EXHIBIT 99.1

CREATIVE COMPUTERS, INC.

May 26, 1999

To the Stockholders of Creative Computers:

Last June we announced our intention to separate the on-line auction
business of our subsidiary uBid, Inc. after uBid conducted an initial public
offering of a portion of its common stock. We also announced that we intended
to distribute the remaining 80% of our ownership of uBid to our stockholders no
sooner than 180 days after uBid's initial public offering. We are now pleased
to announce that we expect to complete the final step of the spin-off of uBid to
our stockholders on June 7, 1999. For each share of Creative Computers you own
on May 24, 1999, the record date for the spin-off, you will receive
approximately .70488 shares of uBid as of the effective date of the distribution
as more fully described in the accompanying Information Statement.

uBid has become one of the leading e-commerce Websites for business-to-
consumer auctions, offering an ever-increasing assortment of products through
live-action bidding. uBid's Internet auctions feature a rotating selection of
brand name computers, consumer electronics, housewares, jewelry, gifts and
sports and recreation products.

Creative continues to be a leading reseller of personal computers and
computer-related equipment, operating five Websites with more than 500,000 page
views and 50,000 visitors per day and publishing its PC Mall and MacMall
catalogs with a total distribution of over 69 million.

You do not need to take any action to participate in the distribution.
Promptly following the Distribution, we will mail stock certificates for the
uBid shares to record stockholders of Creative Computers as of the May 24, 1999
record date for the spin-off. Stockholders who hold their shares of Creative
Computers in brokerage accounts or in "street name" will have their accounts
credited with the distributed uBid shares. After June 7, 1999, you can follow
the value of your original investment in Creative Computers by tracking the
combined values of your Creative shares and the uBid shares you receive in the
spin-off.

We have enclosed an Information Statement and Q&A Summary to describe the
spin-off in more detail and answer questions you may have concerning the
transaction. In the coming weeks, we will provide you with information you can
use to determine the cost basis of your Creative and uBid shares for tax
purposes. If you have further questions about your Creative shares, please call
Creative Computers at (310) 354-5600.

/s/ FRANK F. KHULUSI
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Frank F. Khulusi
Chairman, President and CEO

INFORMATION STATEMENT

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CREATIVE COMPUTERS, INC.

This Information Statement is being furnished to the stockholders of
Creative Computers, Inc. (the "Company"), in connection with the distribution
(the "Distribution") by the Company to its stockholders of approximately .70488
shares of the Common Stock, par value $.001 per share (the "uBid Common Stock"),
of uBid, Inc. ("uBid"), for each share of the Company's Common Stock, par value
$.001 per share (the "CCI Common Stock") owned by a Company stockholder on May
24, 1999 (the "Record Date"). The Distribution will result in approximately
80.1% of the outstanding shares of uBid Common Stock being distributed to
holders of CCI Common Stock.

Certificates for uBid Common Stock will be mailed on or about June 7, 1999
to holders of record of CCI Common Stock on the Record Date. The holders of
shares of CCI Common Stock will not be required to pay any cash or other
consideration for the shares of uBid Common Stock received in the Distribution,
nor will they be required to surrender or exchange shares of CCI Common Stock in
order to receive uBid Common Stock. As a result of the Distribution, uBid will
cease to be a subsidiary of the Company.

All shares of uBid Common Stock received in the Distribution will be fully
paid and nonassessable and the holders thereof will not be entitled to
preemptive rights. The shares of uBid Common Stock to be distributed in the
Distribution have been approved for listing on the Nasdaq National Market under
the symbol "UBID" and will be freely transferable, except for shares received by
persons who may be deemed to be "affiliates" of uBid under the Securities Act of
1933, as amended (the "Securities Act").

The Company has received an opinion of PricewaterhouseCoopers LLP to the
effect that the Distribution generally will not be taxable for U.S. federal
income tax purposes to the Company and its stockholders. See "Federal Income
Tax Consequences."

-------------------

No vote of the Company's stockholders is required in connection with the
Distribution. Therefore, we are not asking you for a proxy, and you are
requested not to send us a proxy.

-------------------

Neither the Securities Exchange Commission nor any state securities commission
has approved or disapproved of these securities or determined if this
Information Statement is truthful or complete. Any representation to the
contrary is a criminal offense.

--------------------

The date of this Information Statement is May 26, 1999.

THE DISTRIBUTION

General

On May 18, 1999, the Board of Directors of the Company declared a
distribution to the holders of CCI Common Stock of the 7,329,883 shares of uBid
Common Stock owned by the Company. The Distribution will result in
approximately .70488 shares of uBid Common Stock being distributed for each
share of CCI Common Stock outstanding on May 24, 1999, 1998, which is the Record
Date for the Distribution. The fraction of a share of uBid Common Stock that
will be distributed for each share of CCI Common Stock is based upon the
7,329,883 shares of uBid Common Stock owned by the Company divided by the
10,398,736 shares of CCI Common Stock outstanding on the Record Date. The
effective date for the Distribution will be June 7, 1999 (the "Distribution
Date").

The Company and uBid have entered into a Separation and Distribution
Agreement (the "Separation and Distribution Agreement") which contains
provisions regarding the mechanics of the Distribution, conditions to the
obligations of the Company and uBid to carry out the Distribution and the
relationship of the Company and uBid following the Distribution. See
"Transactions Between the Company and uBid."

HOLDERS OF CCI COMMON STOCK WITH INQUIRIES RELATING TO THE DISTRIBUTION
SHOULD CALL THE COMPANY AT (310) 354-5600, MONDAY THROUGH FRIDAY, 9:00 A.M. TO
5:00 P.M., PACIFIC TIME.

