board of
Directors relating to this Agreement or any of the transactions contemplated
by this Agreement, and shall not settle any such litigation without the
Buyer's prior written consent, which will not be unreasonably withheld or
delayed.

6.13 Indemnification. From and after the Effective Time, the Buyer shall,
to the fullest extent permitted by law, cause the Surviving Corporation, for a
period of six years from the Effective Time, to honor all of the Company's
obligations to indemnify and hold harmless each present and former director
and officer of the Company (the "Indemnified Parties"), against any costs or
expenses (including attorneys' fees), judgments, fines, losses, claims,
damages, liabilities or amounts paid in settlement incurred in connection with
any claim, action, suit, proceeding or investigation, whether civil, criminal,
administrative or investigative, arising out of or pertaining to matters
existing or occurring at or prior to the Effective Time, whether asserted or
claimed prior to, at or after the Effective Time, to the extent that such
obligations to indemnify and hold harmless exist on the date of this
Agreement.

6.14 Notification of Certain Matters. The Buyer will give prompt notice to
the Company, and the Company will give prompt notice to the Buyer, of the
occurrence, or failure to occur, of any event, which occurrence or failure to
occur would be reasonably likely to cause (a) (i) any representation or
warranty of such party contained in this Agreement that is qualified as to
materiality to be untrue or inaccurate in any respect or (ii) any other
representation or warranty of such party contained in this Agreement to be
untrue or inaccurate in any material respect, in each case at any time from
and after the date of this Agreement until the Effective Time, or (b) any
material failure of the Buyer and the Transitory Subsidiary or the Company, as
the case may be, or of any officer, director, employee or agent thereof, to
comply with or satisfy any covenant, condition or agreement to be complied
with or satisfied by it under this Agreement. Notwithstanding the above, the
delivery of any notice pursuant to this Section will not limit or otherwise
affect the remedies available hereunder to the party receiving such notice or
the conditions to such party's obligation to consummate the Merger.

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ARTICLE VII

CONDITIONS TO MERGER

7.1 Conditions to Each Party's Obligation To Effect the Merger. The
respective obligations of each party to this Agreement to effect the Merger
shall be subject to the satisfaction prior to the Closing Date of the following
conditions:

(a) Stockholder Approval. The Company Voting Proposal shall have been
approved and adopted at the Company Meeting, at which a quorum is present, by
the affirmative vote of the holders of a majority of the shares of the Company
Common Stock outstanding on the record date for the Company Meeting.

(b) HSR Act. The waiting period applicable to the consummation of the Merger
under the HSR Act shall have expired or been terminated.

(c) Governmental Approvals. Other than the filings provided for by Section
1.1, all authorizations, consents, orders or approvals of, or declarations or
filings with, or expirations of waiting periods imposed by, any Governmental
Entity, the failure of which to file, obtain or occur is reasonably likely to
have a Buyer Material Adverse Effect or a Company Material Adverse Effect shall
have been filed, been obtained or occurred.

(d) Registration Statement. The Registration Statement shall have become
effective under the Securities Act and shall not be the subject of any stop
order or proceedings seeking a stop order.

(e) No Injunctions. No Governmental Entity of competent jurisdiction shall
have enacted, issued, promulgated, enforced or entered any order, executive
order, stay, decree, judgment or injunction (each an "Order") or statute, rule
or regulation which is in effect and which has the effect of making the Merger
illegal or otherwise prohibiting consummation of the Merger.

7.2 Additional Conditions to Obligations of the Buyer and the Transitory
Subsidiary. The obligations of the Buyer and the Transitory Subsidiary to
effect the Merger are subject to the satisfaction of each of the following
additional conditions, any of which may be waived in writing exclusively by the
Buyer and the Transitory Subsidiary:

(a) Representations and Warranties. The representations and warranties of
the Company set forth in this Agreement shall be true and correct (i) as of the
date of this Agreement (except to the extent such representations and
warranties are specifically made as of a particular date, in which case such
representations and warranties shall be true and correct as of such date) and
(ii) as of the Closing Date as though made on and as of the Closing Date
(except (x) to the extent such representations and warranties are specifically
made as of a particular date, in which case such representations and warranties
shall be true and correct as of such date, (y) for changes contemplated by this
Agreement and (z) where the failures to be true and correct (without regard to
any materiality, Company Material Adverse Effect or knowledge qualifications
contained therein), individually or in the aggregate, have not had, and are not
reasonably likely to have, a Company Material Adverse Effect); and the Buyer
shall have received a certificate signed on behalf of the Company by the chief
executive officer and the chief financial officer of the Company to such
effect.

(b) Performance of Obligations of the Company. The Company shall have
performed in all material respects all obligations required to be performed by
it under this Agreement at or prior to the Closing Date; and the Buyer shall
have received a certificate signed on behalf of the Company by the chief
executive officer and the chief financial officer of the Company to such
effect.

(c) Tax Opinion. The Buyer shall have received a written opinion from Hale
and Dorr LLP, counsel to the Buyer, to the effect that the Merger will be
treated for federal income tax purposes as a tax-free reorganization within the
meaning of Section 368(a) of the Code; provided that if Hale and Dorr LLP does
not

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render such opinion, this condition shall nonetheless be deemed satisfied if
Wilson Sonsini Goodrich & Rosati, P.C. renders such opinion to the Buyer (it
being agreed that the Buyer and the Company shall each provide reasonable
cooperation, including making reasonable representations, to Hale and Dorr LLP
and Wilson Sonsini Goodrich & Rosati, P.C. as the case may be, to enable them
to render such opinion).

(d) Third Party Consents. The Company shall have obtained (i) all
consents and approvals of third parties referred to in Section 3.3(b) of
the Company Disclosure Schedule and (ii) any other consent or approval of
any third party (other than a Governmental Entity) the failure of which to
obtain, individually or in the aggregate, is reasonably likely to have a
Company Material Adverse Effect.

(e) Resignations. The Buyer shall have received copies of the
resignations, effective as of the Effective Time, of each director of the
Company and its Subsidiaries.

(f) Year 2000 Matters. (i) In the event that the Closing occurs on or
prior to December 31, 1999, the Buyer shall have received a report from
Whitman Hart to the effect that each of the Company Systems and Company
Products is Year 2000 Compliant. (ii) In the event that the Closing occurs
on or after January 1, 2000, each of the Company Systems and Company
Products is Year 2000 Compliant.

(g) Releases. The Buyer shall have received executed general releases in
a form acceptable to the Buyer from each of Lawrence Braitman and Richard
Thompson.

7.3 Additional Conditions to Obligations of the Company. The obligation of
the Company to effect the Merger is subject to the satisfaction of each of the
following additional conditions, any of which may be waived, in writing,
exclusively by the Company:

(a) Representations and Warranties. The representations and warranties
of the Buyer and the Transitory Subsidiary set forth in this Agreement
shall be true and correct (i) as of the date of this Agreement (except to
the extent such representations are specifically made as of a particular
date, in which case such representations and warranties shall be true and
correct as of such date) and (ii) as of the Closing Date as though made on
and as of the Closing Date (except (x) to the extent such representations
and warranties are specifically made as of a particular date, in which case
such representations and warranties shall be true and correct as of such
date, (y) for changes contemplated by this Agreement and (z) where the
failures to be true and correct (without regard to any materiality, Buyer
Material Adverse Effect or knowledge qualifications contained therein),
individually or in the aggregate, have not had, and are not reasonably
likely to have, a Buyer Material Adverse Effect); and the Company shall
have received a certificate signed on behalf of the Buyer by the chief
executive officer or the chief financial officer of the Buyer to such
effect.

(b) Performance of Obligations of the Buyer and the Transitory
Subsidiary. The Buyer and Sub shall have performed in all material respects
all obligations required to be performed by them under this Agreement at or
prior to the Closing Date, and the Company shall have received a
certificate signed on behalf of the Buyer by the chief executive officer or
the chief financial officer of the Buyer to such effect.

(c) Tax Opinion. The Company shall have received the opinion of Wilson
Sonsini Goodrich & Rosati, P.C. counsel to the Company, to the effect that
the Merger will be treated for federal income tax purposes as a tax-free
reorganization within the meaning of Section 368(a) of the Code; provided
that if Wilson Sonsini Goodrich & Rosati, P.C. does not render such
opinion, this condition shall nonetheless be deemed satisfied if Hale and
Dorr LLP renders such opinion to the Company (it being agreed that the
Buyer and the Company shall each provide reasonable cooperation, including
making reasonable representations, to Wilson Sonsini Goodrich & Rosati,
P.C. and Hale and Dorr LLP to enable them to render such opinion).

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ARTICLE VIII

TERMINATION AND AMENDMENT

8.1 Termination. This Agreement may be terminated at any time prior to the
Effective Time (with respect to Sections 8.1(b) through 8.1(f), by written
notice by the terminating party to the other party), whether before or after
approval of the Merger by the stockholders of the Company:

(a) by mutual written consent of the Buyer and the Company; or

(b) by either the Buyer or the Company if the Merger shall not have been
consummated by April 30, 2000 (the "Outside Date") (provided that the right
to terminate this Agreement under this Section 8.1(b) shall not be
available to any party whose failure to fulfill any obligation under this
Agreement has been a principal cause of or resulted in the failure of the
Merger to occur on or before such date); or

(c) by either the Buyer or the Company if a Governmental Entity of
competent jurisdiction shall have issued a nonappealable final order,
decree or ruling or taken any other nonappealable final action, in each
case having the effect of permanently restraining, enjoining or otherwise
prohibiting the Merger; or

(d) by either the Buyer or the Company if at the Company Meeting
(including any adjournment or postponement), the requisite vote of the
stockholders of the Company in favor of the Company Voting Proposal shall
not have been obtained (provided that the right to terminate this Agreement
under this Section 8.1(d) shall not be available to any party seeking
termination who at the time is in breach of or has failed to fulfill its
obligations under this Agreement); or

(e) by the Buyer, if: (i) the Board of Directors of the Company shall
have failed to recommend approval of the Company Voting Proposal in the
Proxy Statement or shall have withdrawn or modified its recommendation of
the Company Voting Proposal; (ii) the Board of Directors of the Company
fails to reconfirm its recommendation of this Agreement or the Merger
within five business days after the Buyer requests in writing that the
Board of Directors of the Company do so; (iii) the Board of Directors of
the Company shall have approved or recommended to the stockholders of the
Company an Alternative Transaction (as defined in Section 6.1); or (iv) a
tender offer or exchange offer for outstanding shares of the Company Common
Stock is commenced (other than by the Buyer or an Affiliate of the Buyer)
and the Board of Directors of the Company recommends that the stockholders
of the Company tender their shares in such tender or exchange offer or,
within 10 days after such tender or exchange offer, fails to recommend
against acceptance of such offer or takes no position with respect to the
acceptance thereof; or (v) for any reason the Company fails to call and
hold the Company Meeting by the date which is one business day prior to the
Outside Date; or

(f) by either the Buyer or the Company, if there has been a breach of
any representation, warranty, covenant or agreement on the part of the
other party set forth in this Agreement, which breach (i) causes the
conditions set forth in Section 7.2(a), 7.2(b) or 7.2(f) (in the case of
termination by the Buyer) or Section 7.3(a) or 7.3(b) (in the case of
termination by the Company) not to be satisfied, and (ii) shall not have
been cured within 45 days following receipt by the breaching party of
written notice of such breach from the other party.

8.2 Effect of Termination. In the event of termination of this Agreement as
provided in Section 8.1, this Agreement shall immediately become void and there
shall be no liability or obligation on the part of the Buyer, the Company, the
Transitory Subsidiary or their respective officers, directors, stockholders or
Affiliates, except as set forth in Sections 3.29, 5.3, 8.3 and Article IX;
provided that any such termination shall not relieve any party from liability
for any willful breach of this Agreement (which includes without limitation the
making of any representation or warranty by a party in this Agreement that the
party knew was not true and accurate when made) and the provisions of the
Company Stock Option Agreement, Sections 3.29, 5.3, 8.3 and Article IX of this
Agreement and the Confidentiality Agreement shall remain in full force and
effect and survive any termination of this Agreement.

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8.3 Fees and Expenses.

(a) Except as set forth in this Section 8.3, all fees and expenses incurred
in connection with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such fees and expenses, whether or not the
Merger is consummated; provided however, that the Company and the Buyer shall
share equally all fees and expenses, other than attorneys' fees, incurred with
respect to the printing and filing of the Proxy Statement (including any
related preliminary materials) and the Registration Statement and any
amendments or supplements thereto.

(b) The Company shall pay the Buyer up to $500,000 as reimbursement for
expenses of the Buyer actually incurred relating to the transactions
contemplated by this Agreement prior to termination (including, but not limited
to, fees and expenses of the Buyer's counsel, accountants and financial
advisors, but excluding any discretionary fees paid to such financial
advisors), upon the termination of this Agreement by the Buyer pursuant to
Section 8.1(b) as a result of the failure to satisfy the condition set forth in
Section 7.2(a) or Section 7.2(f).

(i) the termination of this Agreement by the Buyer pursuant to Section
8.1(e); or

(ii) the termination of this Agreement by the Buyer pursuant to Section
8.1(f) after a breach by the Company of this Agreement; or

(iii) the termination of the Agreement by the Buyer or the Company
pursuant to Section 8.1(d) as a result of the failure to receive the
requisite vote for approval of the Company Voting Proposal by the
stockholders of the Company at the Company Meeting.

(d) The Buyer shall pay the Company up to $500,000 as reimbursement for
expenses of the Company actually incurred relating to the transactions
contemplated by this Agreement prior to termination (including, but not limited
to, but excluding any discretionary fees paid to such financial advisors), upon
the termination of this Agreement by the Company pursuant to Section 8.1(b) as
a result of the failure to satisfy the condition set forth in Section 7.3(a).

(e) The Buyer shall pay the Company a termination fee of $20,000,000 upon
the termination of this Agreement by the Company pursuant to Section 8.1(f)
after a breach by the Buyer of this Agreement.

(f) The expenses and fees, if applicable, payable pursuant to Section
8.3(b), 8.3(c), 8.3(d) and 8.3(e) shall be paid within one business day after
demand therefor following the first to occur of the events giving rise to the
payment obligation described in Section 8.3(b), 8.3(c)(i), (ii) or (iii),
8.3(d) or 8.3(e). If one party fails to promptly pay to the other any expense
reimbursement or fee due hereunder, the defaulting party shall pay the costs
and expenses (including legal fees and expenses) in connection with any action,
including the filing of any lawsuit or other legal action, taken to collect
payment, together with interest on the amount of any unpaid fee at the publicly
announced prime rate of Fleet Bank, N.A. plus five percent per annum,
compounded quarterly, from the date such expense reimbursement or fee was
required to be paid.

8.4 Amendment. This Agreement may be amended by the parties hereto, by
action taken or authorized by their respective Boards of Directors, at any time
before or after approval of the matters presented in connection with the Merger
by the stockholders of the Company, but, after any such approval, no amendment
shall be made which by law requires further approval by such stockholders
without such further approval. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.

8.5 Extension; Waiver. At any time prior to the Effective Time, the parties
hereto, by action taken or authorized by their respective Boards of Directors,
may, to the extent legally allowed, (i) extend the time for the performance of
any of the obligations or other acts of the other parties hereto, (ii) waive
any inaccuracies in the representations and warranties contained herein or in
any document delivered pursuant hereto and (iii)

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waive compliance with any of the agreements or conditions contained herein. Any
agreement on the part of a party hereto to any such extension or waiver shall
be valid only if set forth in a written instrument signed on behalf of such
party.

ARTICLE IX

MISCELLANEOUS

9.1 Nonsurvival of Representations and Warranties. The respective
representations and warranties of the Company, the Buyer and the Transitory
Subsidiary contained in this Agreement or in any instrument delivered pursuant
to this Agreement shall expire with, and be terminated and extinguished upon,
the Effective Time.

9.2 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed duly delivered (i) four business days after being
sent by registered or certified mail, return receipt requested, postage
prepaid, or (ii) one business day after being sent for next business day
delivery, fees prepaid, via a reputable nationwide overnight courier service,
in each case to the intended recipient as set forth below:

(a) if to the Buyer or Transitory Subsidiary, to

CMGI, Inc.
100 Brickstone Square
Andover, MA 01810
Attn: General Counsel
Telecopy: (978) 684-3814

with a copy to:

Hale and Dorr LLP
60 State Street
Boston, MA 02109
Attn: Mark G. Borden, Esq.
Telecopy: (617) 526-5000

(b) if to the Company, to

Flycast Communications Corporation
181 Fremont Street
San Francisco, CA 94105
Attn: President
Telecopy: (650) 561-9082

with a copy to:

Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94306
Attn: Larry W. Sonsini, Esq.
Telecopy: (650) 461-5375

Any party may give any notice or other communication hereunder using any
other means (including personal delivery, messenger service, telecopy, telex,
ordinary mail or electronic mail), but no such notice or other communication
shall be deemed to have been duly given unless and until it actually is
received by the party for whom it is intended. Any party may change the address
to which notices and other communications hereunder are to be delivered by
giving the other parties notice in the manner herein set forth.

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9.3 Entire Agreement. This Agreement (including the Schedules and Exhibits
hereto and the documents and instruments referred to herein that are to be
delivered at the Closing) constitutes the entire agreement among the parties
hereto and supersedes any prior understandings, agreements or representations
by or among the parties hereto, or any of them, written or oral, with respect
to the subject matter hereof; provided that the Confidentiality Agreement shall
remain in effect in accordance with its terms.

