IPOs/Recent Issues: VARSITYBOOKS.COM –

Washington, DC

Went public 2/15/2000 at $10 apiece

Filing Range: 4.1 mil. shares @ $10 to $10

Shares Outstanding: 15.61 mil. shares

Underwriters: Robertson Stephens

Thomas Weisel Partners/Friedman Billings Ramsey/DLJdirect

FINANCIALS

(Data except per-share in $ thousands)

Y/E 9 MOS 9 MOS

12/98 9/98 9/99

Total Revenue $132 $96 $8,866

Net Loss -2,689 -1,326 -19,839

Net Loss Per Share -1.53 -.80 -9.40

The Company:

VarsityBooks.com is an online retailer of new college textbooks at reduced prices. The company also expects to market an increased number of products and services to the more than 15 million college students. Customers include students attending colleges, universities, distance learning programs, and private high schools nationwide. For example, through the company’s site students will soon be able to obtain information on how to apply for scholarships and gain access to free e-mail accounts. VarsityBooks.com launched a job and career center in January 2000 that allows students to browse various job and study abroad listings. The company collects and posts course booklist information for more than 300 colleges and universities nationwide, allowing students who attend a school for which it post booklists to access course booklist information directly from VarsityBooks.com’s Web site. Students who do not attend a school for which the company does post booklists can still access and purchase their boks using the VarsityBooks.com search engine.

Proceeds:

Estimated net proceeds of $47.3 million will be used to repay debt ($7.5 million) with the balance earmarked for working capital and general corporate purposes, including: increased sales and marketing efforts; to enhance information technology; to increase booklist operations staff; to introduce new products and services; and to acqure complementary technology, businesses or intellectual property rights.

Selling Shareholders:

Selling shareholders collectively sold 75,000 shares.

Venture Backers:

Mayfield Fund, The Carlyle Group, FBR Technology Venture Partners LP, Tribune Venture Partners

Board Members:

Allen Morgan, Mayfield Fund February 1999

Andrew Oleszczuk, Tribune Ventures September 1999

Gene Reichers, FBR Technology Venture Partners LP February 1999