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Dynamicweb Enterprise, Inc.
271 Route 46 West Building F Suite 209, Fairfield, NJ 07004 * (973) 244-1000

The company is engaged in the business of developing, marketing and supporting software products and services that enable businesses to engage in electronic commerce utilizing the Internet and traditional Electronic Data Interchange "EDI" technologies.

Primary Underwriting Group
ManagerTierPhone
H.J. Meyers & Company, IncorporatedLead Manager (212) 298-8942

Offering Information
OTC:DWEB Internet: SIC 7372
Type of Shares:Common Shares Filing Date:9/15/97
U.S. Shares:733,334 Offer Date:2/3/98
Non-U.S. Shares:0 Filing Price:$4.00
Primary Shares:733,334 Offer Price:$6.00
Secondary Shares:0 Gross Spread:$0.60
Offering Amount: $2,933,336 Selling:$0.30
Expenses:$718,000 Reallowance:$0.10
Post-IPO Shares:3,862,438
Employees:20

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Stevens & Lee
Bank's Law Firm: Harter, Secrest & Emery
Registrar/Transfer Agent: American Stock Transfer & Trust Co
Auditor: Eisner, Richard A.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
9/30/96 6/30/97 6/30/96 6/30/97
Revenue:$0.46$0.50$0.35Assets:$0.87
Net Income:-$0.46-$1.73-$0.26Curr Assets:$0.34
EPS:-$0.27-$0.88-$0.15Liabilities:$0.78
Prior EPS:-$0.70-$0.22Curr Liab:$0.60
Cash Flow/Oper:-$0.41$0.67$0.59Equity:$0.09
Cash Flow/Fin:$0.59-$0.05-$0.04Cash:$0.10
Cash Flow/Inv:-$0.05Working Cap:-$0.26

Competition
The electronic commerce and EDI network services and computer software markets are highly competitive. The principal competitors in EDI and specifically in the delivery of EDI over the Internet are, at present, Harbinger Corporation, Sterling Commerce, GEIS, Netscape, Open Market, Premenos, Icat, Interworld Technology Ventures, Elcom International, Broadvision, Connect, IBM, Microsoft, EDS, and MCI, each of which has announced plans to design and develop software products and to provide services that facilitate electronic commerce over the Internet. Aside from the Internet, numerous companies supply electronic commerce network services, and several competitors target specific vertical markets such as the pharmaceutical, agribusiness, retail and transportation industries. Competitors provide software designed to facilitate electronic commerce and EDI communications. Existing VANs provide network services and related software products and services. Other competitors provide PC-based computer programs and network services specifically targeted to facilitate electronic banking transactions. These competitors include banks and financial institutions that operate privately-owned computer networks that link directly to their commercial customers. The Company believes that many of its competitors have significantly greater financial and personnel resources than the Company. Competition from Internet-based competitors is also significant. The market for Internet software and services is emerging and highly competitive, ranging from small companies with limited resources to large companies with substantially greater financial, technical and marketing resources than the Company. The Company believes that existing competitors are likely to expand the range of their electronic commerce services to include Internet access, and that new competitors, which may include telephone companies and media companies, are likely to increasingly offer services which utilize the Internet to provide business-to-business data transmission services. A group of computer companies including some competitors of the Company, and the Company itself, have formed Commerce Net, a consortium which has announced an intention to explore the use of the Internet for commercial applications. Additionally, several competitive network service providers allow their subscribers access to the Internet, and several major software and telecommunications companies, including Sprint, MCI, AT&T; and Microsoft, either have or are expected to have Internet access services. Similarly, the major on-line service companies, such as America On-Line, Compuserve and Prodigy, also offer Internet services and are expected to enhance the services in the future to include certain aspects of electronic commerce.

Business Plan
A key element of the Company's current business and its future business strategy is to maintain and develop relationships with leading companies that market software products and EDI-related services.

Use of Proceeds
The proceeds from the proposed offering will be used for selling and marketing; the support of its technical operations; purchase or lease of capital equipment; repayment of indebtedness and working capital and for general corporate purposes.

Executive Officers and Directors
Officer NameTitleAge
Steven L. Vanechanos, Jr.Chairman of the Board and Chief Executive Officer43
Kenneth R. KonikowskiDirector and Executive Vice President50
Steven Vanechanos, Sr.Director, Vice President, Treasurer and Secretary37
James D. ConnersPresident and Chief Operating Officer58

Additional Underwriter Compensation
Additional compensation of $210,000.
Warrant to purchase 100,000 shares/units at a nominal price.
Exercise price of $4.80 for 4 year(s), 1 year(s) from 2/3/98.

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