9.4 No Third Party Beneficiaries. Except as provided in Section 6.13, this
Agreement is not intended, and shall not be deemed, to confer any rights or
remedies upon any person other than the parties hereto and their respective
successors and permitted assigns, to create any agreement of employment with
any person or to otherwise create any third-party beneficiary hereto.

9.5 Assignment. Neither this Agreement nor any of the rights, interests or
obligations under this Agreement may be assigned or delegated, in whole or in
part, by operation of law or otherwise by any of the parties hereto without the
prior written consent of the other parties, and any such assignment without
such prior written consent shall be null and void, except that the Buyer and/or
the Transitory Subsidiary may assign this Agreement to any direct or indirect
wholly owned Subsidiary of the Buyer without consent of the Company, provided
that the Buyer and/or the Transitory Subsidiary, as the case may be, shall
remain liable for all of its obligations under this Agreement. Subject to the
preceding sentence, this Agreement shall be binding upon, inure to the benefit
of, and be enforceable by, the parties hereto and their respective successors
and permitted assigns.

9.6 Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction. If the final judgment of a court of
competent jurisdiction declares that any term or provision hereof is invalid or
unenforceable, the parties agree hereto that the court making such
determination shall have the power to limit the term or provision, to delete
specific words or phrases, or to replace any invalid or unenforceable term or
provision with a term or provision that is valid and enforceable and that comes
closest to expressing the intention of the invalid or unenforceable term or
provision, and this Agreement shall be enforceable as so modified. In the event
such court does not exercise the power granted to it in the prior sentence, the
parties hereto agree to replace such invalid or unenforceable term or provision
with a valid and enforceable term or provision that will achieve, to the extent
possible, the economic, business and other purposes of such invalid or
unenforceable term.

9.7 Counterparts and Signature. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the parties hereto and
delivered to the other parties, it being understood that all parties need not
sign the same counterpart. This Agreement may be executed and delivered by
facsimile transmission.

9.8 Interpretation. When reference is made in this Agreement to an Article
or a Section, such reference shall be to an Article or Section of this
Agreement, unless otherwise indicated. The table of contents, table of defined
terms and headings contained in this Agreement are for convenience of reference
only and shall not affect in any way the meaning or interpretation of this
Agreement. The language used in this Agreement shall be deemed to be the
language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction shall be applied against any party. Whenever the
context may require, any pronouns used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
nouns and pronouns shall include the plural, and vice versa. Any reference to
any federal, state, local or foreign statute or law shall be deemed also to
refer to all rules and regulations promulgated thereunder, unless the context
requires otherwise. Whenever the words "include", "includes" or "including" are
used in this Agreement, they shall be deemed to be followed by the words
"without limitation".

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9.9 Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Delaware or any other jurisdiction) that would cause the application of laws
of any jurisdictions other than those of the State of Delaware.

9.10 Remedies. Except as otherwise provided herein, any and all remedies
herein expressly conferred upon a party will be deemed cumulative with and not
exclusive of any other remedy conferred hereby, or by law or equity upon such
party, and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy. The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof this being in addition to any other remedy to
which they are entitled at law or in equity.

9.11 Waiver of Jury Trial. EACH OF THE BUYER, THE TRANSITORY SUBSIDIARY AND
THE COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THE ACTIONS OF THE BUYER, THE TRANSITORY SUBSIDIARY OR
THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF
THIS AGREEMENT.

[Signature Page to follow]

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IN WITNESS WHEREOF, the Buyer, the Transitory Subsidiary and the Company
have caused this Agreement to be signed by their respective officers thereunto
duly authorized as of the date first written above.

CMGI, Inc.

/s/ Andrew J. Hajducky III
By___________________________________
Executive Vice President, Chief
Financial Officer and Treasurer

Freemont Corporation

/s/ Andrew J. Hajducky III
By___________________________________
Vice President and Treasurer

Flycast Communications Corporation

/s/ George R. Garrick
By___________________________________
Chief Executive Officer and
President

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EXHIBIT A

STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT, dated as of September 29, 1999 (the "Agreement"),
between CMGI, Inc., a Delaware corporation (the "Grantee"), and Flycast
Communications Corporation, a Delaware corporation (the "Grantor").

WHEREAS, the Grantee, the Grantor and Freemont Corporation, a wholly owned
subsidiary of the Grantee ("Newco"), are entering into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"), which provides,
among other things, for the merger (the "Merger") of Newco with and into the
Grantor;

WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, the Grantee has requested that the Grantor grant to the Grantee an
option to purchase the shares of Common Stock of the Grantor (the "Common
Stock") covered hereby, upon the terms and subject to the conditions hereof;
and

WHEREAS, in order to induce the Grantee to enter into the Merger Agreement,
the Grantor is willing to grant the Grantee the requested option.

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

1. The Option; Exercise; Adjustments; Termination.

(a) Contemporaneously herewith the Grantee, Newco and the Grantor are
entering into the Merger Agreement. Subject to the other terms and conditions
set forth herein, the Grantor hereby grants to the Grantee an irrevocable
option (the "Option") to purchase up to 3,036,750 shares of Common Stock (the
"Shares") at a cash purchase price equal to $47.53 per Share (the "Purchase
Price"); provided, however, that the number of shares issuable to Buyer
pursuant hereto shall not exceed 19.9% of the outstanding shares of Common
Stock. The Option may be exercised by the Grantee, in whole or in part, at any
time, or from time to time, after the earlier of (i) termination of the Merger
Agreement by Buyer under Section 8.1(e) or Section 8.1(f) of the Merger
Agreement, or (ii) immediately prior to the occurrence of any event causing the
termination fee to become payable to Buyer pursuant to Section 8.3(c)(iii) of
the Merger Agreement, provided that, in the case of clause (ii), an Alternative
Transaction involving the Company has been proposed or consummated prior to the
Company Meeting.

(b) In the event of any change in the number of issued and outstanding
shares of Common Stock by reason of any stock dividend, stock split, split-up,
recapitalization, merger or other change in the corporate or capital structure
of the Grantor, the number of Shares subject to the Option and the purchase
price per Share shall be appropriately adjusted to restore the Grantee to its
rights hereunder.

(c) In the event the Grantee wishes to exercise the Option, the Grantee
shall send a written notice to the Grantor (the "Exercise Notice") specifying a
date (subject to the requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act")) not later than 10
business days and not earlier than the next business day following the date
such notice is given for the closing of such purchase.

(d) The right to exercise the Option shall terminate at the earliest of (i)
the Effective Time (as defined in the Merger Agreement), (ii) the termination
of the Merger Agreement pursuant to circumstances under which the Grantee is
not entitled to receive the termination fee pursuant to Section 8.3 of the
Merger Agreement, (iii) the date on which Grantee realizes a Total Profit equal
to the Profit Limit (as such terms are defined in Section 8) and (iv) 90 days
after the date (the "Merger Termination Date") on which the Merger Agreement is
terminated (the date referred to in clause (iv) being hereinafter referred to
as the "Option Expiration Date"); provided that if the Option cannot be
exercised or the Shares cannot be delivered to Grantee upon such exercise

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because the conditions set forth in Section 2(a) or Section 2(b) hereof have
not yet been satisfied, the Option Expiration Date shall be extended until 30
days after such impediment to exercise has been removed.

2. Conditions to Delivery of Shares. The Grantor's obligation to deliver
Shares upon exercise of the Option is subject only to the conditions that:

(a) No preliminary or permanent injunction or other order issued by any
federal or state court of competent jurisdiction in the United States
prohibiting the delivery of the Shares shall be in effect; and

(b) Any applicable waiting periods under the HSR Act shall have expired or
been terminated.

3. The Closing.

(a) Any closing hereunder shall take place on the date specified by the
Grantee in its Exercise Notice at 9:00 A.M., local time, at the offices of Hale
and Dorr LLP, 60 State Street, Boston, Massachusetts, or, if the conditions set
forth in Section 2(a) or 2(b) have not then been satisfied, on the second
business day following the satisfaction of such conditions, or at such other
time and place as the parties hereto may agree (the "Closing Date"). On the
Closing Date, the Grantor will deliver to the Grantee a certificate or
certificates, duly endorsed (or accompanied by duly executed stock powers),
representing the Shares in the denominations designated by the Grantee in its
Exercise Notice and the Grantee will purchase such Shares from the Grantor at
the price per Share equal to the Purchase Price. Any payment made by the
Grantee to the Grantor, or by the Grantor to the Grantee, pursuant to this
Agreement shall be made by certified or official bank check or by wire transfer
of federal funds to a bank designated by the party receiving such funds.

(b) The certificates representing the Shares may bear an appropriate legend
relating to the fact that such Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act").

4. Representations and Warranties of the Grantor. The Grantor represents and
warrants to the Grantee that: (a) the Grantor is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the requisite corporate power and authority to enter into and perform
this Agreement; (b) the execution and delivery of this Agreement by the Grantor
and the consummation by it of the transactions contemplated hereby have been
duly authorized by the Board of Directors of the Grantor and this Agreement has
been duly executed and delivered by a duly authorized officer of the Grantor
and constitutes a valid and binding obligation of the Grantor, enforceable in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles;
(c) the Grantor has taken all necessary corporate action to authorize and
reserve the Shares issuable upon exercise of the Option and the Shares, when
issued and delivered by the Grantor upon exercise of the Option, will be duly
authorized, validly issued, fully paid and non-assessable and free of any lien,
security interest or other adverse claim and free of any preemptive rights; (d)
except as otherwise required by the HSR Act, the execution and delivery of this
Agreement by the Grantor and the consummation by it of the transactions
contemplated hereby do not require the consent, waiver, approval or
authorization of or any filing with any person or public authority and will not
violate, require a consent or waiver under, result in a breach of or the
acceleration of any obligation under, or constitute a default under, any
provision of any charter or by-law, indenture, mortgage, lien, lease,
agreement, contract, instrument, order, law, rule, regulation, stock market
rule, judgment, ordinance, decree or restriction by which the Grantor or any of
its subsidiaries or any of their respective properties or assets is bound; and
(e) no "fair price", "moratorium", "control share acquisition" or other form of
anti-takeover statute or regulation is or shall be applicable to the
acquisition of Shares pursuant to this Agreement.

5. Representations and Warranties of the Grantee. The Grantee represents and
warrants to the Grantor that: (a) the execution and delivery of this Agreement
by the Grantee and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of the Grantee and this Agreement has been duly executed and delivered by a
duly authorized officer of the Grantee

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and will constitute a valid and binding obligation of Grantee; and (b) the
Grantee is acquiring the Option and, if and when it exercises the Option, will
be acquiring the Shares issuable upon the exercise thereof for its own account
and not with a view to distribution or resale in any manner which would be in
violation of the Securities Act.

6. Listing of Shares; HSR Act Filings; Governmental Consents. Subject to
applicable law and the rules and regulations of the Nasdaq National Market, the
Grantor shall (i) promptly file a notice to list the Shares on the Nasdaq
National Market and (ii) make, as promptly as practicable, all necessary
filings by the Grantor under the HSR Act and use its best efforts to obtain all
necessary approvals thereunder as promptly as practicable; provided, however,
that if the Grantor is unable to effect such listing on the Nasdaq National
Market by the Closing Date, the Grantor will nevertheless be obligated to
deliver the Shares upon the Closing Date. Each of the parties hereto will use
its best efforts to obtain consents of all third parties and governmental
authorities, if any, necessary to the consummation of the transactions
contemplated.

7. Registration Rights.

(a) In the event that the Grantee shall desire to sell any of the Shares
within two years after the purchase of such Shares pursuant hereto, and such
sale requires, in the opinion of counsel to the Grantee, which opinion shall be
reasonably satisfactory to the Grantor and its counsel, registration of such
Shares under the Securities Act, the Grantor will cooperate with the Grantee
and any underwriters in registering such Shares for resale, including, without
limitation, promptly filing a registration statement which complies with the
requirements of applicable federal and state securities laws and entering into
an underwriting agreement with such underwriters upon such terms and conditions
as are customarily contained in underwriting agreements with respect to
secondary distributions; provided that the Grantor shall not be required to
have declared effective more than two registration statements hereunder and
shall be entitled to delay the filing or effectiveness of any registration
statement for up to 120 days if the offering would, in the judgment of the
Board of Directors of the Grantor, require premature disclosure of any material
corporate development or otherwise interfere with or adversely affect any
pending or proposed offering of securities of the Grantor or any other material
transaction involving the Grantor.

(b) If the Common Stock is registered pursuant to the provisions of this
Section 7, the Grantor agrees (i) to furnish copies of the registration
statement and the prospectus relating to the Shares covered thereby in such
numbers as the Grantee may from time to time reasonably request and (ii) if any
event shall occur as a result of which it becomes necessary to amend or
supplement any registration statement or prospectus, to prepare and file under
the applicable securities laws such amendments and supplements as may be
necessary to keep available for at least 90 days a prospectus covering the
Common Stock meeting the requirements of such securities laws, and to furnish
to the Grantee such numbers of copies of the registration statement and
prospectus as amended or supplemented as may reasonably be requested. The
Grantor shall bear the cost of the registration, including, but not limited to,
all registration and filing fees, printing expenses, and fees and disbursements
of counsel and accountants for the Grantor, except that the Grantee shall pay
the fees and disbursements of its counsel and the underwriting fees and selling
commissions applicable to the Shares sold by the Grantee. The Grantor shall
indemnify and hold harmless Grantee, its affiliates and its officers and
directors from and against any and all losses, claims, damages, liabilities and
expenses arising out of or based upon any statements contained in, omissions or
alleged omissions from, each registration statement filed pursuant to this
paragraph; provided, however, that this provision does not apply to any loss,
liability, claim, damage or expense to the extent it arises out of any
statement or omission made in reliance upon and in conformity with written
information furnished to the Grantor by the Grantee, its affiliates or its
officers expressly for use in any registration statement (or any amendment
thereto) or any preliminary prospectus filed pursuant to this paragraph. The
Grantor shall also indemnify and hold harmless each underwriter and each person
who controls any underwriter within the meaning of either the Securities Act or
the Securities Exchange Act of 1934 against any and all losses, claims,
damages, liabilities and expenses arising out of or based upon any statements
contained in, omissions or alleged omissions from, each registration statement
filed pursuant to this paragraph; provided, however, that this provision does
not apply to any loss, liability, claim, damage or expense to the

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extent it arises out of any statement or omission made in reliance upon and in
conformity with written information furnished to the Grantor by the
underwriters expressly for use in any registration statement (or any amendment
thereto) or any preliminary prospectus filed pursuant to this paragraph.

8. Profit Limitation.

(a) Notwithstanding any other provision of this Agreement, in no event shall
the Grantee's Total Profit (as hereinafter defined) exceed $30 million (the
"Profit Limit") and, if it otherwise would exceed such amount, the Grantee, at
its sole election, shall either (i) deliver to the Grantor for cancellation
Shares previously purchased by Grantee, (ii) pay cash to the Grantor, (iii)
receive a smaller termination fee under Section 8.3 of the Merger Agreement or
(iv) undertake any combination thereof, so that Grantee's Total Profit shall
not exceed the Profit Limit after taking into account the foregoing actions.

(b) Notwithstanding any other provision of this Agreement, the Option may
not be exercised for a number of Shares as would, as of the date of the
Exercise Notice, result in a Notional Total Profit (as defined below) of more
than the Profit Limit and, if exercise of the Option otherwise would exceed the
Profit Limit, the Grantee, at its discretion, may increase the Purchase Price
for that number of Shares set forth in the Exercise Notice so that the Notional
Total Profit shall not exceed the Profit Limit; provided, that nothing in this
sentence shall restrict any exercise of the Option permitted hereby on any
subsequent date at the Purchase Price set forth in Section 1(a) hereof.

(c) As used herein, the term "Total Profit" shall mean the aggregate amount
(before taxes) of the following: (i) the amount of cash received by Grantee
pursuant to Section 8.3(c) of the Merger Agreement, and (ii) (x) the cash
amounts (net of customary brokerage commissions paid in connection with the
transaction) received by Grantee pursuant to the sale of Shares (or any other
securities into which such Shares are converted or exchanged) to any
unaffiliated party, less (y) the Grantee's purchase price for such Shares.

(d) As used herein, the term "Notional Total Profit" with respect to any
number of Shares as to which Grantee may propose to exercise the Option shall
be the Total Profit determined as of the date of the Exercise Notice assuming
that the Option were exercised on such date for such number of Shares and
assuming that such Shares, together with all other Shares held by Grantee and
its affiliates as of such date, were sold for cash at the closing market price
for the Common Stock as of the close of business on the preceding trading day
(less customary brokerage commissions).

9. Put.

(a) At any time during which the Option is exercisable under this Agreement
(the "Repurchase Period"), upon demand by the Grantee, the Grantee shall have
the right to sell to the Grantor (or any successor entity thereof) and Grantor
(or such successor entity, shall be obligated to repurchase from the Grantee
(the "Put"), all or any portion of the Option, to the extent not previously
exercised, at the price set forth in subparagraph (i) below, and/or all or any
portion of the Shares purchased by the Grantee pursuant thereto, at a price set
forth in subparagraph (ii) below:

(i) the difference between the "Market/Tender Offer Price" for shares of
Common Stock as of the date (the "Notice Date") notice of exercise of the
Put is given to the other party (defined as the greater of (A) the price
per share offered as of the Notice Date pursuant to any tender or exchange
offer or other Acquisition Proposal which was made prior to the Notice Date
and not terminated or withdrawn as of the Notice Date (the "Tender Price")
or (B) the average of the closing prices of shares of Common Stock on the
Nasdaq National Market for the ten (10) trading days immediately preceding
the Notice Date (the "Market Price")), and the Purchase Price multiplied by
the number of Shares purchasable pursuant to the Option (or portion thereof
with respect to which the Grantee is exercising its rights under this
Section 9), but only if the Market/Tender Offer Price is greater than the
Purchase Price;

(ii) the Purchase Price paid by the Grantee for the Shares acquired
pursuant to the Option plus the difference between the Market/Tender Offer
Price and the Purchase Price, but only if the Market/Tender Offer Price is
greater than the Purchase Price, multiplied by the number of Shares so
purchased;

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(b) In the event Grantee exercises its rights under this Section 9, the
Grantor shall, within ten business days of the Notice Date, pay the required
amount (the "Repurchase Price") to the Grantee in immediately available funds
and the Grantee shall surrender to the Grantor the Option or the certificates
evidencing the Shares purchased by the Grantee pursuant thereto, and the
Grantee shall represent and warrant that it owns such shares and that such
shares are then free and clear of all liens, claims, charges and encumbrances
of any kind or nature whatsoever, other than any of the same created by the
Grantor or its affiliates.