Background of and Reasons for the Distribution

As a result of the separation of the business of uBid from that of the
Company (the "Separation") and the Distribution of the uBid Common Stock to the
Company's stockholders, uBid will be a stand-alone entity with objectives
separate from those of the Company. Each of the Company and uBid intends to
focus its resources and management emphasis on the operations and markets it
views as critical to its long-term success. In December 1998, the Company and
uBid entered into the Separation and Distribution Agreement and certain other
agreements providing for the Separation, the Distribution and the provision by
the Company of certain interim services to uBid, and addressing employee benefit
arrangements, and tax and other matters. See "Transactions between the Company
and uBid." Pursuant to the Separation and Distribution Agreement, on December
4, 1998 uBid sold 1,817,000 shares of its common stock in an initial public
offering (the "Offering"), constituting approximately 19.9% of its outstanding
common stock after giving effect to the offering.

Several business purposes underlie the Distribution. The Company and uBid
believe that the raising of funds through the Offering would be the most
effective source of capital for uBid and would serve as part of the initial
capitalization of uBid as a stand-alone entity. The Company and uBid also
believe that the Distribution will provide each entity with the most prudent
capital structures to realize their respective growth strategies as separate,
stand-alone entities, based on the Company's and uBid's prospective
capitalization and financing requirements, acquisition strategies, working
capital requirements, projected cash flows from operations and desired credit
ratings, respectively.

The Company and uBid believe that the Distribution will enhance uBid's
ability to implement its growth and operating strategies. The Company believes
that its own future growth would be enhanced if management of its remaining
business segments were more focused on such segments without also being

responsible for the online auction segment. Similarly, the Company believes
that the future growth of uBid would be enhanced if its management were
compensated on a separate basis.

The consummation of the Distribution will also remove current restrictions
on uBid's growth as a result of certain contractual restrictions of the Company
that are applicable to the Company and its subsidiaries. For example, certain
of the Company's contractual relationships with manufacturers prevent the
Company and its subsidiaries, including uBid, from selling such manufacturers'
computers and computer-related products at discounted prices, which prevented
uBid from obtaining such products on a close-out or refurbished basis and
selling them in its auctions. In addition, under the Company's contractual
relationships with certain of its vendors, neither the Company nor its
subsidiaries, including uBid, can sell the vendor's products outside the U.S.
As a result of the Distribution, uBid will no longer be subject to these
restrictions.

Conditions to the Distribution

The Company has received the opinion of PricewaterhouseCoopers LLP (the
"PwC Opinion") to the effect that the Distribution will qualify as a tax-free
distribution for federal income tax purposes under Section 355 of the Code, and
will not result in recognition of any gain or loss for federal income tax
purposes to the Company, uBid or the Company's or uBid's respective
stockholders. See "Federal Income Tax Consequences." In accordance with the
Separation and Distribution Agreement, completion of the Distribution will be
subject to the satisfaction, or waiver by the Company's Board of Directors, of
the following conditions: (i) the PwC Opinion must be confirmed at the time of
the Distribution, in form and substance satisfactory to the Company; (ii) any
material Governmental Approvals and Consents (as such terms are defined in the
Separation and Distribution Agreement) necessary to consummate the Distribution
shall have been obtained and shall be in full force and effect; (iii) no order,
injunction or decree issued by any court or agency of competent jurisdiction or
other legal restraint or prohibition preventing the consummation of the
Distribution shall be in effect, and no other event outside the control of the
Company shall have occurred or failed to occur that prevents the consummation of
the Distribution; and (iv) no other events or developments shall have occurred
that, in the judgment of the Company's Board of Directors, would result in the
Distribution having a material adverse effect on the Company or its
stockholders.

Manner of Effecting the Distribution

The Company will effect the Distribution on June 7, 1999 by delivering all
of the shares of uBid Common Stock owned by the Company to LaSalle National
Bank, Chicago, Illinois, as the distribution agent (the "Distribution Agent"),
for distribution to the holders of record of CCI Common Stock on the Record
Date. CCI Common Stock traded "regular way" between the Record Date and the
effective time of the Distribution will trade with due bills attached, which
entitles the buyer to receive and requires the seller to deliver the shares of
uBid Common Stock to be issued in the Distribution as well as the underlying
shares of CCI Common Stock. All of the shares of uBid Common Stock distributed
to the Company's stockholders will be fully paid and nonassessable and the
holders thereof will not be entitled to preemptive rights. Certificates for
uBid Common Stock will be mailed to record stockholders on or about June 8,
1999. Stockholders that hold their shares through brokerage and "street name"
accounts should expect to receive an account statement from their brokerage firm
reflecting the number of shares of uBid Common Stock received by such
stockholder in the Distribution.

The holders of shares of CCI Common Stock will not be required to pay any
cash or other consideration for the shares of uBid Common Stock received in the
Distribution, nor will they be required to surrender or exchange shares of CCI
Common Stock in order to receive uBid Common Stock.

No certificates representing fractional shares of uBid Common Stock will
be issued to the Company's stockholders as part of the Distribution. In lieu of
receiving fractional shares of uBid Common Stock, each record holder of CCI
Common Stock who would otherwise be entitled to receive a fractional share will
receive cash for such fractional interest. The Distribution Agent will, as soon
as practicable after the Distribution Date, aggregate fractional shares of uBid
Common Stock into whole shares of uBid Common Stock, and will sell them in the
open market and distribute the total net sale proceeds pro rata to CCI
stockholders entitled to fractional interests. See "Federal Income Tax
Consequences."

Trading Market for uBid Common Stock

The shares uBid Common Stock are listed for trading on the Nasdaq National
Market under the symbol "UBID." On May 25, 1999, the closing price for the
uBid Common Stock on the Nasdaq National Market was $35.375.

Shares of uBid Common Stock distributed to the Company's stockholders in
the Distribution will be freely transferable, except for shares received by
persons who may be deemed "affiliates" of uBid under the Securities Act, and the
rules and regulations promulgated thereunder. Persons who may be deemed to be
affiliates of uBid after the Distribution generally include individuals or
entities that control, are controlled by, or are under common control with uBid,
and may include certain officers and directors of uBid as well as its principal
stockholders. Persons who are affiliates of uBid will be permitted to sell
their shares of uBid Common Stock only pursuant to an effective registration
statement under the Securities Act or an exemption therefrom, such as the
exemption provided in Rule 144 under the Securities Act.

