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Cyberian Outpost, Inc.
27 North Main Street, P.O. Box 636, Kent, CT 06757 * (860) 927-2050

The company is a leading global Internet retailer of computer hardware, software and peripheral products to the consumer and small office/home office marketplace.

Primary Underwriting Group
ManagerTierPhone
BT Alex BrownLead Manager (410) 727-1700
Dain Rauscher WesselsCo-manager (612) 371-2818
Nationsbanc Montgomery Securities, Inc.Co-manager (415) 627-2100

Offering Information
NASNTL:COOL Internet: SIC 5734
Type of Shares:Common Shares Filing Date:6/2/98
U.S. Shares:4,000,000 Offer Date:7/30/98
Non-U.S. Shares:0 Filing Range:$13.00 - $15.00
Primary Shares:4,000,000 Offer Price:$18.00
Secondary Shares:0 Gross Spread:$1.26
Offering Amount: $56,000,000 Selling:$0.70
Expenses: - Reallowance:$0.10
Post-IPO Shares:22,000,000
Employees:78

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Mintz, Levin, Cohn, Ferris, Glovsky And Popeo
Bank's Law Firm: Reboul MacMurray Hewitt Maynard & Kristol
Auditor: KPMG Peat Marwick

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
2/28/98 2/28/98
Revenue:$22.68Assets:$10.94
Net Income:-$7.09Curr Assets:$9.31
EPS:-$3.21Liabilities:$8.62
Prior EPS:-$0.65Curr Liab:$8.48
Cash Flow/Oper:-$2.96Equity:$2.32
Cash Flow/Fin:$11.56Cash:$7.33
Cash Flow/Inv:-$1.32Working Cap:$0.82

Competition
The online commerce market is new, rapidly evolving and intensely competitive. Current and new competitors can launch new sites at a relatively low cost. In addition, the computer products retail industry is intensely competitive. The Company currently or potentially competes with a variety of other companies. These competitors include (i) various traditional computer retailers including CompUSA and MicroCenter, (ii) various mail-order retailers including CDW, MicroWarehouse, Insight, PC Connection and Creative Computers, (iii) various Internet-focused computer retailers including Egghead.com, software.net Corporation and NECX Direct, (iv) various manufacturers that sell directly over the Internet including Dell, Gateway, Apple and many software companies, (v) a number of online service providers including America Online and the Microsoft Network that offer computer products directly or in partnership with other retailers, (vi) some non-computer retailers such as Wal-Mart that sell a limited selection of computer products in their stores and (vii) computer products distributors which may develop direct channels to the consumer market. Increased competition from these and other sources could require the Company to respond to competitive pressures by establishing pricing, marketing and other programs or seeking out additional strategic alliances or acquisitions, any of which could have a material adverse effect on the business, prospects, financial condition and results of operations of the Company.

Business Plan
In an effort to become the leading global Internet retailer of computer hardware, software and peripheral products to the consumer and small office/home office marketplace, the Company is pursuing a strategy consisting of the following key elements: (I) Focus on consumer online retailing of computer products, (ii) Build brand recognition through multiple marketing channels, (iii) Exploit international market opportunities, (iv) Promote repeat purchases and (v) Leverage technology to maximize business impact.

Use of Proceeds
The proceeds from the proposed offering will be used for the payment of sales and marketing expenses, including payments associated with strategic alliances, capital expenditures associated with technology and systems upgrades, expansion of the company's headquarters location, and other general corporate purposes, including working capital.

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