(c) To the extent that the Grantor is prohibited under applicable law or
regulation, or as a consequence of administrative policy, from repurchasing the
Option and/or Shares in full, the Grantor shall immediately so notify the
Grantee and thereafter deliver or cause to be delivered, from time to time, to
the Grantee the portion of the Repurchase Price that it is no longer prohibited
from delivering within five business days after the date on which the Grantor
is no longer so prohibited; provided that, if the Grantor at any time after
delivery of a notice of exercise of the Put pursuant to Section 9(a) is
prohibited under applicable law or regulation, or as a consequence of
administrative policy, from delivering to the Grantee the Repurchase Price in
full (and the Grantor hereby undertakes to use its best efforts to obtain all
required regulatory and legal approvals and to file any required notices as
promptly as practicable in order to accomplish such repurchase), the Grantee
may revoke its notice of the exercise of the Put whether in whole or to the
extent of the prohibition, whereupon, in the latter case, the Grantor shall
promptly (1) deliver to the Grantee that portion of the Repurchase Price that
the Grantor is not prohibited from delivering and (2) deliver to the Grantee as
appropriate, (A) a new Agreement evidencing the right of the Grantee to
purchase that number of shares of Common Stock obtained by multiplying the
number of shares of Common Stock for which the surrendered Agreement was
exercisable at the time of delivery of the notice of exercise of the Put by a
fraction, the numerator of which is the Repurchase Price less the portion of
the Repurchase Price previously delivered to the Grantee and the denominator of
which is the Repurchase Price, and/or (B), a certificate for the Shares the
Grantor is then so prohibited from repurchasing.

10. Expenses. Each party hereto shall pay its own expenses incurred in
connection with this Agreement, except as otherwise specifically provided
herein.

11. Specific Performance. The Grantor acknowledges that if the Grantor fails
to perform any of its obligations under this Agreement, immediate and
irreparable harm or injury would be caused to the Grantee for which money
damages would not be an adequate remedy. In such event, the Grantor agrees that
the Grantee shall have the right, in addition to any other rights it may have,
to specific performance of this Agreement. Accordingly, if the Grantee should
institute an action or proceeding seeking specific enforcement of the
provisions hereof, the Grantor hereby waives the claim or defense that the
Grantee has an adequate remedy at law and hereby agrees not to assert in any
such action or proceeding the claim or defense that such a remedy at law
exists. The Grantor further agrees to waive any requirements for the securing
or posting of any bond in connection with obtaining any such equitable relief.

12. Notice. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given and made if in writing and if
served by personal delivery upon the party for whom it is intended or delivered
by registered or certified mail, return receipt requested, or if sent by
facsimile transmission, upon receipt of oral confirmation that such
transmission has been received, to the person at the address set forth below,
or such other address as may be designated in writing hereafter, in the same
manner, by such person:

If to the Grantor:

Flycast Communications Corporation
181 Fremont Street
San Francisco, CA 94105
Attn: President
Telecopy: (650) 561-9082

A-40
<PAGE>

With a copy to:

Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA
Attn: Larry W. Sonsini, Esq.
Telecopy: (650) 461-5375

If to the Grantee:

CMGI, Inc.
100 Brickstone Square
Andover, MA 01810
Attn: General Counsel
Telecopy: (978) 684-3814

With a copy to:

Hale and Dorr LLP
60 State Street
Boston, MA 02109
Attn: Mark G. Borden, Esq.
Telecopy: (617) 526-5000

13. Parties in Interest. Nothing in this Agreement, express or implied, is
intended to confer upon any person other than the Grantor or the Grantee, or
their successors or assigns, any rights or remedies under or by reason of this
Agreement.

14. Entire Agreement; Amendments. This Agreement, together with the Merger
Agreement and the other documents referred to therein, contains the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior and contemporaneous agreements and understandings,
oral or written, with respect to such transactions. The terms of this Agreement
may be amended, modified or waived only by an agreement in writing signed by
the party against whom such amendment, modification or waiver is sought to be
enforced.

15. Assignment. No party to this Agreement may assign any of its rights or
obligations under this Agreement without the prior written consent of the other
party hereto, except that the Grantee may assign its rights and obligations
hereunder to any direct or indirect wholly-owned subsidiary of the Grantee
(provided that such assignment shall not relieve the Grantee of its obligations
hereunder if such transferee does not perform such obligations).

16. Headings. The section headings herein are for convenience only and shall
not affect the construction of this Agreement.

17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute one and the same document.

18. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware (regardless of the laws that
might otherwise govern under applicable Delaware principles of conflicts of
law).

19. Survival. All representations and warranties contained in this Agreement
shall survive delivery of and payment for the Shares.

20. Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

A-41
<PAGE>

IN WITNESS WHEREOF, the Grantee and the Grantor have caused this Agreement
to be duly executed and delivered on the day and year first above written.

Flycast Communications Corporation

By___________________________________
Chief Executive Officer and
President

CMGI, Inc.

By___________________________________
Executive Vice President, Chief
Financial Officer and Treasurer

A-42
<PAGE>

EXHIBIT B

STOCKHOLDER AGREEMENT

STOCKHOLDER AGREEMENT, dated as of September 29, 1999 (this "Agreement"), by
the stockholders listed on the signature page(s) hereto (collectively,
"Stockholders" and each individually, a "Stockholder") to and for the benefit
of CMGI, Inc., a Delaware corporation ("Acquiror"). Capitalized terms used and
not otherwise defined herein shall have the respective meanings assigned to
them in the Merger Agreement referred to below.

WHEREAS, as of the date hereof, the Stockholders collectively own of record
and beneficially shares of capital stock of Flycast Communications Corporation,
a Delaware corporation (the "Company"), as set forth on Schedule I hereto (such
shares or any other voting or equity of securities of the Company, hereafter
acquired by any Stockholder prior to the termination of this Agreement, being
referred to herein collectively as the "Shares");

WHEREAS, concurrently with the execution of this Agreement, Acquiror and the
Company are entering into an Agreement and Plan of Merger, dated as of the date
hereof (the "Merger Agreement"), pursuant to which, upon the terms and subject
to the conditions thereof, a subsidiary of Buyer will be merged with and into
the Company, and the Company will be the surviving corporation (the "Merger");
and

WHEREAS, as a condition to the willingness of the Company and Acquiror to
enter into the Merger Agreement, Acquiror has requested that the Stockholders
agree, and in order to induce Acquiror to enter into the Merger Agreement, the
Stockholders are willing to agree to vote in favor of adopting the Merger
Agreement and approving the Merger, upon the terms and subject to the
conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the
parties hereby agree, severally and not jointly, as follows:

Section 1. Voting of Shares. Each Stockholder covenants and agrees that
until the termination of this Agreement in accordance with the terms hereof, at
the Company Meeting or any other meeting of the stockholders of the Company,
however called, and in any action by written consent of the stockholders of the
Company, such Stockholder will vote, or cause to be voted, all of his, her or
its respective Shares (a) in favor of adoption of the Merger Agreement and
approval of the Merger contemplated by the Merger Agreement, as the Merger
Agreement may be modified or amended from time to time in a manner not adverse
to the Stockholders, and (b) against any other Alternative Transaction. In
addition, such Stockholder agrees that it will, upon request by Acquiror,
furnish written confirmation, in form and substance reasonably acceptable to
Acquiror, of such Stockholder's vote in favor of the Merger Agreement and the
Merger. Each Stockholder covenants and agrees to deliver to Acquiror upon
request prior to any vote contemplated by the first sentence of this Section 1,
a proxy substantially in the form attached hereto as Annex A (a "Proxy"), which
Proxy shall be irrevocable during the term of this Agreement to the extent
permitted under Delaware law, and Acquiror agrees to vote the Shares subject to
such Proxy in favor of the approval and adoption of the Merger Agreement and
the Merger. Each Stockholder acknowledges receipt and review of a copy of the
Merger Agreement. Each Stockholder acknowledges and agrees that this proxy, if
and when given, shall be coupled with an interest, shall constitute, among
other things, an inducement for Acquiror to enter into the Merger Agreement,
shall be irrevocable and shall not be terminated by operation of law or
otherwise upon the occurrence of any event and that no subsequent proxies with
respect to such Shares shall be given (and if given shall not be effective);
provided however that any such proxy shall terminate automatically and without
further action on behalf of the Stockholders upon the termination of this
Agreement. In the event that a Stockholder does not provide the Proxy upon
request of Acquiror, such Stockholder hereby grants Buyer a power of attorney
to execute and deliver such Proxy for and behalf of such Stockholder, which
power of attorney is coupled with an interest and shall survive any death,
disability, bankruptcy or any other such impediment of such Stockholder. Upon
the execution of this Agreement by each Stockholder, such Stockholder hereby
revokes any and all prior proxies or powers of attorney given by such
Stockholder with respect to the Shares.

A-43
<PAGE>

Section 2. Transfer of Shares. Each Stockholder covenants and agrees that
such Stockholder will not directly or indirectly, (a) sell, assign, transfer
(including by merger, testamentary disposition, interspousal disposition
pursuant to a domestic relations proceeding or otherwise by operation of law),
pledge, encumber or otherwise dispose of any of the Shares, (b) deposit any of
the Shares into a voting trust or enter into a voting agreement or arrangement
with respect to the Shares or grant any proxy or power of attorney with respect
thereto which is inconsistent with this Agreement or (c) enter into any
contract, option or other arrangement or undertaking with respect to the direct
or indirect sale, assignment, transfer (including by merger, testamentary
disposition, interspousal disposition pursuant to a domestic relations
proceeding or otherwise by operation of law) or other disposition of any
Shares; provided, however, that a Stockholder may transfer Shares to an entity
controlled by the Stockholder on the condition that such transferee enter into
this agreement and agree unconditionally to bound by the terms hereof.

Section 3. Representations and Warranties of the Stockholders. Each
Stockholder on its own behalf hereby severally represents and warrants to
Acquiror with respect to itself and its or her ownership of the Shares as
follows:

(a) Ownership of Shares. On the date hereof, the Shares are owned
beneficially by Stockholder or its nominee. Stockholder has sole voting power,
without restrictions, with respect to all of the Shares.

(b) Power, Binding Agreement. Stockholder has the legal capacity, power and
authority to enter into and perform all of its obligations, under this
Agreement. The execution, delivery and performance of this Agreement by
Stockholder will not violate any material agreement to which Stockholder is a
party, including, without limitation, any voting agreement, stockholders'
agreement, partnership agreement or voting trust. This Agreement has been duly
and validly executed and delivered by Stockholder and constitutes a valid and
binding obligation of Stockholder, enforceable against Stockholder in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity).

(c) No Conflicts. The execution and delivery of this Agreement do not, and
the consummation of the transactions contemplated hereby will not, conflict
with or result in any violation of, or default (with or without notice or lapse
of time, or both) under, or give rise to a right of termination, cancellation
or acceleration of any obligation or to loss of a material benefit under, any
provision of any loan or credit agreement, note, bond, mortgage, indenture,
lease, or other agreement, instrument, permit, concession, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation applicable
to Stockholder or any of its properties or assets, other than such conflicts,
violations or defaults or terminations, cancellations or accelerations which
individually or in the aggregate do not materially impair the ability of
Stockholder to perform its obligations hereunder.

Section 4. No Solicitation. Prior to the termination of this Agreement in
accordance with its terms, each Stockholder agrees, in its individual capacity
as a stockholder of the Company that (i) it will not, nor will it authorize or
permit any of its employees, agents and representatives to, directly or
indirectly, (a) initiate, solicit or encourage any inquiries or the making of
any Acquisition Proposal (as defined in the Merger Agreement), (b) enter into
any agreement with respect to any Acquisition Proposal, or (c) participate in
any discussions or negotiations regarding, or furnish to any person any
information with respect to, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes, or may reasonably be
expected to lead to, any Acquisition Proposal, and (ii) it will notify Acquiror
as soon as possible if any such inquiries or proposals are received by, any
information or documents is requested from, or any negotiations or discussions
are sought to be initiated or continued with, it or any of its affiliates in
its individual capacity; provided, that, notwithstanding the foregoing, each
Stockholder shall not be prohibited from taking any such actions to the extent
that the Company or its Board of Directors is permitted to take such actions
under the Merger Agreement.

A-44
<PAGE>

Section 5. Termination. This Agreement shall terminate upon the earliest to
occur of (i) the Effective Time (as such term is defined in the Merger
Agreement) or (ii) any termination of the Merger Agreement in accordance with
the terms thereof; provided that no such termination shall relieve any party of
liability for a willful breach hereof prior to termination.

Section 6. Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.

Section 7. Fiduciary Duties. Each Stockholder is signing this Agreement
solely in such Stockholder's capacity as an owner of his, her or its respective
Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder
from taking or not taking any action in his or her capacity as an officer or
director of the Company, to the extent permitted by the Merger Agreement.

Section 8. Miscellaneous.

(a) This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, both written and oral, between the parties with
respect thereto. This Agreement may not be amended, modified or rescinded
except by an instrument in writing signed by each of the parties hereto.

(b) If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted by
applicable law in a mutually acceptable manner in order that the terms of this
Agreement remain as originally contemplated to the fullest extent possible.

(c) This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to the principles of conflicts of
law thereof.

(d) This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.

[Signature Page to follow]

A-45
<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement w
be signed individually or by its respective duly authorized officer as of the
date first written above.

CMGI, Inc.

By: _________________________________

Name: _______________________________
Title: ______________________________

STOCKHOLDER:

By: _________________________________

Name: _______________________________
Title: ______________________________

A-46
<PAGE>

ANNEX A
To the Stockholder Agreement

IRREVOCABLE PROXY

The undersigned stockholder of Flycast Communications Corporation, a
Delaware corporation ("Company"), hereby irrevocably (to the fullest extent
permitted by the Delaware General Corporation Law) appoints the members of the
Board of Directors of CMGI, Inc., a Delaware corporation ("Buyer"), and each
of them, or any other designee of Buyer, as the sole and exclusive attorneys
and proxies of the undersigned, with full power of substitution and
resubstitution, to vote and exercise all voting and related rights (to the
fullest extent that the undersigned is entitled to do so) with respect to all
of the shares of capital stock of Company that now are or hereafter may be
beneficially owned by the undersigned, and any and all other shares or
securities of Company issued or issuable in respect thereof on or after the
date hereof (collectively, the "Shares") in accordance with the terms of this
Irrevocable Proxy. Upon the undersigned's execution of this Irrevocable Proxy,
any and all prior proxies given by the undersigned with respect to any Shares
are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Expiration Date (as defined
below).

This Irrevocable Proxy is irrevocable (to the extent provided in the
Delaware General Corporation Law), is coupled with an interest, including, but
not limited to, that certain Company Affiliate Agreement dated as of even date
herewith by and among Buyer, and the undersigned, and is granted in
consideration of Buyer entering into that certain Agreement and Plan of Merger
and Reorganization (the "Merger Agreement") by and among Buyer and Freemont
Corporation, a Delaware corporation and a wholly owned subsidiary of Buyer
("Merger Sub"), and Company which Merger Agreement provides for the merger of
Merger Sub with and into Company (the "Merger"). As used herein, the term
"Expiration Date" shall mean the earlier to occur of (i) such date and time as
the Merger shall become effective in accordance with the terms and provisions
of the Merger Agreement, and (ii) the date of termination of the Merger
Agreement.

The attorneys and proxies named above, and each of them are hereby
authorized and empowered by the undersigned, at any time prior to the
Expiration Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting and other similar rights of the undersigned
with respect to the Shares (including, without limitation, the power to
execute and deliver written consents pursuant to the Delaware General
Corporation Law), at every annual, special or adjourned meeting of the
stockholders of Company and in every written consent in lieu of such meeting:

in favor of approval and adoption of the Merger Agreement and of the
transaction contemplated thereby.

The attorneys and proxies named above may not exercise this Irrevocable
Proxy on any other matter except as provided above. The undersigned
stockholder may vote the Shares on all other matters.

All authority herein conferred shall survive the death or incapacity of the
undersigned and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned.

This Irrevocable Proxy is coupled with an interest as aforesaid and is
irrevocable.

______________________________________
Signature

______________________________________
Print Name

Shares beneficially owned:

shares of Company Common Stock

A-47
<PAGE>

EXHIBIT C-1

EMPLOYEE LOCK-UP AGREEMENT

CMGI, Inc.

Ladies and Gentlemen:

Pursuant to the terms of an Agreement and Plan of Merger dated as of
September 29, 1999 (the "Agreement") between CMGI, Inc., a Delaware corporation
("Acquiror"), a subsidiary of Acquiror and Flycast Communications Corporation,
a Delaware corporation (the "Company"), I will receive shares of common stock,
$.01 par value per share, of Acquiror (the "Shares"), in exchange for shares of
common stock of the Company owned by me.