FEDERAL INCOME TAX CONSEQUENCES

The Company has received the opinion of PricewaterhouseCoopers LLP that,
for U.S. federal income tax purposes, the Distribution will qualify as a tax-
free distribution under Section 355 of the Internal Revenue Code of 1986, as
amended (the "Code") and will not be taxable under Section 355(e) of the Code.
The PwC Opinion is based on the accuracy of factual representations made by the
Company, uBid, and certain major stockholders of the Company, and certain other
assumptions, information, data, documentation and other materials that
PricewaterhouseCoopers LLP deemed necessary.

The PwC Opinion represents PricewaterhouseCoopers LLP's best judgment of
how a court would rule. However, the PwC Opinion is not binding upon either the
Internal Revenue Service (the "IRS") or any court. A ruling has not been, and
will not be, sought from the IRS with respect to the U.S. federal income tax
consequences of the Distribution. In the opinion of PricewaterhouseCoopers LLP,
the principal federal income tax consequences of the Distribution will be as
follows:

1. The Distribution will qualify as a tax-free spin-off under Section 355
of the Code.

2. The contribution by the Company of certain rights in software to uBid,
followed by the distribution by the Company of all of its uBid Common Stock,
will qualify as a reorganization within the

meaning of Section 368(a)(1)(D) of the Code. The Company and uBid will each be a
"party to the reorganization" within the meaning of Section 368(b).

3. No gain or loss will be recognized by the Company upon the
Distribution.

4. No gain or loss will be recognized by holders of CCI Common Stock
solely as a result of their receipt of uBid Common Stock (including any
fractional shares of uBid Common Stock to which a holder may be entitled, but
excluding cash received in lieu of fractional share interests) in the
Distribution.

5. The aggregate tax basis of CCI Common Stock and uBid Common Stock
(including any fractional shares of Common Stock to which a holder may be
entitled) held immediately after the Distribution by any holder will equal, in
each instance, such holder's tax basis in its CCI Common Stock immediately
before the Distribution, allocated in proportion to the relative fair market
values of CCI Common Stock and uBid Common Stock on the Distribution Date.

6. The holding period of the uBid Common Stock received in the
Distribution (including any fractional shares of Common Stock to which a holder
may be entitled) will include the holding period of CCI Common Stock with
respect to which the uBid Common Stock was distributed, provided that such CCI
Common Stock was held as a capital asset on the Distribution Date.

7. Where cash is received by a holder of CCI Common Stock in lieu of
fractional share interests in the uBid Common Stock, such fractional share
interests will be treated as having been issued and then redeemed by such
holder. The difference between the amount of cash received and basis allocable
to such fractional share interest will be a capital gain or loss, as the case
may be, provided that CCI Common Stock is held as a capital asset on the
Distribution Date.

8. Proper allocation of earnings and profits between the Company and uBid
will be required by current Treasury regulations.

The PwC Opinion is subject to certain factual representations and
assumptions. The Company is not aware of any present facts or circumstances
that would cause such representations and assumptions to be untrue. The Company
and uBid have agreed to certain restrictions on their future actions to provide
further assurances that the Distribution will qualify as tax free. See
"Transactions between the Company and uBid--Tax Indemnification and Allocation
Agreement." The Company does not intend to effect the Distribution if, prior to
the Distribution Date, the Company becomes aware of circumstances that would
result in the Distribution being a taxable transaction.

If the Distribution were not to qualify under Section 355 of the Code,
then (i) the Company would recognize capital gain equal to the excess of (x) the
fair market value of the uBid Common Stock on the Distribution Date over (y) its
adjusted tax basis in the uBid Common Stock, and (ii) each holder of CCI Common
Stock who receives shares of uBid Common Stock in the Distribution would be
treated as if such stockholder received a taxable distribution in an amount
equal to the fair market value of such shares of the uBid Common Stock on the
Distribution Date, taxed first as a dividend to the extent of such stockholder's
pro rata share of the Company's current and accumulated earnings and profits,
and then as a nontaxable return of capital to the extent of such stockholder's
basis in CCI Common Stock (with any remaining amount being taxed as capital
gain). Pursuant to the Tax Indemnification and Allocation Agreement (discussed
below), the Company and uBid have agreed that if any one of certain events
occurs, and such event causes the Distribution not to be a tax-free transaction
to the Company under

Section 355, then uBid will indemnify the Company (but not the holders of CCI
Common Stock) for the income taxes the Company may occur by reason of the
Distribution not so qualifying under the Code. The Company will indemnify uBid
for such taxes for which uBid has no liability to the Company under the Tax
Indemnification and Allocation Agreement. Regardless of such agreement, the
Company and uBid will each be severally liable to the Internal Revenue Service
for the full amount of any such federal corporate level tax that is not paid by
the other. For a description of the Tax Indemnification and Allocation
Agreement, see "Transactions between the Company and uBid--Tax Indemnification
and Allocation Agreement."

The foregoing is only a summary of the material federal income tax
consequences of the Distribution under current law and does not take into
account any special circumstances that may apply to particular stockholders.
Each stockholder should consult their own tax advisor as to the particular
consequences of the Distribution to such stockholder, including the application
of state, local and foreign tax laws, and as to possible changes in tax laws
that may affect the tax consequences described above. This summary may not be
applicable to stockholders who received their CCI Common Stock pursuant to the
exercise of options or otherwise as compensation or who are not citizens or
residents of the United States.

Additional information will be provided to the Company's stockholders
after the Distribution Date concerning the calculation of the new tax basis in
their shares of CCI Common Stock and uBid Common Stock, the tax treatment of
cash received in lieu of fractional shares and certain statements which are
required to be attached to the applicable federal income tax returns of holders
of CCI Common Stock.

