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24/7 Media, Inc.
1250 Broadway, New York, NY 10001 * (212) 231-7100

The company operates networks of Websites that enable both advertisers and Web publishers to capitalize on the many opportunities presented by Internet advertising, direct marketing and commerce.

Primary Underwriting Group
ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
Allen & Company IncorporatedCo-manager (212) 339-2220
J.P. Morgan Securities Inc.Co-manager (212) 648-0517

Offering Information
NASNTL:TFSM Internet: SIC 7319
Type of Shares:Common Shares Filing Date:6/4/98
U.S. Shares:3,250,000 Offer Date:8/13/98
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:3,250,000 Offer Price:$14.00
Secondary Shares:0 Gross Spread:
Offering Amount: $42,250,000 Selling:
Expenses: - Reallowance:
Post-IPO Shares: -
Employees:100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Proskauer Rose Goetz & Mendelsohn
Bank's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Registrar/Transfer Agent: Bank of New York
Auditor: KPMG Peat Marwick

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
Unaudited
Income
Balance
Sheet
12/31/97 3/31/98 3/31/97 3/31/98
Revenue:$4.48$1.85$1.20Assets:$18.20
Net Income:-$19.90-$4.03-$8.02Curr Assets:$9.64
EPS:Liabilities:$3.84
Prior EPS:-$2.31-$1.38Curr Liab:$3.32
Cash Flow/Oper:-$4.47$9.91$0.50Equity:$14.36
Cash Flow/Fin:$2.89$0.07Cash:$7.76
Cash Flow/Inv:-$0.02Working Cap:$6.32

Competition
The markets for Internet advertising and related products and services are intensely competitive and such competition is expected to increase. The Company believes that its ability to compete depends upon many factors both within and beyond its control, including the timing and market acceptance of new products and enhancements of existing services developed by the Company and its competitors; changing demands regarding customer service and support; shifts in sales and marketing efforts by the Company and its competitors; and the ease of use, performance, price and reliability of the Company's services and products. The Company competes for Internet advertising revenues with large Web publishers and Web search engine companies, such as America Online, Excite, Infoseek, Lycos and Yahoo. Further, the 24/7 Network competes with a variety of Internet advertising networks, including DoubleClick and Rainbow Interactive, a joint venture of Cablevision Systems Corp. and NBC. In marketing the Company's networks and its Adfinity[TM] service to Web publishers, the Company also competes with providers of advertisement software and related services, including NetGravity and Accipiter, a division of CMG Information Services, Inc. In marketing dbCommerce[TM], the Company competes with a variety of entities, including BroadVision.

Business Plan
The Company intends to reach its objective by implementing the following strategies: (I) Expand the 24/7 Network and the ContentZone, (ii) Maximize Sales and Marketing Effectiveness, (iii) Enhance Capabilities of Ad Targeting Technology, (iv) Increase Value of Ad Inventory and (v) Provide Highest Level of Customer Service.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes, including working capital, expansion of sales and marketing capabilities, and possible acquisitions.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Jack L. Rivkin20.20%16.10%
R. Theodore Ammon13.80%11.00%
John F. Barry III13.80%11.00%
Trinity Ventures6.00%4.70%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
R. Theodore AmmonChairman of the Board48
C. Andrew JohnsExecutive Vice President, Treasurer and Chief Financial Officer38
David J. MoorePresident & Chief Operating Officer, Director46

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