In order to induce Acquiror to enter into the Agreement, I hereby agree as
follows:

1. I will not sell, offer to sell, contract to sell, sell any option or
contract for the sale or purchase of, lend, enter into any swap or other
arrangement that transfers to another any of the economic consequences of
ownership of, or otherwise dispose of (collectively, "Transfer"), any of
the Shares, except as follows:

commencing on the day that is one day after the date of the Closing
(as defined in the Agreement) and on each monthly anniversary date
thereafter, I may Transfer one-sixth (1/6) of the Shares, so that all
of the Shares may be Transferred from and after the date that is five
months after the date of the Closing.

2. I acknowledge that the Acquiror may impose stock transfer
restrictions on the Shares to enforce the provisions of this Agreement.

Very truly yours,

_____________________________________
Signature

Print Name: _________________________

Date: _______________________________

AGREED TO:

CMGI, Inc.

By: _________________________________

A-48
<PAGE>

EXHIBIT C-2

STOCKHOLDER LOCK-UP AGREEMENT

CMGI, Inc.
100 Brickstone Square
Andover, MA 01810
Attn: General Counsel

Ladies and Gentlemen:

Pursuant to the terms of an Agreement and Plan of Merger dated as of
September , 1999 (the "Agreement") between CMGI, Inc., a Delaware corporation
("Acquiror"), a subsidiary of Acquiror and Flycast Communications Corporation,
a Delaware corporation (the "Company"), the undersigned will receive shares of
common stock, $.01 par value per share, of Acquiror (the "Shares"), in exchange
for shares of common stock of the Company owned by the undersigned.

In order to induce Acquiror to enter into the Agreement, the undersigned
hereby agrees as follows:

1. Until the date that is five (5) months after the Closing (as defined
in the Agreement), the undersigned will not sell, offer to sell, contract
to sell, sell any option or contract for the sale or purchase of, lend,
enter into any swap or other arrangement that transfers to another any of
the economic consequences of ownership of, or otherwise dispose of
(collectively, "transfer") more than one-tenth (1/10) of the Shares in any
one day. Notwithstanding the foregoing, however, if the undersigned is a
corporation, partnership or limited liability company, the undersigned
shall not be restricted from distributing any or all of the Shares to its
shareholders, partners or members and the subsequent Transfers of Shares by
such shareholders, partners or members.

2. The undersigned acknowledges that the Acquiror may impose stock
transfer restrictions on the Shares to enforce the provisions of this
Agreement.

Very truly yours,

_____________________________________
Name of Stockholder

By: _________________________________
Signature

Date: _______________________________

AGREED TO:

CMGI, Inc.

By: _________________________________

A-49
<PAGE>

EXHIBIT D

FORM OF COMPANY AFFILIATE LETTER

CMGI, Inc.

Ladies and Gentlemen:

I have been advised that as of the date of this letter I may be deemed to be
an "affiliate" of Flycast Communications Corporation, a Delaware corporation
(the "Company"), as the term "affiliate" is defined for purposes of paragraphs
(c) and (d) of Rule 145 of the rules and regulations (the "Rules and
Regulations") of the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"). Pursuant to the terms
of the Agreement and Plan of Merger, dated as of September 29, 1999 (the
"Agreement"), between CMGI, Inc., a Delaware corporation ("Acquiror"), Freemont
Corporation, a Delaware corporation, and a subsidiary of Acquiror ("Sub") and
the Company, Sub will be merged with and into the Company (the "Merger") and
the Company will be the surviving corporation.

As a result of the Merger, I may receive shares of common stock, par value
$.01 per share, of Acquiror (the "Acquiror Common Stock") in exchange for
shares owned by me of common stock of the Company ("Company Common Stock").

1. Compliance with the Act. I represent, warrant and covenant to Acquiror
that in the event I receive any Acquiror Common Stock as a result of the
Merger:

(a) I shall not make any sale, transfer or other disposition of the
Acquiror Common Stock in violation of the Act or the Rules and Regulations.

(b) I have carefully read this letter and the Agreement and discussed
the requirements of such documents and other applicable limitations upon my
ability to sell, transfer or otherwise dispose of the Acquiror Common Stock
to the extent I felt necessary, with my counsel or counsel for the Company.

(c) I have been advised that the issuance of Acquiror Common Stock to me
pursuant to the Merger will be registered with the Commission under the Act
on a Registration Statement on Form S-4. However, I have also been advised
that, since at the time the Merger is submitted for a vote of the
stockholders of the Company, I may be deemed to have been an affiliate of
the Company and the distribution by me of the Acquiror Common Stock has not
been registered under the Act, I may not sell, transfer or otherwise
dispose of the Acquiror Common Stock issued to me in the Merger unless (i)
such sale, transfer or other disposition as been registered under the Act,
(ii) such sale, transfer or disposition is made in conformity with Rule 145
promulgated by the Commission under the Act, or (iii) in the opinion of
counsel reasonably acceptable to Acquiror, or pursuant to a "no action"
letter obtained by the undersigned from the staff of the Commission, such
sale, transfer or other disposition is otherwise exempt from registration
under the Act.

(d) I understand that Acquiror is under no obligation to register the
sale, transfer or disposition of the Acquiror Common Stock by me or on my
behalf under the Act.

(e) I also understand that stop transfer instructions will be given to
the Acquiror's transfer agent with respect to the Acquiror Common Stock and
that there will be placed on the Certificates for the Acquiror Common Stock
issued to me, or any substitutions therefor, a legend stating in substance:

"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF
1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE
TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT, DATED
SEPTEMBER 29, 1999 BETWEEN THE REGISTERED HOLDER HEREOF AND CMGI, INC.,
A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF CMGI,
INC."

A-50
<PAGE>

(f) I also understand that unless the transfer by me of my Acquiror
Common Stock has been registered under the Act or is a sale made in
conformity with the provisions of Rule 145, Acquiror reserves the right to
put the following legend on the certificates issued to my transferee:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND WERE ACQUIRED FROM A PERSON WHO
RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED
UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES HAVE BEEN ACQUIRED
BY THE HOLDER NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY
DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933
AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF
1933."

It is understood and agreed that the legends set forth in paragraphs E and F
above shall be removed by delivery of substitute certificates without such
legend if such legend is not required for purposes of the Act or this
Agreement.

It is understood and agreed that such legends and the stop orders referred
to above will be removed if (i) one year shall have elapsed from the date the
undersigned acquired the Acquiror Common Stock received in the Merger and the
provisions of Rule 145(d)(2) are then available to the undersigned, (ii) two
years shall have elapsed from the date the undersigned acquired Acquiror Common
Stock received in the Merger and the provisions of Rule 145(d)(3) are then
available to the undersigned, or (iii) Acquiror has received either an opinion
of counsel, which opinion and counsel shall be reasonably satisfactory to
Acquiror, or a "no action" letter obtained by the undersigned from the staff of
the Commission, to the effect that the restrictions imposed by Rule 145 under
the Act no longer apply to the undersigned.

2. Certain Tax Matters. The undersigned does not intend to take a position
on any federal or state income tax return that is inconsistent with the
treatment of the Merger as a tax-free reorganization for federal or state
income tax purposes.

Very truly yours,

_____________________________________
Signature

_____________________________________
Print Name

Accepted this day of
, 1999 by

CMGI, Inc.

By: _________________________________

Name: _______________________________

Title: ______________________________

A-51
<PAGE>

ANNEX B

September 29, 1999

Board of Directors
Flycast Communications Corporation
181 Fremont Street
San Francisco, California 94105

Gentlemen:

Deutsche Bank Securities Inc. ("Deutsche Bank") has acted as financial
advisor to Flycast Communications Corporation ("Flycast") in connection with
the proposed merger of a newly formed, wholly owned subsidiary ("Sub") of CMGI,
Inc. ("CMGI"), and Flycast pursuant to the Agreement and Plan of Merger, dated
as of September 27, 1999, among Flycast, CMGI and Sub (the "Merger Agreement"),
which provides, among other things, for the merger of the Sub with and into
Flycast (the "Transaction"), as a result of which Flycast will become a wholly
owned subsidiary of CMGI. As set forth more fully in the Merger Agreement, as a
result of the Transaction, each share of the Common Stock, par value $.001 per
share, of Flycast ("Flycast Common Stock") not owned directly or indirectly by
Flycast or CMGI will be converted into the right to receive 0.4738 shares (the
"Exchange Ratio") of Common Stock, par value $.01 per share, of CMGI ("CMGI
Common Stock"). The terms and conditions of the Transaction are more fully set
forth in the Merger Agreement.

You have requested Deutsche Bank's opinion, as investment bankers, as to the
fairness, from a financial point of view, of the Exchange Ratio to the holders
of Flycast Common Stock.

In connection with Deutsche Bank's role as financial advisor to Flycast, and
in arriving at its opinion, Deutsche Bank has reviewed certain publicly
available financial and other information concerning Flycast and CMGI and
certain internal analyses and other information furnished to it by Flycast and
CMGI. Deutsche Bank has also held discussions with members of the senior
managements of Flycast and CMGI regarding the businesses and prospects of their
respective companies and the joint prospects of a combined company. In
addition, Deutsche Bank has (i) reviewed the reported prices and trading
activity for Flycast Common Stock and CMGI Common Stock, (ii) reviewed recent
public research analyst reports concerning CMGI, (iii) compared certain
financial and stock market information for Flycast and CMGI with similar
information for certain companies whose securities are publicly traded, (iv)
reviewed the financial terms of certain recent business combinations which it
deemed comparable in whole or in part, (v) reviewed the terms of a draft of the
Merger Agreement dated September 27, 1999 and drafts of certain related
documents dated September 27, 1999, and (vi) performed such other studies and
analyses and considered such other factors as it deemed appropriate.

Deutsche Bank has not assumed responsibility for independent verification
of, and has not independently verified, any information, whether publicly
available or furnished to it, concerning Flycast or CMGI, including, without
limitation, any financial information, forecasts or projections considered in
connection with the rendering of its opinion. Accordingly, for purposes of its
opinion, Deutsche Bank has assumed and relied upon the accuracy and
completeness of all such information, and Deutsche Bank has not conducted a
physical inspection of any of the properties or assets, and has not prepared or
obtained any independent evaluation or appraisal of any of the assets or
liabilities, of Flycast or CMGI. With respect to the financial forecasts and
projections made available to Deutsche Bank and used in its analyses, Deutsche
Bank has assumed that they have been reasonably prepared on bases reflecting
the best currently available estimates and judgments of the management of
Flycast as to the matters covered thereby. In rendering its opinion, Deutsche
Bank expresses no view as to the reasonableness of such forecasts and
projections or the assumptions on which they are based. Deutsche Bank was not
provided with, and did not rely on, any forecasts or projections concerning
CMGI. Deutsche Bank has assumed with your consent for purposes of its analysis
that the value of the CMGI Common Stock to be received by stockholders of
Flycast in the proposed Transaction is equal to the closing trading price of
the CMGI Common Stock as of September 28, 1999, and Deutsche Bank expresses no
opinion or view on the value of the CMGI Common Stock.

B-1
<PAGE>

Deutsche Bank does not express any opinion as to the price at which the shares
of CMGI Common Stock that are to be issued pursuant to the proposed Transaction
will be traded in the future. Deutsche Bank's opinion is necessarily based upon
economic, market and other conditions as in effect on, and the information made
available to it as of, the date hereof. Although subsequent developments may
affect this opinion, Deutsche Bank assumes no obligation to update, revise or
reaffirm this opinion.

For purposes of rendering its opinion, Deutsche Bank has assumed that, in
all respects material to its analysis, the representations and warranties of
Flycast, CMGI and Sub contained in the Merger Agreement are true and correct,
Flycast, CMGI and Sub each will perform all of the covenants and agreements to
be performed by it under the Merger Agreement and all conditions to the
obligations of each of Flycast, CMGI and Sub to consummate the Transaction will
be satisfied without any waiver thereof. Deutsche Bank has also assumed that
all material governmental, regulatory or other approvals and consents required
in connection with the consummation of the Transaction will be obtained and
that in connection with obtaining any necessary governmental, regulatory or
other approvals and consents, or any amendments, modifications or waivers to
any agreements, instruments or orders to which either Flycast or CMGI is a
party or is subject or by which it is bound, no limitations, restrictions or
conditions will be imposed or amendments, modifications or waivers made that
would have a material adverse effect on Flycast or CMGI or materially reduce
the contemplated benefits of the Transaction to Flycast. In addition, you have
informed Deutsche Bank, and accordingly for purposes of rendering its opinion
Deutsche Bank has assumed, that the Transaction will be tax-free to each of
Flycast and CMGI and their respective stockholders and that the Transaction
will be accounted for as a purchase.

This opinion is addressed to, and for the use and benefit of, the Board of
Directors of Flycast and is not a recommendation to the stockholders of Flycast
to approve the Transaction. This opinion is limited to the fairness, from a
financial point of view, to Flycast of the Exchange Ratio, and Deutsche Bank
expresses no opinion as to the merits of the underlying decision by Flycast to
engage in the Transaction.

Deutsche Bank will be paid a fee for its services as financial advisor to
Flycast in connection with the Transaction, a substantial portion of which is
contingent upon consummation of the Transaction. Deutsche Bank is an affiliate
of Deutsche Bank AG (together with its affiliates, the "DB Group"). One or more
members of the DB Group have, from time to time, provided investment banking
and other financial services to Flycast or its affiliates for which such member
has received compensation, including the initial public offering of Flycast. In
the ordinary course of business, members of the DB Group publish research
reports regarding the internet industry and the business and services of
publicly owned companies in the internet industry. In the ordinary course of
business, members of the DB Group may actively trade in the securities and
other instruments and obligations of Flycast and CMGI for their own accounts
and for the accounts of their customers. Accordingly, the DB Group may at any
time hold a long or short position in such securities, instruments and
obligations.

This opinion may not be published or otherwise used or referred to, nor
shall any public reference to Deutsche Bank be made, without the prior written
consent of Deutsche Bank. Deutsche Bank hereby consents, however, to the
inclusion of this opinion in its entirety as an exhibit to any proxy or
registration statement distributed to the shareholders of Flycast in connection
with the approval of the proposed Transaction and to any description of, or
reference to, this opinion therein in form and substance acceptable to Deutsche
Bank and its legal counsel.

Based upon and subject to the foregoing, it is Deutsche Bank's opinion as
investment bankers that the Exchange Ratio is fair, from a financial point of
view, to the holders of Flycast Common Stock.

Very truly yours,
/s/ Deutsche Bank Securities Inc.
DEUTSCHE BANK SECURITIES INC.

B-2
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law grants the Registrant
the power to indemnify each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative by reason
of the fact that he is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Registrant, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful;
provided, however, no indemnification shall be made in connection with any
proceeding brought by or in the right of the Registrant where the person
involved is adjudged to be liable to the Registrant except to the extent
approved by a court. Article NINTH of the Registrant's Restated Certificate of
Incorporation and Article VII of the Registrant's Restated By-laws provide that
the Registrant shall, to the fullest extent permitted by applicable law,
indemnify each person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit, or proceeding by reason
of the fact that he is or was, or has agreed to become, a director or officer
of the Registrant, or is or was serving at the written request of the
Registrant, as a director, officer or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust, or other
enterprise. The indemnification provided for in each of Article NINTH and
Article VII is expressly not exclusive of any other rights to which those
seeking indemnification may be entitled under any law, agreement, or vote of
stockholders or disinterested directors or otherwise, and shall inure to the
benefit of the heirs, executors, and administrators of such persons. Article
VII also provides that the Registrant shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the Registrant, or is or was serving at the request of
the Registrant, as a director, trustee, partner, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against any liability asserted against and incurred by such person in any such
capacity.

Pursuant to Section 102(b)(7) of the Delaware General Corporation Laws,
Article EIGHTH of the Registrant's Restated Certificate of Incorporation
eliminates a director's personal liability for monetary damages to the
Registrant and its stockholders for breaches of fiduciary duty as a director,
except in circumstances involving a breach of a director's duty of loyalty to
the Registrant or its stockholders, acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of the law, self-
dealing, or the unlawful payment of dividends or repurchase of stock.

The Registrant maintains an insurance policy on behalf of itself and certain
of its subsidiaries, and on behalf of the directors and officers thereof,
covering certain liabilities which may arise as a result of the actions of the
directors and officers.

The Registrant has entered into agreements with all of its directors
affirming the Registrant's obligation to indemnify them to the fullest extent
permitted by law and providing various other protections.