TRANSACTIONS BETWEEN THE COMPANY AND uBID

Historical Intercompany Relationships

uBid was a wholly-owned subsidiary of the Company until its December 1998
initial public offering. As a wholly-owned subsidiary, uBid received various
services provided by the Company, including administration (accounting, human
resources, legal), warehousing and distribution (through June 1998),
Internet/telecom and joint marketing. The Company has also provided uBid with
the services of a number of its executives and employees. In consideration for
these services, the Company historically allocated a portion of its overhead
costs related to such services to uBid. None of these services were provided to
uBid pursuant to any written agreement between uBid and the Company.

In December 1998, uBid and the Company entered the Separation and
Distribution Agreement and certain other agreements providing for the
Separation, the Distribution, the provision by the Company of certain interim
services to uBid, and addressing employee benefit arrangements, and tax and
other matters. These agreements (the "Ancillary Agreements") are discussed
below.

Separation and Distribution Agreement

The Separation and Distribution Agreement entered into between uBid and
the Company sets forth certain agreements among uBid and the Company, with
respect to the principal corporate transactions required to effect the
Separation, the Offering and the Distribution, and certain other agreements
governing the relationship among the parties thereafter.

The Distribution. The Separation and Distribution Agreement provides
that, subject to the terms and conditions thereof, the Company and uBid will
take all reasonable steps necessary and appropriate to cause all conditions to
the Distribution to be satisfied and to effect the Distribution. The agreement
provides the Company's Board of Directors with sole discretion to set the date
of the Distribution (the "Distribution Date") for any date after June 6, 1999
and ending on or prior to December 31, 1999. In accordance with the Separation
and Distribution Agreement, completion of the Distribution is subject to the
satisfaction, or waiver by the Board, of the following conditions: (i) the PwC
Opinion must be confirmed at the time of Distribution, in form and substance
satisfactory to the Company; (ii) any material Governmental Approvals and
Consents (as such terms are defined in the Separation and Distribution
Agreement) necessary to consummate the Distribution shall have been obtained and
shall be in full force and effect; (iii) no order, injunction or decree issued
by any court or agency of competent jurisdiction or other legal restraint or
prohibition preventing the consummation of the Distribution shall be in effect,
and no other event outside the control of the Company shall have occurred or
failed to occur that prevents the consummation of the Distribution; and (iv) no
other events or developments shall have occurred that, in the judgment of the
Board, would result in the Distribution having a material adverse effect on the
Company or its stockholders. Under the Separation and Distribution Agreement,
the Company agreed to consummate the Distribution, subject to the satisfaction
of the conditions set forth above. The Company may terminate the obligation to
consummate the Distribution if the Distribution has not occurred by December 31,
1999, unless extended by the Company and uBid. In addition, the Separation and
Distribution Agreement may be amended or terminated at any time prior to the
Distribution Date by the mutual consent of uBid and the Company.

The Company and uBid have agreed that none of the parties will take, or
permit any of its affiliates to take, any action which reasonably could be
expected to prevent the Distribution from qualifying as a tax-free distribution
to the Company and its stockholders pursuant to Section 355 of the Code. The
parties have also agreed to take any reasonable actions necessary in order for
the Distribution to qualify as a tax-free distribution to the Company and its
stockholders pursuant to Section 355 of the Code. Without limiting the
foregoing, prior to the Distribution Date, uBid has agreed not to issue or
grant, directly or indirectly, any shares of its capital stock or any rights,
warrants, options or other securities to purchase or acquire (whether upon
conversion, exchange or otherwise) any shares of its capital stock (whether or
not then exercisable, convertible or exchangeable) that would affect the tax-
free nature of the Distribution.

Registration Rights. The Separation and Distribution Agreement provides
that the Company, and Messrs. Frank and Sam Khulusi, who beneficially own
approximately 17.6% and 18.4%, respectively, of the CCI Common Stock, will have
the right in certain circumstances, but in no event prior to June 7, 1999 (in
the case of the Company) and 180 days after the Distribution (in the case of
Messrs. Frank and Sam Khulusi), to require uBid to use its best efforts to
register for resale shares of uBid Common Stock held by them under the
Securities Act, subject to certain conditions, limitations and exceptions
("Demand Registration"). Frank Khulusi is the Chairman of the Board and Chief
Executive Officer of the Company and Sam Khulusi is a director of the Company.
uBid also has agreed with the Company and Messrs. Frank and Sam Khulusi that if
uBid files a registration statement for the sale of securities under the
Securities Act, then such persons may, subject to certain conditions,
limitations and exceptions, include in such registration statement shares of
uBid Common Stock held by them ("Piggyback Registration"). In addition, for an
additional 90 days after the applicable 180-day period, uBid will be entitled to
include its shares in any requested Demand Registration and to reduce the number
of shares to be sold by the Company or Messrs. Frank and Sam Khulusi thereunder
to a minimum of 20%, collectively, of the total offering plus the amount of any
underwriters' over-allotment option. In the case of Messrs. Frank and Sam
Khulusi, uBid will bear up to $100,000 of the cost of the first, and up to
$50,000 of the second,

requested registrations and will bear the cost of all piggyback registrations.
In addition, the Company's registration rights will terminate upon consummation
of the Distribution.

Releases and Indemnification. The Separation and Distribution Agreement
provides for a full and complete release and discharge as of the December 9,
1998 closing date of the Offering of all liabilities, known or unknown, existing
or arising from all acts and events occurring or failing to occur or alleged to
have occurred or to have failed to occur and all conditions existing or alleged
to have existed on or before that date, between uBid and the Company (including
any contractual agreements or arrangements existing or alleged to exist between
them on or before that date), except as expressly set forth in the Separation
and Distribution Agreement.

Except as provided in the Separation and Distribution Agreement, uBid has
agreed to indemnify, defend and hold harmless the Company and each of the
Company's directors, officers and employees from and against all liabilities
relating to, arising out of or resulting from: (i) the failure of uBid or any
other person to pay, perform or otherwise promptly discharge any liabilities of
uBid in accordance with their respective terms; (ii) any breach by uBid of the
Separation and Distribution Agreement or any of the Ancillary Agreements; and
(iii) any untrue statement or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, with respect
to all information contained in the Prospectus or the Registration Statement
used in connection with the Offering.

