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Cybershop International, Inc.
130 Madison Avenue, New York, NY 10016 * (212) 532-3553

The company is an online retailer that offers over 40,000 products from more than 400 manufacturers through its online stores on the Internet and America Online, Inc.

Primary Underwriting Group
ManagerTierPhone
C.E. Unterberg, TowbinLead Manager (212) 572-8060
Fahnestock & Co. Inc.Co-manager (212) 668-8163

Offering Information
NASSCM:CYSP Internet: SIC 7375
Type of Shares:Common Shares Filing Date:12/19/97
U.S. Shares:2,800,000 Offer Date:3/23/98
Non-U.S. Shares:0 Filing Range:$5.00 - $7.00
Primary Shares:2,800,000 Offer Price:$6.50
Secondary Shares:0 Gross Spread:$0.46
Offering Amount: $16,800,000 Selling:$0.25
Expenses:$0 Reallowance:$0.10
Post-IPO Shares:7,000,000
Employees:17

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Rubin Baum Levin Constant & Friedman
Bank's Law Firm: Cravath, Swaine & Moore
Registrar/Transfer Agent: American Stock Transfer & Trust Co
Auditor: Arthur Andersen

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
Audited
Income
Balance
Sheet
12/31/96 9/30/97 9/30/96 9/30/97
Revenue:$0.36$0.50$0.06Assets:$0.97
Net Income:-$0.81-$1.08-$0.32Curr Assets:$0.82
EPS:-$0.17-$0.21Liabilities:$0.10
Prior EPS:Curr Liab:$0.09
Cash Flow/Oper:-$0.53-$1.19-$0.21Equity:$0.86
Cash Flow/Fin:$1.00$1.54$0.15Cash:$0.76
Cash Flow/Inv:-$0.07-$0.10-$0.03Working Cap:$0.73

Competition
The Company believes that the principal competitive factors in its market are brand recognition, selection, personalized services, convenience, price, accessibility, customer service, quality of search tools, quality of site content, and reliability and speed of fulfillment. Many of the Company's current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than the Company. In addition, online retailers may be acquired by, receive investments from or enter into other commercial relationships with larger, well-established and well-financed companies as use of the Internet and other online services increases. Certain of the Company's competitors may be able to secure merchandise from manufacturers on more favorable terms, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing or inventory availability policies and devote substantially more resources to website and systems development than the Company. Increased competition may result in reduced operating margins, loss of market share and a diminished brand franchise. There can be no assurance that the Company will be able to compete successfully against current and future competitors, and competitive pressures faced by the Company may have a material adverse effect on the Company. Further, as a strategic response to changes in the competitive environment, the Company may from time to time make certain pricing, service or marketing decisions or acquisitions that could have a material adverse effect on the Company. New technologies and the expansion of existing technologies may increase the competitive pressures on the Company.

Business Plan
The Company's business strategy includes the following key elements: (I) Maximize Online Economic Advantage, (ii) Create Strong Brand Recognition, (iii) Develop Strategic Alliances, (iv) Develop Customer Loyalty and (v) Selective Merchandising.

Use of Proceeds
The proceeds from the proposed offering will be used to expand marketing and advertising efforts and potential strategic alliances with Internet search engines and guides, to develop and market an online gift registry to fund payments due to AOL, and for working capital and other general corporate purposes.

Additional Underwriter Compensation
Warrant to purchase 200,000 shares/units at $200.00 per share/unit.

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