II-1
<PAGE>

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

<TABLE>
<C> <S>
2.1(1) Agreement and Plan of Merger, dated as of September 29, 1999, by and
among the Registrant, Freemont Corporation and Flycast Communications
Corporation.
3.1(2) Restated Certificate of Incorporation of the Registrant.
3.2(3) Certificate of Designations, Preferences and Rights of Series D
Preferred Stock of the Registrant.
3.3 Restated By-laws of the Registrant, as amended.
4.1(4) Specimen stock certificate representing common stock, $.01 par value
per share, of the Registrant.
4.2(5) Stock Option Agreement, dated as of September 29, 1999, between the
Registrant and Flycast Communications Corporation.
4.3(5) Stockholder Agreement, dated as of September 29, 1999, by and among
the Registrant and each of the Stockholders of Flycast Communications
Corporation listed on Schedule I thereto.
5.1 Opinion of Hale and Dorr LLP.
8.1 Opinion of Hale and Dorr LLP as to tax matters.
8.2 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to tax matters.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit
8.2).
23.3 Consent of KPMG LLP.
23.4 Independent Auditors' Consent of Deloitte & Touche LLP.
23.5 Consent of Deutsche Bank Securities Inc.
23.6 Consent of PricewaterhouseCoopers LLP.
23.7 Consent of Singer Lewak Greenbaum & Goldstein LLP.
24.1 Power of Attorney (included in the signature page of this Registration
Statement).
99.1(6) Opinion of Deutsche Bank Securities Inc.
99.2 Form of Proxy Card of Flycast Communications Corporation.
</TABLE>
- --------
(1) Attached as Annex A to the Proxy Statement/Prospectus, which is part of
this Registration Statement.
(2) Incorporated by reference from the Registrant's Registration Statement on
Form S-3 (File No. 333-85047) filed on August 12, 1999.
(3) Incorporated by reference from the Registrant's Current Report on Form 8-K
filed on September 2, 1999.
(4) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the fiscal year ended July 31, 1999.
(5) Attached as an Exhibit to the Agreement and Plan of Merger attached as
Annex A to the Proxy Statement/Prospectus, which is part of this
Registration Statement.
(6) Attached as Annex B to the Proxy Statement/Prospectus, which is part of
this Registration Statement.

(b) Financial Statement Schedules

All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions or are not applicable, and, therefore, have been
omitted.

Item 22. Undertakings.

A. The undersigned Registrant hereby undertakes:

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

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act").

II-2
<PAGE>

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

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

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

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

B. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (and where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act), that is incorporated by reference in this Registration Statement
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.

C. The Registrant hereby undertakes as follows:

(1) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items
of the applicable form.

(2) That every prospectus (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to this Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

D. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with

II-3
<PAGE>

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.

E. The Registrant hereby undertakes to respond to requests for information
that is incorporated by reference into the prospectus pursuant to Items 4,
10(b), 11, or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This included information contained in documents filed
subsequent to the effective date of this Registration Statement through the
date of responding to the request.

F. The Registrant hereby undertakes to supply by means of a post-effective
amendment all information concerning a transaction, and the company being
acquired involved herein, that was not the subject of and included in the
Registration Statement when it became effective.

II-4
<PAGE>

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 Town of Andover, Commonwealth of
Massachusetts on the 3rd day of December, 1999.

CMGI, INC.

/s/ Andrew J. Hajducky III
By: _________________________________
Andrew J. Hajducky III
Chief Financial Officer and
Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below on this Registration Statement hereby constitutes and appoints David S.
Wetherell and Andrew J. Hajducky III, their true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for them and in
their name, place and stead, in any and all capacities (unless revoked in
writing) to sign any and all amendments to this Registration Statement to which
this power of attorney is attached, including any post-effective amendments as
well as any related registration statement (or amendment thereto) filed in
reliance upon Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting to such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
connection therewith, as fully to all intents and purposes as they might and
could do in person, hereby 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 thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

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

<S> <C> <C>
/s/ David S. Wetherell Chairman of the Board, December 3, 1999
______________________________________ President, Chief
David S. Wetherell Executive Officer and
Director (Principal
Executive Officer)

/s/ Andrew J. Hajducky III Chief Financial Officer December 3, 1999
______________________________________ and Treasurer (Principal
Andrew J. Hajducky III Financial and Accounting
Officer)

/s/ William H. Berkman Director December 3, 1999
______________________________________
William H. Berkman

/s/ Craig D. Goldman Director December 3, 1999
______________________________________
Craig D. Goldman

Director
______________________________________
Avram Miller

/s/ Robert J. Ranalli Director December 3, 1999
______________________________________
Robert J. Ranalli

/s/ William D. Strecker Director December 3, 1999
______________________________________
William D. Strecker
</TABLE>

II-5
<PAGE>

EXHIBIT INDEX

<TABLE>
<C> <S>
2.1(1) Agreement and Plan of Merger, dated as of September 29, 1999, by and
among the Registrant, Freemont Corporation and Flycast Communications
Corporation.
3.1(2) Restated Certificate of Incorporation of the Registrant.
3.2(3) Certificate of Designations, Preferences and Rights of Series D
Preferred Stock of the Registrant.
3.3 Restated By-laws of the Registrant, as amended.
4.1(4) Specimen stock certificate representing common stock, $.01 par value
per share, of the Registrant.
4.2(5) Stock Option Agreement, dated as of September 29, 1999, between the
Registrant and Flycast Communications Corporation.
4.3(5) Stockholder Agreement, dated as of September 29, 1999, by and among
the Registrant and each of the Stockholders of Flycast Communications
Corporation listed on Schedule I thereto.
5.1 Opinion of Hale and Dorr LLP.
8.1 Opinion of Hale and Dorr LLP as to tax matters.
8.2 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. as to tax matters.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit
8.2).
23.3 Consent of KPMG LLP.
23.4 Independent Auditors' Consent of Deloitte & Touche LLP.
23.5 Consent of Deutsche Bank Securities Inc.
23.6 Consent of PricewaterhouseCoopers LLP.
23.7 Consent of Singer Lewak Greenbaum & Goldstein LLP.
24.1 Power of Attorney (included in the signature page of this Registration
Statement).
99.1(6) Opinion of Deutsche Bank Securities Inc.
99.2 Form of Proxy Card of Flycast Communications Corporation.
</TABLE>
- --------
(1) Attached as Annex A to the Proxy Statement/Prospectus, which is part of
this Registration Statement.
(2) Incorporated by reference from the Registrant's Registration Statement on
Form S-3 (File No. 333-85047) filed on August 12, 1999.
(3) Incorporated by reference from the Registrant's Current Report on Form 8-K
filed on September 2, 1999.
(4) Incorporated by reference from the Registrant's Annual Report on Form 10-K
for the fiscal year ended July 31, 1999.
(5) Attached as an Exhibit to the Agreement and Plan of Mereger attached as
Annex A to the Proxy Statement/Prospectus, which is a part of this
Registration Statement.
(6) Attached as Annex B to the Proxy Statement/Prospectus, which is part of
this Registration Statement.

<PAGE>

EXHIBIT 3.3

__________________________________________

RESTATED

BY-LAWS

CMGI, INC.
(a Delaware corporation)

Originally adopted on November 8, 1993

Amended on September 8, 1999

Amended on November 8, 1999

__________________________________________
<PAGE>

CMGI, INC.

(a Delaware corporation)

BY-LAWS

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

Page
<S> <C>

ARTICLE I. OFFICES................................................... 1
SECTION 1. Registered Office........................................ 1
SECTION 2. Other Offices............................................ 1

ARTICLE II. MEETINGS OF STOCKHOLDERS................................. 1
SECTION 1. Place of Meeting......................................... 1
SECTION 2. Annual Meetings.......................................... 1
SECTION 3. Special Meetings......................................... 1
SECTION 4. Notice................................................... 1
SECTION 5. Quorum and Adjournments.................................. 2
SECTION 6. Notice of Stockholder Business........................... 2
SECTION 7. Inspectors............................................... 3
SECTION 8. Voting................................................... 3

ARTICLE III. NOMINATION OF DIRECTOR CANDIDATES....................... 4
SECTION 1. Notification of Nominees................................. 4
SECTION 2. Substitution of Nominees................................. 4
SECTION 3. Compliance with Procedures............................... 5

ARTICLE IV. DIRECTORS................................................ 5
SECTION 1. Powers................................................... 5
SECTION 2. Number, Qualification.................................... 5
SECTION 3. Removal.................................................. 5
SECTION 4. Vacancies and New Directorships.......................... 5
SECTION 5. Meetings................................................. 6
SECTION 6. Votes.................................................... 6
SECTION 7. Quorum and Adjournment................................... 6
SECTION 8. Compensation............................................. 7
SECTION 9. Action by Consent of Directors........................... 7

ARTICLE V. COMMITTEES OF DIRECTORS................................... 7
SECTION 1. Executive Committee...................................... 7
SECTION 2. Audit Committee.......................................... 8
SECTION 3. Other Committees......................................... 9
SECTION 4. Term of Office........................................... 9
</TABLE>

i
<PAGE>

Page
<S> <C>

ARTICLE VI. OFFICERS................................................. 9
SECTION 1. Officers................................................. 9
SECTION 2. Vacancies................................................ 10
SECTION 3. Chairman of the Board.................................... 10
SECTION 4. President................................................ 10
SECTION 5. Executive Vice Presidents and Vice Presidents............ 10
SECTION 6. Secretary................................................ 10
SECTION 7. Assistant Secretaries.................................... 10
SECTION 8. Treasurer................................................ 10
SECTION 9. Assistant Treasurers..................................... 11
SECTION 10. Controller.............................................. 11
SECTION 11. Assistant Controllers................................... 11
SECTION 12. Subordinate Officers.................................... 11
SECTION 13. Compensation............................................ 11
SECTION 14. Removal................................................. 11
SECTION 15. Bonds................................................... 11

ARTICLE VII. INDEMNIFICATION......................................... 12
SECTION 1. Indemnification.......................................... 12
SECTION 2. Authorization............................................ 13
SECTION 3. Expense Advance.......................................... 13
SECTION 4. Nonexclusivity........................................... 13
SECTION 5. Insurance................................................ 13
SECTION 6. The Corporation.......................................... 13
SECTION 7. Other Indemnification.................................... 14
SECTION 8. Other Definitions........................................ 14
SECTION 9. Continuation of Indemnification.......................... 14
SECTION 10. Amendment or Reveal..................................... 14

ARTICLE VIII. CERTIFICATES OF STOCK.................................. 14
SECTION 1. Form and Execution of Certificates....................... 14
SECTION 2. Transfer of Shares....................................... 15
SECTION 3. Closing of Transfer Books................................ 15
SECTION 4. Fixing Date for Determination of Stockholders of Record.. 15
SECTION 5. Lost or Destroyed Certificates........................... 16
SECTION 6. Uncertificated Shares.................................... 17

ARTICLE IX. EXECUTION OF DOCUMENTS................................... 17
SECTION 1. Execution of Checks, Notes, etc.......................... 17
SECTION 2. Execution of Contracts, Assignments, etc................. 17
SECTION 3. Execution of Proxies..................................... 17

ARTICLE X. INSPECTION OF BOOKS....................................... 17

ARTICLE XI. FISCAL YEAR.............................................. 17

ARTICLE XII. SEAL.................................................... 18

ARTICLE XIII. AMENDMENTS............................................. 18

</TABLE>

ii
<PAGE>

CMGI, INC.

(a Delaware corporation)

BY-LAWS

ARTICLE I. OFFICES
---------

SECTION 1. REGISTERED OFFICE. The registered office of the Corporation in
-----------------
the State of Delaware is located at 1209 Orange Street, in the City of
Wilmington, County of New Castle, The name of its registered agent at such
address is The Corporation Trust Company.

SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
-------------
other places, within or without the State of Delaware, as the Board of Directors
may from time to time appoint or the business of the Corporation may require.

ARTICLE II. MEETINGS OF STOCKHOLDERS
----------

SECTION 1. PLACE OF MEETING. Meetings of the Stockholders shall be held
----------------
either within or without the State of Delaware at such place as the Board of
Directors may fix.

SECTION 2. ANNUAL MEETINGS. The annual meeting of stockholders shall be
---------------
held for the election of directors on such date and at such time as the Board of
Directors may fix. Any other business properly brought before the annual meeting
of stockholders as provided by applicable law and by these By-Laws may be
transacted at the annual meeting.

SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders for any
----------------
purpose or purposes may be called by the Chairman of the Board of Directors, or
pursuant to a resolution approved by a majority of the Whole Board (as defined
below), or upon receipt of a written request signed by stockholders owning at
least 20 percent of the stock entitled to vote at the meeting. Any such
resolution of the Board of Directors or any such request of stockholders shall
state the purpose or purposes of the proposed meeting. Business transacted at
any special meeting is limited to the purposes stated in the notice. For the
purposes of these By-Laws, the term "Whole Board" is defined as the total number
of Directors which the Corporation would have if there were no vacancies.

SECTION 4. NOTICE. Written or printed notice of every meeting of
------
stockholders, annual or special, stating the hour, date and place thereof, and,
in the case of special meetings, the purpose or purposes for which the meeting
is called shall, not less than ten (10), or such longer period as shall be
provided by law, the Certificate of Incorporation, these By-Laws, or otherwise,
and not more than sixty (60) days before such meeting, be delivered or mailed to
each stockholder entitled to vote thereat, at his address as it appears upon the
stock records of the Corporation or, if such stockholder shall have filed with
the Secretary of the Corporation a written request that notices intended for him
be mailed to some other address, then to the address designated in such request.

-1-
<PAGE>

SECTION 5. QUORUM AND ADJOURNMENTS. Except as otherwise provided by law or
-----------------------
by the Certificate of Incorporation, the presence in person or by proxy at any
meeting of stockholders of the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote
thereat, shall be requisite and shall constitute a quorum. If two or more
classes of stock are entitled to vote as separate classes upon any question,
then, in the case of each such class, a quorum for the consideration of such
question shall, except as otherwise provided by law or by the Certificate of
Incorporation, consist of a majority in interest of all stock of that class
issued, outstanding and entitled to vote. If a majority of the shares of capital
stock of the Corporation issued and outstanding and entitled to vote thereat at,
or, where a larger quorum is required, such larger quorum, shall not be
represented at any meeting of the stockholders, the holders of a majority of the
shares present or represented by proxy and entitled to vote thereat shall have
the power to adjourn the meeting to another time, or to another time and place,
without notice other than announcement of adjournment at the meeting, and there
may be successive adjournments for like cause and in like manner until the
requisite amount of shares entitled to vote at such meeting shall be
represented; provided, however, that if the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, written notice of the hour, date and place of the adjourned
meeting shall be given to each stockholder entitled to vote thereat. At any
adjourned meeting any business may be transacted which might have been
transacted at the original meeting. Subject to the requirements of law and the
Certificate of Incorporation, on any issue on which two or more classes of stock
are entitled to vote separately, no adjournment shall be taken with respect to
any class for which a quorum is present unless the Chairman of the meeting
otherwise directs. At any meeting held to consider matters which were subject to
adjournment for want of a quorum at which the requisite amount of shares
entitled to vote thereat shall be represented, any business may be transacted
which might have been transacted at the meeting as originally noticed.

SECTION 6. NOTICE OF STOCKHOLDER BUSINESS. At an annual meeting of the
------------------------------
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (A) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Chairman of the Board of Directors,
(B) otherwise properly brought before the meeting by or at the direction of a
majority of the whole Board, or (C) otherwise properly brought before the
meeting by a stockholder as provided by and in accordance with applicable law,
rules and regulations and these By-Laws. For business to be properly brought
before an annual meeting by a stockholder, the stockholders must have given
timely notice thereof in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice must be delivered to or mailed to and received at
the principal executive offices of the Corporation in accordance with applicable
law, rules and regulations and not less than 120 days in advance of the date of
the Corporation's notice of annual meeting released to stockholders in
connection with the previous year's annual meeting of stockholders, except that
if no annual meeting was held in the previous year or the date of the annual
meeting has been changed by more than 30 calendar days from the date
contemplated at the time of the previous year's notice of annual meeting of
stockholders, then, in that event only, a stockholders' notice hereunder must be
delivered to and received at the principal executive offices of the corporation
at least 30 calendar days before the notice of the date of the annual meeting is
mailed to stockholders in the current year.

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<PAGE>

A stockholder's notice to the Secretary shall set forth as to each matter
the stockholder proposes to bring before the annual meeting (A) a brief
description of the business 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 stockholder proposing
such business, (C) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (D) any material interest of the
stockholder in such business. Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with applicable law, rules and regulations, and in accordance with
the procedures set forth in this SECTION 6 OF ARTICLE II.

The presiding officer of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that the business was not properly brought
before the meeting in accordance with this SECTION 6 of ARTICLE II, and if the
presiding officer should so determine, the presiding officer shall so declare to
the meeting and any such business not properly brought before the meeting shall
not be transacted.

SECTION 7. INSPECTORS. The Board of Directors shall appoint inspectors of
----------
election to act as judges of the voting and to determine those entitled to vote
at any meeting of stockholders, or any adjournment thereof, in advance of such
meeting, but if the Board of Directors fails to make such appointments or if an
appointee fails to serve, the presiding officer of the meeting of stockholders
may appoint substitute inspectors.

SECTION 8. VOTING. Except as otherwise provided by law or by the
-------
Certificate of Incorporation or by a resolution of the Board of Directors
adopted in accordance with the Certificate of Incorporation, each stockholder
shall be entitled at every meeting of the stockholders to one vote for each
share of stock having voting power standing in the name of such stockholder on
the books of the Corporation on the record date for the meeting and such votes
may be cast in person or by proxy executed in writing (or in such other manner
from time to time permitted by the General Corporation Law of the State of
Delaware). Every proxy must be duly executed in accordance with these By-Laws
and evidence thereof shall be filed with the Secretary of the Corporation. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date with the Secretary of
the Corporation. The vote upon any question brought before a meeting of the
stockholders may be by voice vote, unless otherwise required by these By-Laws or
unless the holders of a majority of the outstanding shares of all classes of
stock entitled to vote thereon present in person or by proxy at such meeting
shall so determine. Every vote taken by written ballot shall be counted by the
inspectors of election. When a quorum is present at any meeting, the vote of the
holders of a majority (or such other percentage as may be specified or required
by the Certificate of Incorporation, or by a resolution of the Board of
Directors adopted in accordance with SECTION 2 of ARTICLE FOURTH of the
Certificate of Incorporation, or by law, or by these By-Laws) of the stock which
has voting power present in person or represented by proxy and which has
actually voted shall decide any question properly brought before such meeting,
except the election or removal of Directors or as otherwise provided in these
By-Laws or the Certificate of Incorporation. With respect to any election or
questions required to be decided by any class of stock voting as a class, the
vote of the holders of a majority (or such other percentage as may be specified
or required by the Certificate of

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<PAGE>

Incorporation, or by a resolution of the Board of Directors adopted in
accordance with SECTION 2 of ARTICLE FOURTH of the Certificate of Incorporation,
or by law, or by these By-Laws) of such class of stock present in person or by
proxy and which actually voted shall decide any such election or question.