Except as provided in the Separation and Distribution Agreement, the
Company has agreed to indemnify, defend and hold harmless uBid and each of
uBid's directors, officers and employees from and against all liabilities
relating to, arising out of or resulting from: (i) the failure of the Company or
any other person to pay, perform or otherwise promptly discharge any liabilities
of the Company other than the liabilities of uBid; and (ii) any breach by the
Company of the Separation and Distribution Agreement or any of the Ancillary
Agreements. Neither uBid nor the Company is obligated under the Separation and
Distribution Agreement to indemnify the other for: (i) any liability, contingent
or otherwise, assumed, transferred, assigned or allocated to the other under the
Separation and Distribution Agreement or any Ancillary Agreement; (ii) any
liability for the sale, lease, construction or receipt of goods, property or
services purchased, obtained or used in the ordinary course of business between
the parties prior to December 9, 1998; (iii) any liability for unpaid amounts
for products or services or refunds owing on products or services due on a
value-received basis for work done by one party at the request or on behalf of
the other; (iv) any liability that uBid or the Company may have with respect to
indemnification or contribution pursuant to the Separation and Distribution
Agreement for claims brought against other party by third persons; or (v)
generally, any liability the release of which would result in the release of any
person other than a person released pursuant to the Separation and Distribution
Agreement.

The Separation and Distribution Agreement contains provisions that govern,
except as otherwise provided in any Ancillary Agreement, the resolution of
disputes, controversies or claims that may arise between or among the parties.
These provisions contemplate that efforts will be made to resolve disputes,
controversies and claims by escalation of the matter to senior management (or
other mutually agreed) representatives of the parties. If such efforts are not
successful, any party may submit the dispute, controversy or claim to mandatory,
binding arbitration, subject to the provisions of the Separation and
Distribution Agreement. The Separation and Distribution Agreement contains
procedures for the selection of a sole arbitrator of the dispute, controversy or
claim and for the conduct of the arbitration hearing, including certain
limitations on discovery rights of the parties. These procedures are intended
to produce an expeditious resolution of any such dispute, controversy or claim.

In the event that any dispute, controversy or claim is, or is reasonably
likely to be, in excess of $5 million, or in the event that an arbitration award
in excess of $5 million is issued in any arbitration proceeding commenced under
the Separation and Distribution Agreement, subject to certain conditions, any
party may submit such dispute, controversy or claim to a court of competent
jurisdiction and the arbitration provisions contained in the Separation and
Distribution Agreement will not apply. In the event that the parties do not
agree that the amount in controversy is in excess of $5 million, the Separation
and Distribution Agreement provides for arbitration of such disagreement.

Noncompetition; Certain Business Transactions. The Separation and
Distribution Agreement provides that, for a period of nine months after the
Distribution Date, the Company will not directly or indirectly, including by way
of acquisition of other companies, engage in the Internet online auction
business in substantially the same manner and format as conducted by uBid on the
date of the Separation and Distribution Agreement. The Separation and
Distribution Agreement also provides for the allocation of certain corporate
opportunities during the period prior to the Distribution Date. During this
period, neither uBid nor the Company will have any duty to communicate or offer
such opportunities to the other and may pursue or acquire any such opportunity
for itself or direct such opportunity to any other Person. Except as otherwise
contemplated under the intercompany agreements, it is anticipated that all
contracts between uBid and the Company after consummation of the Offering will
be at arms length.

Expenses. Except as expressly set forth in the Separation and
Distribution Agreement or in any Ancillary Agreement, whether or not the
Distribution is consummated, each party will bear its own respective third-party
fees, costs and expenses paid or incurred in connection with the Distribution.

Company Stock Options. Options to purchase CCI Common Stock that were
granted on or prior to December 9, 1998 and that are outstanding as of the
Distribution Date will, as of the Distribution Date, become options to purchase
shares of both uBid Common Stock and CCI Common Stock ("Adjusted Options"). The
number of shares of uBid Common Stock that will be subject to such Adjusted
Options will be based upon the ratio of the number of shares of uBid Common
Stock distributed to the Company's stockholders in the Distribution divided by
the total number of shares of CCI Common Stock outstanding on the record date
for the Distribution. In addition, the exercise price for each Adjusted Option
will be adjusted pursuant to a formula designed to ensure that: (1) the
aggregate "intrinsic value" (i.e. the difference between the exercise price of
the option and the market price of the common stock underlying the option) of
the Adjusted Options will not exceed the intrinsic value of each option to
purchase CCI Common Stock immediately prior to the Distribution, and (2) the
ratio of the exercise price of each option to the market value of the underlying
stock immediately before and after the Distribution is preserved. The options
to purchase uBid Common Stock covered by the Adjusted Options will be issued
under uBid's 1998 Stock Incentive Plan. As of the Record Date, there were
outstanding options to purchase 750,771 shares of CCI Common Stock eligible for
adjustment. Based on the number of shares of CCI Common Stock and options to
purchase CCI Common Stock outstanding on the Record Date, options to purchase
approximately 529,205 shares of uBid Common Stock will be granted in connection
with Adjusted Options.

As a result of the Distribution, any options to purchase the Company's
Common Stock issued after the closing date of the Offering will not be
convertible into options to purchase uBid Common Stock. Therefore, options to
purchase CCI Common Stock granted between the closing date of the Offering and
the Distribution Date will be adjusted (without creating an option for uBid
Common Stock as described in the preceding paragraph) to preserve the intrinsic
value of such options in accordance with the terms of the Company's stock option
plans and consistent with applicable accounting rules.

Termination. The Separation and Distribution Agreement may be terminated
at any time prior to the Distribution Date by the mutual consent of the Company
and uBid. In the event of any termination of the Separation and Distribution
Agreement, only the provisions of the Separation and Distribution Agreement that
obligate the parties to pursue the Distribution, or take, or refrain from
taking, actions which would or might prevent the Distribution from qualifying
for tax-free treatment under Section 355 of the Code, will terminate, and the
other provisions of the Separation and Distribution Agreement and each Ancillary
Agreement will remain in full force and effect.

