IPOs/Recent Issues – UPROAR –

New York

Went public 3/17/2000 at $33.88 apiece

Filing Range:5 mil. shares @ $41.05 to $41.05

Shares Outstanding:28.74 mil. shares

Underwriters:Salomon Smith Barney

Bear Stearns/Banc of America Securities/Wit SoundView

FINANCIALS

(Data in $ millions)

Y/E Y/E

12/98 12/99

Total Revenue $1.63 $10.39

Net Loss 5.83 38.72

The Company:

Uproar is an online entertainment destination, which through its network of Web sites provides online game shows and interactive games. Registered users have grown from 96,000 in January 1998, to 5.2 million in December 1999. The comapany’s sites are very sticky, with users spending an average of 17.1 minutes per usage day on its sites in December 1999, according to Media Metrix. In addition, the company’s sites were among the fifth stickiest consolidated newtork of Web sites on the Internet for that month, as measured by Media Metrix. The company derives nearly all of its revenues from the sale of advertisments on its network of Web sites. The number of advertisers and sponsors on the network has grown from 99 in December 1998, to 256 as of December 31, 1999.

Proceeds:

The company plans to use the estimated $77.7 million of proceeds generated by this offering to fund its marketing activities, expand its sales force, enhance its products and services, expand its business internationally and enter into distribution and affiliate agreements with other Web sites. It may also use the funds to make strategic investments and acquisitions.

Venture Backers:

Pearson Television Inc., Trans Cosmos USA Inc.

Board Members:

Kenneth Cron

Christopher Hassett

Michael Simon

Thompson Barnhardt

Esther Dyson

James Geddes

Catherine Mackay