ARTICLE III. NOMINATION OF DIRECTOR CANDIDATES
-----------

SECTION 1. NOTIFICATION OF NOMINEES. Subject to the rights of holders of
------------------------
any class or series of stock having a preference over the Common Stock as to
dividends, upon liquidation, or to elect additional Directors under specified
circumstances, nominations for the election of Directors may be made by the
Board of Directors or a committee appointed by The Board of Directors or by any
stockholder entitled to vote in the election of Directors generally. However,
any stockholder entitled to vote in the election of Directors generally may
nominate one or more persons for election as Directors at a meeting only if
written notice of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation not later than 120
days in advance of the date of the Corporation's notice of annual meeting
released to stockholders in connection with the previous year's annual meeting
of stockholders, except that if no annual meeting was held in the previous year
or the date of the annual meeting has been changed by more than 30 calendar days
from the date contemplated at the time of the previous year's notice of annual
meeting of stockholders, then, in that event only, a stockholders' notice
hereunder must be delivered to and received at the principal executive offices
of the corporation at least 30 calendar days before the notice of the date of
the annual meeting is mailed to stockholders in the current year.

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

SECTION 2. SUBSTITUTION OF NOMINEES. If a person is validly designated as a
------------------------
nominee in accordance with Section 1 of this Article III, and shall thereafter
become unable or unwilling to stand for election to the Board of Directors, the
Board of Directors or the stockholder who proposed such nominee, as the case may
be, may designate a substitute nominee upon delivery, not fewer than five days
prior to the date of the meeting for the election of such nominee, of a written
notice to the Secretary setting forth such information regarding such substitute
nominee as would have been required to be delivered to the Secretary pursuant to
Section 1 of this Article III, had such substitute nominee been initially
proposed as a nominee. Such notice shall include a

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<PAGE>

signed consent to serve as a Director of the Corporation, if elected, of each
such substitute nominee.

SECTION 3. COMPLIANCE WITH PROCEDURES. If the presiding officer of the
--------------------------
meeting for the election or Directors determines that a nomination for any
candidate for election as a Director at such meeting was not made in accordance
with the applicable provisions of these By-Laws, such person will not be
eligible for election as a Director and such nomination shall be void.

ARTICLE IV . DIRECTORS
----------

SECTION 1. POWERS. The business and affairs of the Corporation shall be
------
managed by or under the direction of its Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by the Certificate of Incorporation directed or required to be
exercised or done by the stockholders.

SECTION 2. NUMBER, QUALIFICATION. Election and Terms. Except as otherwise
---------------------
fixed by, or pursuant to, the provisions of SECTION 2 of ARTICLE FOURTH of the
certificate of Incorporation relating to the rights of the holders of any class
or series of stock having a preference over the Common Stock, the number of
Directors shall be fixed from time to time by resolution of the Board of
Directors, but shall not be less than three nor more than fifteen persons. The
Directors, other than those who may be elected by the holders of any class or
series of stock having a preference over the Common Stock, shall be classified,
with respect to the time for which they severally hold office, into three
classes, as nearly equal in number as possible, as determined by the Board of
Directors. One class (Class I) shall hold office initially for a term expiring
at the annual meeting of stockholders to be held in 1994, and another class
(Class II) shall hold office initially for a term expiring at the annual meeting
of stockholders to be held in 1995, and another class ("Class III") shall hold
office initially for a term expiring at the annual meeting of stockholders to be
held in 1996, with the members of each class to hold office until their
successors are elected and qualified. At each succeeding annual meeting of the
stockholders of the Corporation, the successors of the class of Directors whose
term expires at that meeting shall be elected by plurality vote by written
ballot to hold office for a term expiring at the annual meeting for stockholders
held in the third year following the year of their election.

SECTION 3. REMOVAL. Subject to the rights of the holders of any class or
-------
series of stock having a preference over the Common Stock, any Director may be
removed from office by the stockholders in the manner provided in this SECTION 3
of ARTICLE IV. At any annual meeting of the stockholders of the Corporation or
at any special meeting of the stockholders of the Corporation, the notice of
which shall state that the removal of a Director or Directors is among the
purposes of the meeting, the affirmative vote of the holders of at least 75
percent of the combined voting power of the outstanding shares of Voting Stock
(as defined below), voting together as a single class, may remove such Director
or Directors. For the purposes of these By Laws, "Voting Stock" shall mean the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of Directors.

SECTION 4. VACANCIES AND NEW DIRECTORSHIPS. Except as otherwise fixed by or
-------------------------------
provided for or pursuant to the provisions of ARTICLE FOURTH of the Certificate
of Incorporation

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<PAGE>

relating to the rights of the holders of any class or series of
stock having a preference over the Common Stock, vacancies and newly created
directorships resulting from any increase in the authorized number of Directors
shall be filled solely by the affirmative vote of a majority of the Directors
then in office though less than a quorum, or by a sole remaining Director,
except as may be required by law. Any Director so chosen shall hold office for
the remainder of the full term of the class of Directors in which the new
directorship was created or the vacancy occurred and until such Director's
successor shall have been elected and qualified. No decrease in the authorized
number of Directors constituting the Board of Directors shall shorten the term
of any incumbent Director.

SECTION 5. MEETINGS. Meetings of the Board of Directors shall be held at
--------
such place, within or without the State of Delaware, as may from time to time be
fixed by resolution of the Board of Directors or by the Chairman of the Board,
if there be one, the President and as may be specified in the notice or waiver
of notice of any meeting. Meetings may be held at any time upon the call of the
Chairman of the Board, if there be one, or the President or any two (2) of the
Directors in office by oral, telegraphic, telex, telecopy or other form of
electronic transmission, or written notice, duly served or sent or mailed to
each Director not less than twenty-four (24) hours before such meeting, or such
shorter time period as the person or persons calling the meeting shall deem
appropriate under the circumstances.

Meetings may be held at any time and place without notice if all the
Directors are present and do not object to the holding of such meeting for lack
of proper notice or if those not present shall, in writing or by telegram,
telex, telecopy or other form of electronic transmission, waive notice thereof.
A regular meeting of the Board may be held without notice immediately following
the annual meeting of stockholders at the place where such meeting is held.
Regular meetings of the Board may also be held without notice at such time and
place as shall from time to time be determined by resolution of the Board.

Members of the Board of Directors or any committee thereof may participate
in a meeting of such Board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other and participation in a meeting pursuant to the
foregoing provisions shall constitute presence in person at the meeting.

SECTION 6. VOTES. Except as otherwise provided by law, the Certificate of
-----
Incorporation or otherwise, the vote of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.

SECTION 7. QUORUM AND ADJOURNMENT. Subject to SECTION 4 of this ARTICLE IV,
----------------------
and except as otherwise provided by law, the Certificate of Incorporation or
otherwise, a majority of the Directors shall constitute a quorum for the
transaction of business. If at any meeting of the Board there shall be less than
a quorum present, a majority of those present may adjourn the meeting from time
to time without notice other than announcement of the adjournment at the
meeting, and at such adjourned meeting at which a quorum is present any business
may be transacted which might have been transacted at the meeting as originally
noticed.

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<PAGE>

SECTION 8. COMPENSATION. Directors shall receive compensation for their
------------
services, as such, and for service on any Committee of the Board of Directors,
as fixed by resolution of the Board of Directors and for expenses of attendance
at each regular or special meeting of the Board or any Committee thereof.
Nothing in this Section shall be construed to preclude a Director from serving
the Corporation in any other capacity and receiving compensation therefor.

SECTION 9. ACTION BY CONSENT OF DIRECTORS. Any action required or permitted
------------------------------
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board, or committee. Such consent shall
be treated as a vote adopted at a meeting for all purposes. Such consents may be
executed in one or more counterparts and not every Director or committee member
need sign the same counterpart.

ARTICLE V. COMMITTEES OF DIRECTORS
---------

SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors may, by resolution
-------------------
passed by a majority of the Whole Board, appoint an Executive Committee of two
(2) or more members, to serve at the pleasure of the Board, to consist of such
directors as the Board may from time to time designate. The Board of Directors
shall designate the Chairman of the Executive Committee.

(a) PROCEDURE. The Executive Committee shall, by a vote of a majority of
----------
its members, fix its own times and places of meeting, determine the number of
its members constituting a quorum for the transaction of business, and prescribe
its own rules of procedure, no change in which shall be made save by a majority
vote of its members.

(b) RESPONSIBILITIES. During the intervals between the meetings of the
----------------
Board of Directors except as otherwise provided by the Board of Directors in
establishing such Committee or otherwise, the Executive Committee shall possess
and may exercise all the powers of the Board in the management and direction of
the business and affairs of the Corporation; provided, however, that the
Executive Committee shall not, except to the extent the Certificate of
Incorporation or the resolution providing for the issuance of shares of stock
adopted by the Board of Directors as provided in SECTION 151(A) of the Delaware
General Business Corporation Law, have the power:

(i) to amend or authorize the amendment of the Certificate of
Incorporation or these By-Laws;

(ii) to authorize the issuance of stock;

(iii) to authorize the payment of any dividend;

(iv) to adopt an agreement of merger or consolidation of the
Corporation or to recommend to the stockholders the sale, lease or exchange of
all or substantially all the property and business of the Corporation;

-7-
<PAGE>

(v) to recommend to the stockholders a dissolution, or a
revocation of a dissolution, of the Corporation; or

(vi) to adopt a certificate of ownership and merger pursuant to
SECTION 253 of the Delaware Business Corporation Law.

(c) REPORTS. The Executive Committee shall keep regular minutes of its
-------
proceedings, and all action by the Executive Committee shall be reported
promptly to the Board of Directors. Such action shall be subject to review,
amendment and repeal by the Board, provided that no rights of third parties
shall be adversely affected by such review, amendment or repeal.

(d) APPOINTMENT OF ADDITIONAL MEMBERS. In the absence or
---------------------------------
disqualification of any member of the Executive Committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
constituting a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or disqualified
member.

SECTION 2. AUDIT COMMITTEE. The Board of Directors may, by resolution
---------------
passed by a majority of the Whole Board, appoint an Audit Committee of two (2)
or more members who shall not be officers or employees of the Corporation to
serve at the pleasure of the Board. The Board of Directors shall designate the
Chairman of the Audit Committee.

(a) PROCEDURE. The Audit Committee, by a vote of a majority of its
---------
members, shall fix its own times and places of meeting, shall determine the
number of its members constituting a quorum for the transaction of business, and
shall prescribe its own rules of procedure, no change in which shall be made
save by a majority vote of its members.

(b) RESPONSIBILITIES. The Audit Committee shall review the annual
----------------
financial statements of the Corporation prior to their submission to the Board
of Directors, shall consult with the Corporation's independent auditors, and may
examine and consider such other matters in relation to the internal and external
audit of the Corporation's accounts and in relation to the financial affairs of
the Corporation and its accounts, including the selection and retention of
independent auditors, as the Audit Committee may, in its discretion, determine
to be desirable.

(c) REPORTS. The Audit Committee shall keep regular minutes of its
-------
proceedings, and all action by the Audit Committee shall, from time to time, be
reported to the Board of Directors as it shall direct. Such action shall be
subject to review, amendment and repeal by the Board, provided that no rights of
third parties shall be adversely affected by such review, amendment or repeal.

(d) APPOINTMENT OF ADDITIONAL MEMBERS. In the absence or
---------------------------------
disqualification of any member of the Audit Committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
constituting a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or disqualified
member.

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<PAGE>

SECTION 3. OTHER COMMITTEES. The Board of Directors may, by resolution
----------------
passed by a majority of the Whole Board, at any time appoint one or more other
committees, including a compensation committee, from and outside of its own
number. Every such committee must include at least one member of the Board of
Directors. The Board may from time to time designate or alter, within the limits
permitted by law, the Certificate of Incorporation and this Article, if
applicable, the duties, powers and number of members of such other committees or
change their membership, and may at any time abolish such other committees or
any of them.

(a) PROCEDURE. Each committee, appointed pursuant to this Section 3)
---------
shall, by a vote of a majority of its members, fix its own times and places of
meeting, determine the number of its members constituting a quorum for the
transaction of business, and prescribe its own rules of procedure, no change in
which shall be made save by a majority vote of its members.

(b) RESPONSIBILITIES. Each committee, appointed pursuant to this
----------------
SECTION 3, shall exercise the powers assigned to it by the Board of Directors in
its discretion.

(c) REPORTS. Each committee appointed pursuant to this Section 3 shall
-------
keep regular minutes of proceedings, and all action by each such committee
shall, from time to time, be reported to the Board of Directors as it shall
direct. Such action shall be subject to review, amendment and repeal by the
Board, provided that no rights of third parties shall be adversely affected by
such review, amendment or repeal.

(d) APPOINTMENT OF ADDITIONAL MEMBERS. In the absence or
---------------------------------
disqualification of any member of each committee, appointed pursuant to this
SECTION 3, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another member of the Board of Directors (or, to the extent permitted,
another person) to act at the meeting in place of any such absent or
disqualified member.

SECTION 4. TERM OF OFFICE. Each member of a committee shall hold office
--------------
until the first meeting of the Board of Directors following the annual meeting
of stockholders (or until such other time as the Board of Directors may
determine, either in the vote establishing the committee or at the election of
such member or otherwise) and until his successor is elected and qualified, or
until he sooner dies, resigns, is removed, is replaced by change of membership
or becomes disqualified by ceasing to be a Director (where membership on the
Board is required), or until the committee is sooner abolished by the Board of
Directors.

ARTICLE VI. OFFICERS
----------

SECTION 1. OFFICERS. The Board of Directors shall elect a President, a
--------
Secretary and a Treasurer, and, in their discretion, may elect a Chairman of the
Board, a Vice Chairman of the Board, a Controller, and one or more Executive
Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Secretaries,
Assistant Treasurers and Assistant Controllers as they deem necessary or
appropriate. Such officers shall be elected annually by the Board of Directors
at its first meeting following the annual meeting of stockholders (or at such
other meeting as the Board of Directors determines), and each shall hold office
for the term provided by the vote of the

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<PAGE>

Board, except that each will be subject to removal from office in the discretion
of the Board as provided herein. The powers and duties of more than one office
may be exercised and performed by the same person.

SECTION 2. VACANCIES. Any vacancy in any office may be filled for the
---------
unexpired portion of the term by the Board of Directors, at any regular or
special meeting.

SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors,
---------------------
if elected, shall be a member of the Board of Directors and shall preside at its
meetings. He shall advise and counsel with the President, and shall perform such
duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4. PRESIDENT. The President shall be the chief executive officer
---------
of the Corporation, unless the Board of Directors designates the Chairman of the
Board of Directors or another officer as chief executive officer. Subject to the
direction of the Board of Directors, the President shall have and exercise
direct charge of and general supervision over the business and affairs of the
Corporation and shall perform all duties incident to the office of the President
of a corporation and such other duties as from time to time may be assigned to
him by the Board of Directors. The President may but need not be a member of the
Board of Directors.

SECTION 5. EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS. Each Executive
---------------------------------------------
Vice President and Vice President shall have and exercise such powers and shall
perform such duties as from time to time may be assigned to him by the Board of
Directors or the President.

SECTION 6. SECRETARY. The Secretary shall keep the minutes of all meetings
---------
of the stockholders and of the Board of Directors in books provided for the
purpose, he shall see that all notices are duly given in accordance with the
provisions of law and these By-Laws; he shall be custodian of the records and of
the corporate seal or seals of the Corporation; he shall see that the corporate
seal is affixed to all documents the execution of which, on behalf of the
Corporation under its seal, is duly authorized, and, when the seal is so
affixed, he may attest the same; he may sign, with the President, an Executive
Vice President or a Vice President, certificates of stock of the Corporation;
and, in general, he shall perform all duties incident to the office of secretary
of a corporation, and such other duties as from time to time may be assigned to
him by the Board of Directors.

SECTION 7. ASSISTANT SECRETARIES. The Assistant Secretaries in order of
---------------------
their seniority shall, in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors shall prescribe or as from time to time may be
assigned by the Secretary.

SECTION 8. TREASURER. The Treasurer shall have charge of and be
---------
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all monies or other valuable effects in such banks, trust companies
or other depositories as shall, from time to time, be selected by the Board of
Directors; he may endorse for collection on behalf of the Corporation checks,
notes and other obligations he may sign receipts and vouchers for payments made
to the Corporation; he may sign checks of the

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<PAGE>

Corporation, singly or jointly with another person as the Board of Directors may
authorize, and pay out and dispose of the proceeds under the direction of the
Board he shall render to the President and to the Board of Directors, whenever
requested, an account of the financial condition of the Corporation; he may
sign, with the President, or an Executive Vice President or a Vice President,
certificates of stock of the Corporation and in general, shall perform all the
duties incident to the office of treasurer of a corporation, and such other
duties as from time to time may be assigned to him by the Board of Directors.

SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurers in order of
--------------------
their seniority shall, in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties as the Board of Directors shall prescribe or as from time to time may be
assigned by the Treasurer.