Services Agreement

In December 1998, uBid and the Company entered into a services agreement
(the "Services Agreement") pursuant to which the Company provides to uBid
various administrative services, including general accounting services, credit
services and payroll and benefits administration. Except as noted below, the
following services will be provided by the Company until the Distribution is
consummated.

General Accounting Services. Pursuant to the Services Agreement, the
Company provides uBid with accounts payable services and general ledger
services. The services are provided on a cost-plus 10% basis.

Credit Services. The Services Agreement also provides for the provision
by the Company to uBid of credit services, including full credit checking and
analysis at a cost to uBid of $1.50 per transaction. The Company will undertake
to use its best efforts to process each credit check within 24 hours of receipt
of uBid's request.

Payroll and Benefits Administration. Under the Services Agreement, the
Company administers uBid's payroll and uBid's employees are covered under the
Company's health insurance plan and participate in the Company's 401(k) plan.
uBid reimburses the Company for all payroll and benefits costs, and the Company
receives a monthly servicing fee on a cost-plus 10% basis per covered or
participating employee.

Payments pursuant to the Service Agreement are made monthly in arrears
within 30 days after uBid's receipt of an invoice detailing the services
rendered. uBid believes that the fees for services to be provided under the
Services Agreement are no less favorable to uBid than could have been obtained
by uBid from unaffiliated third parties.

Any services rendered to uBid by the Company beyond the services to be
provided under the terms of the Services Agreement that the Company determines
are not covered by the fees provided for under the terms of the Services
Agreement will be billed to uBid as described in the Services Agreement, or on
such other basis as uBid and the Company may agree, provided that the price
payable by uBid for non-covered services will be established on a negotiated
basis which is no less favorable to uBid than the charges for comparable
services from unaffiliated third parties.

Termination of the Services Agreement at Distribution. uBid and the
Company expect that, as of the Distribution Date, the Services Agreement will be
terminated and the Company will no longer perform the transactional and
administrative services described above and certain other services historically
performed by the Company.

Tax Indemnification and Allocation Agreement

uBid and the Company have entered into a Tax Indemnification and
Allocation Agreement, which provides that if any one of certain events occurs,
and such event causes the Distribution not to be a tax-free transaction to the
Company under Section 355 of the Code, then uBid will indemnify the Company for
income taxes the Company may incur by reason of the Distribution not so
qualifying under the Code (the "Distribution Taxes"). Such events include any
breach of representations relating to uBid's activities and ownership of its
capital stock made to the Company or in connection with the PwC Opinion. In
connection with the confirmation of the PwC Opinion at the time of the
Distribution, uBid will likely make certain representations regarding its
intentions at the time of the Distribution with respect to its business.

The Tax Indemnification and Allocation Agreement also provides that the
Company will indemnify uBid for Distribution Taxes for which uBid has no
liability to the Company under the circumstances described above.

In addition to the foregoing indemnities, the Tax Indemnification and
Allocation Agreement provides for: (i) the allocation and payment of taxes for
periods during which uBid and the Company are included in the same consolidated
group for federal income tax purposes or the same consolidated, combined or
unitary returns for state tax purposes; (ii) the allocation of responsibility
for the filing of tax returns; (iii) the conduct of tax audits and the handling
of tax controversies; and (iv) various related matters.

For periods during which uBid is included in the Company's consolidated
federal income tax returns or state consolidated, combined, or unitary tax
returns (which will include the periods on or before the Distribution Date),
uBid will be required to pay an amount of income tax equal to the amount it
would have paid had it filed its tax return as a separate entity. uBid will be
responsible for its own separate tax liabilities that are not determined on a
consolidated or combined basis. uBid will also be responsible in the future for
any increase to the consolidated, combined or unitary tax liability of uBid and
the Company that is attributable to uBid, and will be entitled to refunds for
reductions of tax liabilities attributable to uBid for prior periods.

uBid will be included in the Company's consolidated group for federal
income tax purposes so long as the Company beneficially owns at least 80% of the
total voting power and value of the outstanding common stock of uBid. Each
corporation that is a member of a consolidated group during any portion of the
group's tax year is jointly and severally liable for the federal income tax
liability of the group for that year. While the Tax Indemnification and
Allocation Agreement allocates tax liabilities between uBid and the Company
during the period on or prior to the Distribution Date in which uBid is included
in the Company's consolidated group, uBid could be liable in the event federal
tax liability allocated to the Company is incurred, but not paid, by the Company
or any other member of the Company's consolidated group for the Company's tax
years that include such periods. In such event, uBid would be entitled to seek
indemnification from the Company pursuant to the Tax Indemnification and
Allocation Agreement.

As a condition to the Company effecting the Distribution, uBid will be
required to indemnify the Company for any tax liability suffered by the Company
arising out of actions by uBid after the Distribution that cause the
Distribution to lose its qualification as a tax-free distribution or to be
taxable to the Company for federal income tax purposes under Section 355 of the
Code. For example, Section 355 generally provides that a company which
distributes shares of a subsidiary in a spin-off that is otherwise

