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software.net Corporation
3031 Tisch Way, Ste. 900, San Jose, CA 95128 * (408) 556-9300

The company is a leading online reseller of commercial off-the-shelf computer software to the consumer, small business and large enterprise markets.

Primary Underwriting Group
ManagerTierPhone
Deutsche Morgan GrenfellLead Manager (212) 469-5600
C.E. Unterberg, TowbinCo-manager (212) 572-8060
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 371-0641
Merrill Lynch & Co.Co-manager (212) 449-4600

Offering Information
NASNTL:SWNT Internet: SIC 7375
Type of Shares:Common Shares Filing Date:4/27/98
U.S. Shares:5,000,000 Offer Date:6/16/98
Non-U.S. Shares:0 Filing Range:$7.00 - $9.00
Primary Shares:5,000,000 Offer Price:$9.00
Secondary Shares:0 Gross Spread:$0.63
Offering Amount: $40,000,000 Selling:$0.35
Expenses: - Reallowance:$0.10
Post-IPO Shares: -
Employees:68

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Jackson Tufts Cole & Black, LLP
Bank's Law Firm: Venture Law Group
Registrar/Transfer Agent: BankBoston
Auditor: Ernst & Young

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 3/31/98 3/31/97 3/31/98
Revenue:$16.81$6.19$3.16Assets:$15.26
Net Income:-$5.36-$1.85-$0.75Curr Assets:$7.46
EPS:-$0.10-$0.09Liabilities:$28.32
Prior EPS:Curr Liab:$6.16
Cash Flow/Oper:-$0.30-$2.34-$0.23Equity:-$13.07
Cash Flow/Fin:$4.08$2.16Cash:$2.32
Cash Flow/Inv:-$4.94-$0.17-$0.76Working Cap:$1.30

Competition
The online commerce market is new, rapidly evolving and intensely competitive, and the Company expects competition to intensify in the future. Barriers to entry are minimal, and current and new competitors can launch new Web sites at a relatively low cost. In addition, the retail Software reselling industry is intensely competitive. The Company currently competes primarily with traditional Software resellers and other online Software resellers and vendors. In the online market, the Company competes with online Software sellers and vendors that maintain similar commercial Web sites, including CompUSA, CNET, Cyberian Outpost and Egghead.com, and a growing number of Software publishers that sell their Software products directly online. The Company also anticipates that it may in the near future compete with other Software publishers, including Microsoft, that plan to enter the online market and with indirect competitors that specialize in online commerce or derive a substantial portion of their revenues from online commerce, including AOL, Netscape, Amazon.com and Yahoo!. These entities may themselves offer, or others may offer through such entities, Software. In addition, entities experienced in mail-order and/or direct marketing of computer products (including cataloguers such as Micro Warehouse and manufacturers such as Dell Computer and Gateway), major Software product distributors such as Ingram Micro, or Tech Data, and other major retailers of products, such as OfficeMax, Staples, and Office Depot, have established, or may establish in the near future, commercial Web sites offering Software products. Competitive pressures created by any one of these current or future competitors, or by the Company's competitors collectively, could have a material adverse effect on the Company's business, financial condition and results of operations.

Business Plan
The Company's objective is to be the dominant reseller of Software to consumers, small businesses and large enterprises. The Company intends to capitalize on and extend its market position as one of the "first movers" in online Software reselling through the following key strategies: (I) Enhance Brand Recognition, (ii) Promote Electronic Software Delivery, (iii) Leverage and Further Develop Strategic Relationships, (iv) Capitalize on Large Enterprise Opportunities, (v) Maintain Technology Focus and Expertise, (vi) Leverage Superior Economic Model; Focus on Online Environment and (vii) Strengthen First-Mover Advantages.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital, payment of obligations and general corporate purposes.

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