SECTION 10. CONTROLLER. The Controller, if elected, shall be the chief
----------
accounting officer of the Corporation, in general, he shall perform all duties
incident to the office of a controller of a corporation, and in the absence of
or disability of the Treasurer or any Assistant Treasurer, perform the duties
and exercise the powers of the Treasurer and shall perform such other duties as
the Board of Directors shall prescribe or as from time to rime may be assigned
by the President or the Treasurer.

SECTION 11. ASSISTANT CONTROLLERS. The Assistant Controllers in order of
---------------------
their seniority shall, in the absence or disability of the Controller, perform
the duties and exercise the powers of the Controller and shall perform such
other duties as the Board of Directors shall prescribe or as from time to time
may be assigned by the Controller.

SECTION 12. SUBORDINATE OFFICERS. The Board of Directors may appoint such
--------------------
subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority and perform such duties as the Board
of Directors may prescribe. The Board of Directors may, from time to time,
authorize any officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.

SECTION 13. COMPENSATION. The Board of Directors, or a duly authorized
------------
executive compensation committee of the Board of Directors, shall fix the
compensation of all officers of the Corporation. It may authorize any officer,
upon whom the power of appointing subordinate officers may have been conferred,
to fix the compensation of such subordinate officers.

SECTION 14. REMOVAL. Any officer of the Corporation may be removed, with
-------
or without cause, by action of the Board of Directors.

SECTION 15. BONDS. The Board of Directors may require any officer of the
-----
Corporation to give a bond to the Corporation, conditional upon the faithful
performance of his duties, with one or more sureties and in such amount as may
be satisfactory to the Board of Directors.

-11-
<PAGE>

ARTICLE VII. INDEMNIFICATION
-----------

SECTION 1. INDEMNIFICATION.
---------------

(a) The Corporation shall indemnify and hold harmless, to the fullest
extent permitted by applicable law as it presently exists or may hereafter be
amended, any person who was or is a party or is threatened to be made a party or
is otherwise involved in any threatened, pending or completed action, suit or
proceeding. whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that he,
or a person for whom he is the legal representative, is or was a Director or
officer of the Corporation, or is or was serving at the express written request
of the Corporation as a Director, officer, trustee, partner, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise or
non-profit entity against all liability, losses, expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interest
of the Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

(b) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a Director or officer of the
Corporation, or is or was serving at the express written request of the
Corporation as a Director, officer, trustee, partner, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise or
non-profit entity against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for gross negligence or
willful misconduct in the performance of his duty to the Corporation unless and
only to the extent that the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon application
that despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery of the State of Delaware or such other
court shall deem proper.

(c) To the extent that any person referred to in PARAGRAPHS (A) OR (B)
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to therein, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

-12-
<PAGE>

SECTION 2. AUTHORIZATION. Any indemnification under SECTION 1 of this
-------------
ARTICLE VII (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, trustee, partner, or officer is proper in the circumstances because he
has met the applicable standard of conduct set forth in SECTION 1 of this
ARTICLE VII. Such determination shall be made: (A) by the Board of Directors by
a majority vote of a quorum consisting of directors who are not parties to such
action, suit or proceeding, or (B) if such a quorum is not obtainable, or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in written opinion, or (C) by the stockholders.

SECTION 3. EXPENSE ADVANCE. Expenses (including attorneys' fees) incurred
---------------
by an officer or director of the Corporation in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the manner provided in
SECTION 2 of this ARTICLE VII upon receipt of an undertaking by or on behalf of
such officer or director to repay such amount, if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this ARTICLE VII. Such expenses (including attorneys' fees)
incurred by other employees or agents of the Corporation may be so paid upon
such terms and conditions, if any, as the Board of Directors deems appropriate.

SECTION 4. NONEXCLUSIVITY. The indemnification and advancement of expenses
--------------
provided by, or granted pursuant to, the other Sections of this ARTICLE VII
shall not be deemed exclusive of any other rights to which any person seeking
indemnification or advancement of expenses may be entitled under any statute,
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

SECTION 5. INSURANCE. The Corporation shall have power to purchase and
---------
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, trustee, partner, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise or
non-profit entity against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this ARTICLE VII OR SECTION 145 of the Delaware General
Corporation Law.

SECTION 6. "THE CORPORATION." For the purposes of this Article, references
------------------
to "the Corporation" shall include the resulting corporation and, to the extent
that the Board of Directors of the resulting corporation so decides, all
constituent corporations (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors and officers so
that any person who is or was a director or officer of such a constituent
corporation or is or was serving at the request of such constituent corporation
as director, trustee, partner, or officer of another corporation, partnership,
joint venture, trust or other enterprise or non-profit entity shall stand in the
same

-13-
<PAGE>

position under the provisions of this ARTICLE VII with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

SECTION 7. OTHER INDEMNIFICATION. The Corporation's obligation, if any, to
---------------------
indemnify any person who was or is serving at its request as a director,
trustee, partner, or officer of another corporation, partnership, joint venture,
trust or other enterprise or non-profit entity shall be reduced by any amount
such person may collect as indemnification from such other corporation,
partnership, joint venture, trust or other enterprise or non-profit entity or
from insurance.

SECTION 8. OTHER DEFINITIONS. For purposes of this Article, references to
-----------------
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, trustee, or officer of the Corporation
which imposes duties on, or involves services by, such director, trustee, or
officer with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
ARTICLE VII.

SECTION 9. CONTINUATION OF INDEMNIFICATION. The indemnification and
-------------------------------
advancement of expenses provided by, or granted pursuant to, this Article shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, trustee, partner, or officer and shall inure to
the benefit of the heirs, executors and administrators of such a person.

SECTION 10. AMENDMENT OR REPEAL. No amendment or repeal of the provisions
-------------------
of this ARTICLE VII shall adversely affect any right or protection hereunder of
any person in respect of any act or omission occurring prior to the time of such
amendment or repeal.

ARTICLE VIII. CERTIFICATES OF STOCK
------------

SECTION 1. FORM AND EXECUTION OF CERTIFICATES. The interests of each
----------------------------------
stockholder of the Corporation shall be evidenced by a certificate or
certificates for shares of stock in such form as the Board of Directors may from
time to time prescribe. The certificates of stock of each class shall be
consecutively numbered and signed by the Chairman or Vice Chairman of the Board,
if any, or the President, or an Executive Vice President or a Vice President and
by the Secretary, or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer of the Corporation, and may be countersigned and registered in such
manner as the Board of Directors may by resolution prescribe, and shall bear the
corporate seal or a printed or engraved facsimile thereof. Where any such
certificate is signed by a transfer agent or transfer clerk acting on behalf of
the Corporation, the signatures of any such Chairman, Vice Chairman, President,
Executive Vice President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be facsimiles, engraved or printed. In case
any officer or officers, who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates, shall
cease to be such officer or officers, whether because of death, resignation or
otherwise, before such

-14-
<PAGE>

certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be issued and delivered by the
Corporation as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer or officers.

Every certificate for shares of stock which are subject to any restriction
on transfer pursuant to law, the Certificate of Incorporation, these By-Laws, or
any agreement to which the Corporation is a party, shall have the restriction
noted conspicuously on the certificate, and shall also set forth, on the face or
back, either the full text of the restriction or a statement of the existence of
such restriction and (except if such restriction is imposed by law) a statement
that the Corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.

Every certificate issued when the Corporation is authorized to issue more
than one class or series of stock shall set forth on its face or back either the
full text of the preferences, voting powers, qualifications, and special and
relative rights of the shares of each class and series authorized to be issued,
or a statement of the existence of such preferences, powers, qualifications and
rights, and a statement that the Corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.

SECTION 2. TRANSFER OF SHARES. The shares of the stock of the Corporation
------------------
shall be transferred on the books of the Corporation by the holder thereof in
person or by his attorney lawfully constituted, upon surrender for cancellation
of certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof or
guaranty of the authenticity of the signature as the Corporation or its agents
may reasonably require. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such shall or shares on the part of any other person whether or not
it shall have express or other notice thereof, save as expressly provided by law
or by the Certificate of Incorporation, It shall be the duty of each stockholder
to notify the Corporation of his post office address.

SECTION 3. CLOSING OF TRANSFER BOOKS. The stock transfer books of the
-------------------------
Corporation may, if deemed appropriate by the Board of Directors, be closed for
such length of time not exceeding fifty (50) days as the Board may determine,
preceding the date of any meeting of stockholders or the date for the payment of
any dividend or the date for the allotment of rights or the date when any
issuance, change, conversion or exchange of capital stock shall go into effect,
during which time no transfer of stock on the books of the Corporation may be
made.

SECTION 4. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In
-------------------------------------------------------
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any fights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors and which record date: (a) in

-15-
<PAGE>

the case of determination of stockholders entitled to vote at any meeting of
stockholders or adjournment thereof, shall, unless otherwise required by law,
the Certificate of Incorporation or otherwise, not be more than sixty (60) nor
less than ten (10) days before the date of such meeting; and (b) in the case of
any other action, shall not be more than sixty (60) days prior to such other
action. If no record date is fixed: (a) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; and (b) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

SECTION 5. LOST OR DESTROYED CERTIFICATES. In case of the loss or
------------------------------
destruction of any certificate of stock, a new certificate may be issued under
the following conditions:

(a) The owner of said certificate shall file with the Secretary or any
Assistant Secretary of the Corporation an affidavit giving the facts in relation
to the ownership, and in relation to the loss or destruction of said
certificate, stating its number and the number of shares represented thereby;
such affidavit shall be in such form and contain such statements as shall
satisfy the, President, any Executive Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer,
that said certificate has been accidentally destroyed or lost, and that a new
certificate ought to be issued in lieu thereof. Upon being so satisfied, any
such officer may require such owner to furnish the Corporation a bond in such
penal sum and in such form as he may deem advisable, and with a surety or
sureties approved by him, to indemnify and save harmless the Corporation from
any claim, loss, damage or liability which may be occasioned by the issuance of
a new certificate in lieu thereof. Upon such bond being so filed, if so
required, a new certificate for the same number of shares shall be issued to the
owner of the certificate so lost or destroyed; and the transfer agent and
registrar, if any, of stock shall countersign and register such new certificate
upon receipt of a written order signed by any such officer, and thereupon the
Corporation will save harmless said transfer agent and registrar. In case of the
surrender of the original certificate, in lieu of which a new certificate has
been issued, or the surrender of such new certificate, for cancellation, the
bond of indemnity given as a condition of the issue of such new certificate may
be surrendered; or

(b) The Board of Directors of the Corporation may by resolution
authorize and direct any transfer agent or registrar of stock of the Corporation
to issue and register respectively from time to time without further action or
approval by or on behalf of the Corporation new certificates of stock to replace
certificates reported lost, stolen or destroyed upon receipt of an affidavit of
loss and bond of indemnity in form and amount and with surety satisfactory to
such transfer agent or registrar in each instance or upon such terms and
conditions as the Board of Directors may determine.

-16-
<PAGE>

SECTION 6. UNCERTIFICATED SHARES. The Board of Directors of the
---------------------
Corporation may by resolution provide that one or more of any or all classes or
series of the stock of the Corporation shall be uncertificated shares, subject
to the provisions of SECTION 158 of the Delaware General Corporation Law.

ARTICLE IX. EXECUTION OF DOCUMENTS
----------

SECTION 1. EXECUTION OF CHECKS, NOTES, ETC. All checks and drafts on the
-------------------------------
Corporation's bank accounts and all bills of exchange and promissory notes, and
all acceptances, obligations and other instruments for the payment of money,
shall be signed by such officer or officers, or agent or agents, as shall be
thereunto authorized from time to time by the Board of Directors, which may in
its discretion authorize any such signatures to be by facsimile.

SECTION 2. EXECUTION OF CONTRACTS, ASSIGNMENTS, ETC. Unless the Board of
----------------------------------------
Directors shall have otherwise provided generally or in a specific instance, all
contracts, agreements, endorsements, assignments, transfers, stock powers, or
other instruments shall be signed by the Chairman of the Board of Directors, the
President, any Executive Vice President, any Senior Vice President, any Vice
President, the Secretary, any Assistant Secretary, the Treasurer or any
Assistant Treasurer. The Board of Directors may, however, in its discretion,
require any or all such instruments to be signed by any two or more of such
officers, or may permit any or all of such instruments to be signed by such
other officer or officers, agent or agents, as it shall thereunto authorize from
time to time.

SECTION 3. EXECUTION OF PROXIES. The Chairman of the Board of Directors,
--------------------
the President, any Executive Vice President, any Senior Vice President, or any
Vice President and the Secretary, the Treasurer, any Assistant Secretary or any
Assistant Treasurer, or any other officer designated by the Board of Directors,
may sign on behalf of the Corporation proxies to vote upon shares of stock of
other companies standing in the name of the Corporation.

ARTICLE X. INSPECTION OF BOOKS
---------

The Board of Directors shall determine from time to time whether, and if
allowed, to what extent and at what time and places and under what conditions
and regulations, the accounts and books of the Corporation (except such as may
by law be specifically open to inspection) or any of them, shall be open to the
inspection of the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the Corporation, except as conferred
by the laws of the State of Delaware, unless and until authorized so to do by
resolution of the Board of Directors of the Corporation.

ARTICLE XI. FISCAL YEAR
----------

The fiscal year of the Corporation shall be determined from time to time by
vote of the Board of Directors.

-17-
<PAGE>

ARTICLE XII. SEAL
-----------

The seal of the Corporation shall, subject to alteration by the Board of
Directors, consist of a flat-faced circular die with the word "Delaware,"
together with the name of the Corporation and the year of incorporation, cut or
engraved thereon.

ARTICLE XIII. AMENDMENTS
------------

Subject to the provisions of the Certificate of Incorporation, these By-
Laws may be amended, altered, changed or repealed, and a provision or provisions
in consistent with the provisions of these By-Laws as they exist from time to
time may be adopted, only by the majority vote of the whole Board or by the
affirmative vote of the holders of at least 75% of the voting stock, voting
together as a single class.

-18-

<PAGE>

EXHIBIT 5.1

HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * Fax 617-526-5000

December 3, 1999

CMGI, Inc.
100 Brickstone Square
Andover, Massachusetts 01810

Re: Registration Statement on Form S-4
----------------------------------

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration
Statement on Form S-4 (File No. 333-_____) (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
of 9,801,662 shares of Common Stock, $0.01 par value per share (the "Shares"),
of CMGI, Inc., a Delaware corporation (the "Buyer").

The Shares are to be issued by the Buyer pursuant to an amended and
restated agreement and plan of merger (the "Merger Agreement") entered into by
and among the Buyer, Freemont Corporation, a Delaware corporation (the
"Transitory Subsidiary"), and Flycast Communications Corporation, a Delaware
corporation (the "Company"). Capitalized terms used herein and not otherwise
defined shall have the respective meanings ascribed to such terms as in the
Merger Agreement.

We are acting as counsel for the Buyer and Transitory Subsidiary in
connection with the issuance by the Buyer of the Shares. We have examined signed
copies of the Registration Statement as filed with the Commission. We have also
examined and relied upon the Merger Agreement, minutes of meetings of the
stockholders and the Board of Directors and the Buyer as provided to us by the
Buyer, stock record books of the Buyer as provided to us by the Buyer, the
Certificate of Incorporation and By-Laws of the Buyer, each as restated and/or
amended to date, and such other documents as we have deemed necessary for
purposes of rendering the opinions hereinafter set forth.

In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.

<PAGE>

CMGI, Inc.
December 3, 1999
page 2

We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Merger Agreement, to register and
qualify the Shares for sale under all applicable state securities or "blue sky"
laws.

We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of The Commonwealth of Massachusetts, the Delaware
General Corporation Law statute and the federal laws of the United States of
America. To the extent that any other laws govern the matters as to which we
are opining herein, we have assumed that such laws are identical to the state
laws of The Commonwealth of Massachusetts, and we are expressing no opinion
herein as to whether such assumption is reasonable or correct.

Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for in accordance with the terms and conditions of the Merger
Agreement, the Shares will be validly issued, fully paid and nonassessable.

It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Proxy Statement/Prospectus under the caption
"Legal Matters." In giving such consent, we do not hereby admit that we are in
the category of persons whose consent is required under Section 7 of the of the
Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Hale and Dorr LLP

HALE AND DORR LLP

<PAGE>
Exhibit 8.1

HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * Fax 617-526-5000

December 3, 1999

CMGI, Inc.
100 Brickstone Square
Andover, MA 01810

Re: Merger Pursuant to Agreement and Plan of Merger by and Among
CMGI, Inc., Freemont Corporation, and Flycast Communications
Corporation
------------------------------------------------------------

Ladies and Gentlemen:

This opinion is being delivered to you in connection with the filing of a
registration statement (the "Registration Statement") on Form S-4, which
includes the Joint Proxy Statement and Prospectus relating to the Agreement and
Plan of Merger dated as of September 29, 1999 (the "Merger Agreement"), by and
among CMGI, Inc., a Delaware corporation ("Buyer"), Freemont Corporation, a
Delaware corporation and wholly owned subsidiary of Buyer ("Transitory
Subsidiary"), and Flycast Communications Corporation, a Delaware corporation
("Company"). Pursuant to the Merger Agreement, Transitory Subsidiary will merge
with and into Company (the "Merger"). Except as otherwise provided, capitalized
terms not defined herein have the meanings set forth in the Merger Agreement and
the exhibits thereto or in the letters delivered to Hale and Dorr LLP by Buyer
and Company containing certain representations of Buyer and Company relevant to
this opinion (the "Representation Letters"). All section references, unless
otherwise indicated, are to the United States Internal Revenue Code of 1986, as
amended (the "Code").