tax-free will incur U.S. federal income tax liability if 50% or more, by vote or
value, of the capital stock of either the company making the distribution or the
subsidiary is acquired by one or more persons acting pursuant to a plan or
series of related transactions that includes the spin-off. To ensure that
issuances of equity securities by uBid will not cause the Distribution to be
taxable to the Company, the Tax Indemnification and Allocation Agreement
contains certain restrictions on issuances of equity securities of uBid and its
repurchase of equity securities until three years following the Distribution
Date (the "Restriction Period"). Until the second anniversary of the
Distribution Date, uBid cannot issue its common stock and other equity
securities (including the shares sold in the Offering) that would cause the
number of shares of Common Stock distributed by the Company in the Distribution
to constitute less than 60% of the outstanding shares of Common Stock unless
uBid first obtains either the consent of the Company or a favorable IRS letter
ruling that the issuance will not affect the tax-free status of the
Distribution. After this period until the end of the third year from the
Distribution Date, uBid cannot issue its common stock and other equity
securities that, when combined with equity securities sold in and after the
Offering, would cause the number of shares of uBid Common Stock distributed by
the Company in the Distribution to constitute less than 55% of the outstanding
shares of uBid Common Stock unless uBid first obtains the consent of the Company
or a favorable IRS letter or opinion of tax counsel that the issuance would not
affect the tax-free status of the Distribution. These restrictions on the
issuance of equity securities may impede the ability of uBid to raise necessary
capital or to complete acquisitions, if any, using equity securities. The
foregoing prohibitions do not apply to issuances of debt securities of uBid that
are not convertible into Common Stock or other equity securities. The same
requirements for an IRS ruling, consent of the Company or an opinion of counsel
are applicable to any proposed repurchases of uBid Common Stock during the
Restriction Period.

Joint Marketing Agreement

uBid and the Company have entered into a joint marketing agreement (the
"Marketing Agreement"), pursuant to which the Company and uBid agreed to
continue certain joint marketing efforts presently in place. The Marketing
Agreement provides that uBid will continue to be presented on the home page of
the Company's "PC Mall" Website on at least one quarter of the page as well as
receive a banner advertisement on the home page of the Company's "PC Mall"
Website. The Marketing Agreement provides that uBid will provide to the Company
a button that "clicks through" from the home page of uBid's Website to the
Company's "PC Mall" Website. As consideration for these marketing services,
uBid will either make a payment of $10,000 per month to the Company or the
Company, in its sole discretion, may elect to receive a banner advertisement on
each page of uBid's Website in lieu of the monthly payment. The Marketing
Agreement has a term of one year and is terminable by either party upon 60 days
prior written notice.

Internet/Telecommunications Agreement

uBid and the Company have also entered into an Internet/telecommunications
agreement (the "Internet/Telecommunications Agreement") pursuant to which the
Company will continue to provide uBid with certain Internet and
telecommunications services, including hosting uBid's Website. uBid agreed to
reimburse the Company for all telecommunications charges (other than personnel
charges), as well as pay additional monthly personnel charges on a cost-plus 10%
basis and capital equipment charges based on standard lease rates. The
Internet/Telecommunications Agreement has an initial term of one year and is
cancelable, at the option of either party, upon 90 days prior written notice,
provided that, upon such cancellation, uBid will be required to purchase all
capital equipment from the Company at its depreciated book value.

Sublease Agreement

In July 1998, uBid and the Company entered into a sublease currently
covering 100,000 square feet of the Company's 325,000 square foot distribution
center in Memphis, Tennessee. The sublease provides for uBid's continued use of
the Company's sophisticated inventory control and shipping systems during the
term of the sublease. The sublease is at a monthly rate equal to the Company's
obligations to the landlord, plus taxes and utilities, and will expire in 2002.

Other Relationships with the Company

Company Credit Agreement. The Company is party to a credit agreement
pursuant to which it has a credit facility of up to $60 million. Under the
credit agreement, each of the Company's subsidiaries, including uBid, is
required to guarantee the Company's obligations and to grant the lender a
security interest in its assets to secure the obligations under the guaranty.
The lender has signed a letter consenting to the Distribution and releasing
uBid's guaranty obligations and the lender's security interest in uBid's assets.
In connection with obtaining the lender's consent thereto, uBid and the Company
have entered into an agreement with the lender that provides that, through the
Distribution Date, neither uBid nor the Company will make certain transfers to
each other of their respective assets which might impair the effectiveness or
enforceability of the lender's security interest in assets of the Company.

Payable to the Company. Since uBid's inception in 1997, the Company has
provided the funds to finance uBid's operations in the form of advances that
bear interest at the prime rate. uBid had amounts due to the Company for
working capital and fixed asset purchases (the "Payable") totaling approximately
$4.6 million as of December 31, 1998, of which $3.3 million is represented by a
note due in June 2000 with interest payable monthly, and the remaining $1.3
million of which was repaid during the first quarter of 1999. Advances made by
the Company after the first quarter of 1999, if any, will be repaid within the
respective quarter in which the advance is made.

ADDITIONAL INFORMATION

uBid's Common Stock is registered under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The Company and uBid are each subject to
the reporting requirements of the Exchange Act, and in accordance therewith have
filed registration statements, reports and other information (collectively, "SEC
Reports") with the Securities and Exchange Commission (the "Commission"). For
further information pertaining to uBid (including financial statements and other
financial information), the uBid Common Stock and related matters, the Company's
stockholders are urged to read uBid's SEC Reports, including particularly the
following:

(1) uBid's Annual Report on Form 10-K for the fiscal year ended December
31, 1998;

(2) uBid's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999; and

(3) The description of the uBid Common Stock contained in uBid's
Registration Statement on Form 8-A filed with the Commission on
November 30, 1998, including any amendment or report filed for the
purpose of updating such description.

Stockholders are also urged to review any amendments to the foregoing
reports and all subsequent SEC Reports filed by uBid and the Company under the
Exchange Act. The Company will

promptly provide without charge to each person to whom an Information Statement
is delivered, a copy of the above-referenced Annual Report on Form 10-K and
Quarterly Report on Form 10-Q (not including exhibits), upon the written or oral
request of such person directed to the Chief Financial Officer of the Company at
its principal offices, 2555 West 190th Street, Torrance, California 90504, (310)
354-5600.

The SEC Reports can be obtained from the Commission at its principal office
in Washington, D.C. upon the payment of the prescribed fees, or may be examined,
without charge, at public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, or at its regional
offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and Seven World Trade Center, Suite 1300, New York, New York 10048. The
Commission maintains a World Wide Web site on the Internet at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

CREATIVE COMPUTERS, INC.

