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Technology Stocks : shopping.com (IBUY) -- Ignore unavailable to you. Want to Upgrade?

To: Arcane Lore who wrote (297)	12/21/1998 4:36:00 PM
From: afrayem onigwecher	Respond to of 435

1. Please provide one or more links (for example, to an Edgar filing providing the full agreement) to such prior deals in a case where the company was in a financial situation with similar risk to this one. TCLN VRGN

To: Arcane Lore who wrote (297)	12/21/1998 6:32:00 PM
From: afrayem onigwecher	Read Replies (1) \| Respond to of 435

On September 22, 1998 the Company entered into an Equity Line Financing Agreement ("Equity Line Agreement") for a maximum offering amount of $20 million over three years. Provisions of the Equity Line Agreement provide that the Company, at its option, may "Put" shares of Common Stock to the investor, following an effective Registration Statement, at a "Put Share Price" equal to the lesser of (a) 87.5% of the 3 5 Market Price for such Put or (b) the difference of (i) the Market Price of such Put minus (ii) $0.225 where the Market Price is defined as the lowest Closing Bid Price during the 10 to 20 trading days (depending upon the size of the Put) following each Put. The amount of Common Stock that may be Put in any 30 day period, is limited to one half (1/2) of the aggregate daily reported trading volume in the outstanding Common Stock reported during the 10 trading days preceding the Put date. In addition, on each six month anniversary of the Subscription Agreement date, the Company shall issue to the Subscriber a Purchase Warrant to purchase a number of shares of Common Stock equal to 10% of the number of Put Shares issued to the Subscriber during the preceding 6 calendar months. Each Purchase Warrant shall be exercisable at 108% of the lowest closing bid price for the 10 trading days immediately preceding each six month anniversary. research.web.aol.com

To: Arcane Lore who wrote (297)	12/22/1998 6:59:00 AM
From: afrayem onigwecher	Read Replies (1) \| Respond to of 435

1. Please provide one or more links (for example, to an Edgar filing providing the full agreement) to such prior deals in a case where the company was in a financial situation with similar risk to this one. During June 1998, the Company secured access to $20,000,000 under a Common Stock Equity Line (Equity Line) with two institutional investors. The Equity Line expires in June 2001. Under the terms of the Equity Line, the Company may, in its sole discretion, and subject to certain restrictions, periodically sell ("Put") shares of the Company's common stock for up to $20,000,000 upon the effective registration of the Put shares. After effective registration for the Put shares, unless an increase is otherwise agreed to, $2,250,000 of Puts can be made every quarter, subject to share issuance volume limitations identical to those set forth in Rule 144(e). 5 6 research.web.aol.com At the time of each Put, the investors will be issued a warrant, expiring on December 31, 2004, to purchase up to 10% of the amount of common stock issued to the investor at the same price at the time of the Put.