In our capacity as counsel to Buyer in the Merger, and for purposes of
rendering this opinion, we have examined and relied upon the Registration
Statement, the Merger Agreement and the exhibits thereto, the Representation
Letters, and such other documents as we considered relevant to our analysis. In
our examination of documents, we have assumed the authenticity of original
documents, the accuracy of copies, the genuineness of signatures, and the legal
capacity of signatories.

CMGI, Inc.
December 3, 1999
Page 2

terms and conditions set forth in the Merger Agreement without the waiver or
modification of any such terms and conditions. Furthermore, we have assumed that
all representations contained in the Merger Agreement, as well as those
representations contained in the Representation Letters, are, and at the
Effective Time will be, true and complete in all material respects, and that any
representation made in any of the documents referred to herein "to the best of
the knowledge and belief" (or similar qualification) of any person or party is
correct without such qualification. We have also assumed that as to all matters
for which a person or entity has represented that such person or entity is not a
party to, does not have, or is not aware of, any plan, intention, understanding,
or agreement, there is no such plan, intention, understanding, or agreement. We
have not attempted to verify independently such representations, but in the
course of our representation, nothing has come to our attention that would cause
us to question the accuracy thereof.

The conclusions expressed herein represent our judgment as to the proper
treatment of certain aspects of the Merger under the income tax laws of the
United States based upon the Code, Treasury Regulations, case law, and rulings
and other pronouncements of the Internal Revenue Service (the "IRS") as in
effect on the date of this opinion. No assurances can be given that such laws
will not be amended or otherwise changed prior to the Effective Time, or at any
other time, or that such changes will not affect the conclusions expressed
herein. Nevertheless, we undertake no responsibility to advise you of any
developments after the Effective Time in the application or interpretation of
the income tax laws of the United States.

Our opinion represents our best judgment of how a court would decide if
presented with the issues addressed herein and is not binding upon either the
IRS or any court. Thus, no assurances can be given that a position taken in
reliance on our opinion will not be challenged by the IRS or rejected by a
court.

On the basis of, and subject to, the foregoing, and in reliance upon the
representations and assumptions described above, we are of the opinion that the
Merger will constitute a reorganization within the meaning of Section 368(a).

No opinion is expressed as to any federal income tax consequence of the
Merger except as specifically set forth herein, and this opinion may not be
relied upon except with respect to the consequence specifically discussed
herein. No opinion is expressed as to any transaction other than the Merger as
described in the Merger Agreement or to any transaction whatsoever
<PAGE>

CMGI, Inc.
December 3, 1999
Page 3

(including the Merger) if all the transactions described in the Merger Agreement
are not consummated in accordance with the terms thereof. In the event that any
one of the statements, representations, warranties, or assumptions upon which we
have relied to issue this opinion is incorrect, our opinion might be adversely
affected and may not be relied upon.

This opinion is intended solely for the purpose of inclusion as an exhibit
to the Registration Statement. It may not be relied upon for any other purpose
or by any other person or entity, other than you, and may not be made available
to any other person or entity without our prior written consent. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name in the Registration
Statement in connection with references to this opinion and the tax consequences
of the Merger. In giving this consent, however, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.

Very truly yours,

/s/ Hale and Dorr LLP

Hale and Dorr LLP

<PAGE>

EXHIBIT 8.2

[WSGR LOGO]

650 Page Mill Road Palo Alto, CA 94304-1050
650.493.9300 Tel -- 650.493.6811 Fax
www.wsgr.com

Wilson Sonsini Goodrich & Rosati
PROFESSIONAL CORPORATION

December 3, 1999

Flycast Communications Corporation
181 Fremont Street
San Francisco, California 94105

Re: Merger Pursuant to Agreement and Plan of Merger by and Among CMGI,
Inc., Freemont Corporation, and Flycast Communications Corporation

Ladies and Gentlemen:

This opinion is being delivered to you in connection with the filing of
a registration statement (the "Registration Statement") on Form S-4, which
includes the Joint Proxy Statement and Prospectus relating to the Agreement and
Plan of Merger dated as of September 29, 1999 (the "Merger Agreement"), by and
among CMGI, Inc., a Delaware corporation ("Buyer"), Freemont Corporation, a
Delaware corporation and wholly owned subsidiary of Buyer ("Transitory
Subsidiary"), and Flycast Communications Corporation, a Delaware corporation
("Company"). Pursuant to the Merger Agreement, Transitory Subsidiary will merge
with and into Company (the "Merger"). Except as otherwise provided, capitalized
terms not defined herein have the meanings set forth in the Merger Agreement and
the exhibits thereto or in the letters delivered to us by Buyer and Company
containing certain representations of Buyer and Company relevant to this opinion
(the "Representation Letters"). All Section references, unless otherwise
indicated, are to the United States Internal Revenue Code of 1986, as amended
(the "Code").

In our capacity as counsel to Company in the Merger, and for purposes
of rendering this opinion, we have examined and relied upon the Registration
Statement, the Merger Agreement and the exhibits thereto, the Representation
Letters, and such other documents as we considered relevant to our analysis. In
our examination of documents, we have assumed the authenticity of original
documents, the accuracy of copies, the genuineness of signatures, and the legal
capacity of signatories.

We have assumed that all parties to the Merger Agreement and to any
other documents examined by us have acted, and will act, in accordance with the
terms of such Merger Agreement and documents and that the Merger will be
consummated at the Effective Time pursuant to the terms and conditions set forth
in the Merger Agreement without the waiver or modification of any such terms and
conditions. Furthermore, we have assumed that all representations contained in
the Merger Agreement, as well as those representations contained in the
Representation Letters, are, and at the Effective Time will be, true and
complete in all material respects, and that any representation made in any of
the documents referred to herein "to the best of the knowledge and belief" (or
<PAGE>

Wilson Sonsini Goodrich & Rosati
PROFESSIONAL CORPORATION

Flycast Communications Corporation
December 3, 1999
Page 2

similar qualification) of any person or party is correct without such
qualification. We have also assumed that as to all matters for which a person or
entity has represented that such person or entity is not a party to, does not
have, or is not aware of, any plan, intention, understanding, or agreement,
there is no such plan, intention, understanding, or agreement. We have not
attempted to verify independently such representations, but in the course of our
representation, nothing has come to our attention that would cause us to
question the accuracy thereof.

The conclusions expressed herein represent our judgment as to the
proper treatment of certain aspects of the Merger under the income tax laws of
the United States based upon the Code, Treasury Regulations, case law, and
rulings and other pronouncements of the Internal Revenue Service (the "IRS") as
in effect on the date of this opinion. No assurances can be given that such laws
will not be amended or otherwise changed prior to the Effective Time, or at any
other time, or that such changes will not affect the conclusions expressed
herein. Nevertheless, we undertake no responsibility to advise you or your
shareholders of any developments after the Effective Time in the application or
interpretation of the income tax laws of the United States.

This opinion addresses only the specific United States federal income
tax consequence of the Merger set forth below, and does not address any other
federal, state, local, or foreign income, estate, gift, transfer, sales, use, or
other tax consequences that may result from the Merger or any other transaction
(including any transaction undertaken in connection with the Merger). We express
no opinion regarding the tax consequences of the Merger to shareholders of
Company that are subject to special tax rules (including insurance companies,
tax-exempt organizations, financial institutions, broker-dealers, foreign
persons, stockholders who own their stock as part of a hedge, appreciated
financial position, straddle or conversion transaction, stockholders who do not
own their stock as a capital asset and stockholders who have acquired their
stock upon the exercise of employee options or otherwise as compensation), and
we express no opinion regarding the tax consequences of the Merger arising in
connection with the ownership of options or warrants for Company stock.

On the basis of, and subject to, the foregoing, and in reliance upon
the representations and assumptions described above, we are of the opinion that
the Merger will constitute a reorganization within the meaning of Section
368(a).

Wilson Sonsini Goodrich & Rosati
PROFESSIONAL CORPORATION

Flycast Communications Corporation
December 3, 1999
Page 3

Merger) if all the transactions described in the Merger Agreement are not
consummated in accordance with the terms thereof. In the event that any one of
the statements, representations, warranties, or assumptions upon which we have
relied to issue this opinion is incorrect, our opinion might be adversely
affected and may not be relied upon.

This opinion is intended solely for the purpose of inclusion as an
exhibit to the Registration Statement. It may not be relied upon for any other
purpose or by any other person or entity, other than you and your shareholders,
and may not be made available to any other person or entity without our prior
written consent. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and further consent to the use of our name in the
Registration Statement in connection with references to this opinion and the tax
consequences of the Merger. In giving this consent, however, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Wilson Sonsini Goodrich & Rosati

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

<PAGE>

EXHIBIT 21.1

Subsidiaries Of CMGI, Inc.
as of December 1, 1999

<TABLE>
<CAPTION>
Jurisdiction of
Name Organization
---- ------------
<S> <C>
Activerse, Inc. DE
- ----------------------------------------------------------------------
ADSmart Corporation DE
- ----------------------------------------------------------------------
Zip2 Corporation CA
- ----------------------------------------------------------------------
Alta Vista Company DE
- ----------------------------------------------------------------------
Shopping.com CA
- ----------------------------------------------------------------------
Shopping.com Europe B .V Netherlands
- ----------------------------------------------------------------------
Blaxxun Interactive, Inc. DE
- ----------------------------------------------------------------------
Blaxxun A.G. Germany
- ----------------------------------------------------------------------
Cha! Technologies Services, Inc. DE
- ----------------------------------------------------------------------
1ClickBrands, LLC DE
- ----------------------------------------------------------------------
CMG Securities Corporation MA
- ----------------------------------------------------------------------
CMG@Ventures Capital Corporation DE
- ----------------------------------------------------------------------
CMG@Ventures I, LLC DE
- ----------------------------------------------------------------------
CMG@Ventures II, LLC DE
- ----------------------------------------------------------------------
CMG@Ventures III, LLC DE
- ----------------------------------------------------------------------
CMG@Ventures Securities Corporation DE
- ----------------------------------------------------------------------
CMG@Ventures, Inc. DE
- ----------------------------------------------------------------------
CMGI Solutions, Inc. DE
- ----------------------------------------------------------------------
CMGI Systems Corporation DE
- ----------------------------------------------------------------------
Engage Technologies, Inc. DE
- ----------------------------------------------------------------------
Engage Technologies Limited (UK) England
- ----------------------------------------------------------------------
Engage Technologies GmbH Germany
- ----------------------------------------------------------------------
Icast Corporation DE
- ----------------------------------------------------------------------
Signatures SNI, Inc. DE
- ----------------------------------------------------------------------
Signatures Network, Inc. DE
- ----------------------------------------------------------------------
InSolutions, Incorporated DE
- ----------------------------------------------------------------------
Magnitude Network, Inc. DE
- ----------------------------------------------------------------------
Nascent Technologies, Inc. VA
- ----------------------------------------------------------------------
NaviNet, Inc. DE
- ----------------------------------------------------------------------
NaviSite, Inc. DE
- ----------------------------------------------------------------------
Servercast Communications, L.L.C. DE
- ----------------------------------------------------------------------
NetWright, L.L.C. MA
- ----------------------------------------------------------------------
On-Demand Solutions, Inc. MA
- ----------------------------------------------------------------------
ZineZone.com DE
- ----------------------------------------------------------------------
1stUp.com Corporation DE
- ----------------------------------------------------------------------
Activate.Net Corporation WA
- ----------------------------------------------------------------------
AdKnowledge, Inc. CA
- ----------------------------------------------------------------------
Focalink Communications, Inc. CA
- ----------------------------------------------------------------------
Maktar Limited Ireland
- ----------------------------------------------------------------------
Lippri Limited Ireland
- ----------------------------------------------------------------------
CMGI (UK) Limited England
- ----------------------------------------------------------------------
MyWay.com DE
- ----------------------------------------------------------------------
SalesLink Corporation DE
- ----------------------------------------------------------------------
Pacific Direct Marketing Corporation CA
- ----------------------------------------------------------------------
SalesLink Mexico Holding Corp. DE
- ----------------------------------------------------------------------
SalesLink de Mexico S.A.deC.V. Mexico
- ----------------------------------------------------------------------
Tribal Voice, Inc. DE
- ----------------------------------------------------------------------
Clara Vista Corporation VA
- ----------------------------------------------------------------------
</TABLE>

<PAGE>

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
CMGI, Inc.

We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the Prospectus.

/s/ KPMG LLP

KPMG LLP

Boston, Massachusetts
December 2, 1999

<PAGE>

Exhibit 23.4
INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of Form S-4 of CMGI,
Inc. of our report dated October 18, 1999 relating to the consolidated
financial statements of Flycast Communications Corporation as of December 31,
1997 and 1998, and for each of the three years in the period ended December
31, 1998, appearing in the Proxy Statement/Prospectus, which is part of this
Registration Statement, and of our report dated October 18, 1999 relating to
the financial statement schedule appearing elsewhere in this Registration
Statement.

We also consent to the reference to us under the heading "Experts" in such
Proxy Statement/Prospectus.

/s/ Deloitte & Touche LP

San Jose, California
December 1, 1999

<PAGE>

Exhibit 23.5

CONSENT
OF
DEUTSCHE BANK SECURITIES INC.

We hereby consent to (i) the inclusion of our opinion letter, dated
September 29, 1999, to the Board of Directors of Flycast Communications
Corporation as Annex B to the Proxy Statement/Prospectus forming part of this
Registration Statement on Form S-4, and (ii) references made to our firm and
such opinion in such Proxy Statement/Prospectus under the captions entitled
"Summary--Opinion of Financial Advisor," "Summary--Interests of Financial
Advisor," "The Merger--Background of the Merger," "The Merger--Flycast's
Reasons for the Merger; Recommendation of the Flycast Board of Directors," "The
Merger--Opinion of Financial Advisor to Flycast," and "The Merger--Interests of
Financial Advisor to Flycast in the Merger." In giving such consent, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder,
and we do not admit that we are experts with respect to any part of the
Registration Statement within the meaning of the term "expert" as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.

DEUTSCHE BANK SECURITIES INC.

By:/s/ Karl A. Will

Name: Karl A. Will
Title: Managing Director

December 2, 1999

<PAGE>

EXHIBIT 23.6

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of our reports dated as follows:

. June 29, 1999 relating to the financial statements of AltaVista,
. April 2, 1999 relating to the financial statements of Zip2 Corporation,
and
. June 9, 1999, except as to Note 12, which is as of July 3, 1999, relating
to the financial statements of Shopping.com

which appear in the CMGI, Inc. Current Report on Form 8-K dated June 29, 1999.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
December 2, 1999

<PAGE>

EXHIBIT 23.7

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement of CMGI, Inc. on Form S-4 of our report, dated June 17, 1997, except
for Note 6, for which the date is June 9, 1999, relating to the financial
statements of Shopping.com which appear in the Form 8-K of CMGI, Inc. dated
June 29, 1999. We also consent to the reference to our Firm under the caption
"Experts" in the prospectus, which is part of this Registration Statement.

/s/SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
December 3, 1999

<PAGE>

FLYCAST COMMUNICATIONS CORPORATION
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of FLYCAST COMMUNICATIONS CORPORATION, a Delaware
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement/Prospectus, each dated as of December 7, 1999,
and hereby appoints George R. Garrick and Thomas L. Marcus, and each of them,
proxies and attorneys-in-fact, with full power to each of substitution and
resubstitution, on behalf and in the name of the undersigned, to represent the
undersigned at the Special Meeting of Stockholders of FLYCAST COMMUNICATIONS
CORPORATION to be held on Thursday, January 13, 2000, at 10:00 a.m., local
time, at the W Hotel, San Francisco, California 94103, and at any and all
adjournment(s) thereof, and to vote all shares of common stock which the
undersigned would be entitled to vote, if then and there personally present, on
the matters set forth on the reverse side.

Both of such attorneys or substitutes as shall be present and shall act at
said meeting or any and all adjournment(s) thereof (or if only one shall be
present and acting, then that one) shall have and may exercise all of the
powers of said attorneys-in-fact hereunder.

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN OF
MERGER, DATED AS OF SEPTEMBER 29, 1999, BY AND AMONG CMGI, INC., FREEMONT
CORPORATION, A WHOLLY OWNED SUBSIDIARY OF CMGI, AND FLYCAST COMMUNICATIONS
CORPORATION, AND THE MERGER, AND, AS SAID PROXIES DEEM ADVISABLE, ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.

(Continued and to be Signed and Dated on Reverse Side)
- ----------- -----------
SEE REVERSE SEE REVERSE
SIDE SIDE
- ----------- -----------

<PAGE>

[X] Please mark your
votes as in this
example.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
1. Proposal to approve and adopt the Agreement and Plan of Merger, dated as of [_] [_] [_]
September 29, 1999, by and among CMGI, INC., FREEMONT CORPORATION, a wholly
owned subsidiary of CMGI, AND FLYCAST COMMUNICATIONS CORPORATION, and the
Merger.

2. and, in their discretion, upon such other matter or matters which may [_] [_] [_]
properly come before the Special Meeting or any and all or adjournment(s)
thereof.

Mark here for address change and note at left [_]

Mark here if you plan to attend the meeting [_]
</TABLE>

This Proxy should be marked, dated and signed by the stockholder(s) exactly as
his, her or its name appears hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate. If a
corporation, please sign in full corporate name by an authorized officer. If a
partnership, please sign in partnership name by an authorized person. If shares
are held by joint tenants or as community property, both should sign.

<TABLE>
<S> <C> <C>
DATE DATE
- ------------------------------- -------------------- ----------------------------------- --------------------
Signature Signature
</TABLE>