SPIN-OFF OF uBID, INC. COMMON STOCK

Question and Answer Summary of the Spin-Off
-------------------------------------------

The following summary answers certain questions you may have with respect
to Creative's distribution of uBid common stock (referred to in this summary as
the "Distribution" or the "spin-off") and highlights certain basic information
from the accompanying Information Statement that may be important for you. This
summary does not contain all of the important information relating to the spin-
off, and we therefore encourage you to read the entire Information Statement.

Q. What will happen in the spin-off? A. In the spin-off, Creative will distribute to its
stockholders all of its 80.1% interest in uBid by distributing
approximately .70488 shares of uBid common stock for each share
of Creative common stock owned by its stockholders. After the
spin-off, uBid will be a separate company, and will no longer be
a subsidiary of Creative.

Q. Why is Creative undertaking the A. We believe that the spin-off will allow both Creative and
spin-off? uBid to enhance their ability to implement their own growth and
operating strategies. The spin-off will also remove some of the
restrictions on uBid's growth that existed due to contractual
relationships with some of our vendors.

Q. What will I receive in the A. We are making a pro-rata distribution of the uBid common
spin-off? stock to all of our stockholders. Accordingly, for every one
share of Creative common stock you own as of the Record Date and
continue to own on the Distribution Date, you will receive
approximately .70488 shares of uBid common stock.

Q. What is the Record Date? A. Only holders of Creative common stock as of May 24, 1999
(the "Record Date") are eligible to receive uBid stock in the
Distribution. However, as discussed below,

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if you sell shares of Creative common stock in a "regular way"
transaction after the record date and prior to the effective
time of the distribution, you will also be transferring your
right to receive the Distributed shares of uBid common stock
associated with the Creative shares you sell.

Q. When is the spin-off effective? A. The effective date of the Distribution is June 7, 1999.

Q. What is the Distribution Date? A. The Distribution Date (or the "effective date") is the date
on which shares of uBid common stock are credited on the books
of uBid to Creative's stockholders of record on the Record Date.
The Distribution Date is June 7, 1999.

Q. When will certificates be mailed? A. Certificates will be mailed to record stockholders on or
about June 8, 1999.

Q. How does the spin-off work for me A. For each share of Creative common stock that you owned on
as a stockholder of Creative? May 24, 1999, you will receive approximately .70488 shares of
uBid common stock, except that you will not receive any
fractional share interests that result from the application of
this spin-off ratio. All fractional share interests of uBid
common stock will be aggregated and sold in the open market.
Instead of receiving fractional shares, each record holder of
Creative stock will receive a check representing his or her pro
rata share of the net proceeds received in such sale.

Q. If I sold Creative common stock A. Yes. A buyer of Creative common stock in the "regular way"
between the record date and the between May 24, 1999 and the close of business on June 7, 1999
effective time, does the buyer also receives a "due bill" entitling the buyer to the
receive the uBid common stock distribution of the uBid common stock. This means that by
distribution? transferring your Creative stock in a "regular way" transaction
prior to the close of business on June 7, you are also
transferring your right to receive the uBid shares associated
with the Creative shares you sell. Settlement should be
conducted through the buyer's broker.

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Q. Is the distribution ratio final? A. Yes. The final distribution ratio is approximately .70488,
which was calculated as of the Record Date of May 24, 1999.

Q. How does the Distribution affect A. The Distribution itself has no effect on the number of
the shares of Creative common stock shares of Creative common stock currently held by you. Creative
I currently hold? and uBid are separate companies and, other than the
Distribution, the Creative common stock and the uBid common
stock are not related.

Q. When will Creative common stock A. We expect that the Creative common stock will trade on a
trade at the post-Distribution price? post-Distribution ("ex-dividend") basis on June 8, 1999. The
stock market will determine the price of Creative common stock
following the Distribution.

Q. Will I have to turn in my A. No, you will not have to turn in your Creative stock
Creative stock certificates? certificates.

Q. When will I receive the proceeds A. The sale of fractional share interests will occur in the few
relating to any fractional share days following the Distribution Date, and you should receive a
interests I may be entitled to? check representing your pro rata share of the proceeds shortly
thereafter.

Q. What happens with Creative shares A. Generally, shares held in a brokerage account are listed
held in a brokerage account? under the broker's name. Following the Distribution, the broker
will receive the shares of uBid common stock for the account.
It will be up to the broker to allocate the shares as
appropriate. Your next broker's statement following the
Distribution Date should reflect your shares of uBid common
stock. Be sure to carefully check this statement upon receipt
to make sure all shares were accurately credited. If you have
any questions regarding your statement, contact your broker.

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Q. What are the tax consequences of A. Generally, for federal income tax purposes, based on the
the Distribution to me as a Creative opinion we have received from PricewaterhouseCoopers, we expect
stockholder? that no gain or loss will be recognized to (and no amount will
be included in the income of) holders of Creative common stock
upon the receipt of the uBid common stock distributed to them.
However, you will recognize gain or loss on the receipt of cash
in lieu of fractional shares of uBid common stock. Following
the Distribution Date, additional information will be provided
to you concerning the calculation of the new tax basis in your
shares of Creative common stock and uBid common stock, the tax
treatment of cash received in lieu of fractional shares and
certain statements which are required to be attached to your
applicable federal income tax returns. You should consult your
own tax advisor as to the effects of the spin-off given your
particular circumstances.

Q. Are the shares of uBid common A. Generally yes. uBid common stock is traded on the Nasdaq
stock freely tradable? National Market under the symbol "UBID." Creative's common
stock will continue to be traded on the Nasdaq National Market
under the symbol "MALL." However, any person or entity who is
deemed to an "affiliate" of uBid is subject to certain
restrictions on trading the uBid common stock, including the
requirements of Rule 144 under the Securities Act.

Q. How much uBid common stock will A. Creative will not retain any ownership of uBid common stock.
Creative retain?

Q. What number should I call for A. You may contact Creative Computers at 310-354-5600.
more information on the spin-off?

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