As filed with the Securities and Exchange Commission on August 6, 1999
Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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IGO CORPORATION
(Exact name of Registrant as specified in its Charter)

California (prior to 5961 94-3174623
reincorporation)
Delaware (after reincorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification Number)
(State or other jurisdiction of
incorporation or organization)

2301 Robb Drive
Reno, Nevada 89523
(775) 746-6140
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

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Ken Hawk
President and Chief Executive Officer
2301 Robb Drive
Reno, Nevada 89523
(775) 746-6140
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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Copies to:

Judith M. O'Brien David A. Garcia Nora L. Gibson
Alisande M. Rozynko Hale Lane Peek Dennison Brobeck Phleger & Harrison, LLP
Wilson Sonsini Goodrich & Rosati
Howard and Anderson One Market
Professional Corporation Professional Corporation Spear Street Tower
100 West Liberty Street, Tenth
650 Page Mill Road Floor San Francisco, California 94105
Palo Alto, California 94304-1050
Reno, Nevada 89501 (415) 442-0900
(650) 493-9300 (775) 327-3000

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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.

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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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CALCULATION OF REGISTRATION FEE

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Proposed Maximum
Title of Each Class of Aggregate Offering Amount of
Securities to be Registered Price(1)(2) Registration Fee
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Common Stock, $0.001 par value................. $63,250,000 $17,584
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(1) Includes shares of common stock that the Underwriters have the option to
purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose determining the registration fee pursuant
to Rule 457(o) promulgated under the Securities Act.

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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell securities, and we are not soliciting offers to buy these +
+securities, in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED , 1999

[iGo Logo]
Solutions for People on the Go(TM)

Shares
Common Stock

iGo Corporation is offering shares of its common stock. This is our
initial public offering and no public market currently exists for our shares.
We have applied to list our common stock for quotation on the Nasdaq National
Market under the symbol "IGOC." We anticipate that our initial public offering
price will be between $ and $ per share.

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Investing in the common stock involves risks.
See "Risk Factors" beginning on page 8.

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Per Share Total
--------- -----

Public Offering Price........................................... $ $
Underwriting Discounts and Commissions.......................... $ $
Proceeds to iGo................................................. $ $

The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.

We have granted the underwriters a 30-day option to purchase up to an
additional shares of our common stock to cover over-allotments, if any.

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BancBoston Robertson Stephens

Hambrecht & Quist

Thomas Weisel Partners LLC

The date of this prospectus is , 1999.

[ARTWORK TO COME]

You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in those jurisdictions where offers and sales
are permitted. The information contained in this prospectus is accurate only as
of the date of this prospectus, regardless of the time of delivery of this
prospectus or any sale of our common stock. In this prospectus, "iGo," "we,"
"us" and "our" refer to iGo Corporation.

Until , 1999 (25 days after commencement of the offering), all
dealers effecting transactions in our common stock, whether or not
participating in this offering, may be required to deliver a prospectus. This
delivery requirement is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

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TABLE OF CONTENTS

Page
----

Summary.................................................................. 4
Risk Factors............................................................. 8
Use of Proceeds.......................................................... 22
Dividend Policy.......................................................... 22
Capitalization........................................................... 23
Dilution................................................................. 24
Selected Financial Data.................................................. 25
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 26
Business................................................................. 33
Management............................................................... 46
Transactions with Directors, Officers and 5% Stockholders................ 52
Principal Stockholders................................................... 54
Description of Capital Stock............................................. 56
Shares Eligible for Future Sale.......................................... 59
Underwriting............................................................. 61
Legal Matters............................................................ 63
Change in Independent Accountants........................................ 64
Experts.................................................................. 64
Where You May Find Additional Information................................ 64
Index to Financial Statements............................................ F-1

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iGo, Solutions for People on the Go, and iGo's logo are our trademarks and
are pending registration in certain jurisdictions. This prospectus also
contains brand names, logos, servicemarks and trademarks of other companies.
Road Warrior is a registered trademark of Road Warrior International, Inc., and
is used by permission.

SUMMARY

Because this is only a summary, it does not contain all of the information
that may be important to you. You should read the entire prospectus, including
"Risk Factors" and the financial statements and notes, before deciding to
invest in shares of common stock.

iGo Corporation

iGo is a leading provider of hard-to-find, model-specific accessories and
services for mobile electronic devices. Through our iGo.com website and
customer solutions representatives, we enable businesses and individual
consumers to efficiently identify, locate and purchase these products and
services. Our proprietary relational databases of over 6,500 products from more
than 350 suppliers, combined with our comprehensive industry knowledge and
service expertise, create a valuable one-stop solution for our customers. We
believe that our unique business model offers significant benefits to mobile
device manufacturers, business enterprises, mobile professionals and other
people on the go.

We provide a compelling electronic commerce solution for the highly
fragmented portable computing and mobile communications marketplace by
utilizing the convenience and functionality of the Internet. Our business
combines the following key elements:

. our proprietary product, supplier and compatibility databases;

. our use of search technology to simplify the ordering process;

. our capability to rapidly ship business-critical orders;

. our focus on a high repeat purchase and replacement market; and

. our ability to offer customized solutions for corporate customers.

As a result of these factors, we have rapidly grown our net revenues and our
customer database, maintained high gross margins and established a leading
online destination to serve our market. From 1995 to 1998, our net revenues
increased at an annual growth rate of more than 90%. Our gross margins grew
from 32% for the six months ended June 30, 1998 to 35% for the six months ended
June 30, 1999. Our customer database includes profiles of over 525,000 mobile
users and detailed transaction histories on over 150,000 buyers. Approximately
50% of the Fortune 500 have purchased products or services from us. In
addition, we have developed strategic relationships with key business partners
such as Ariba, Motorola and NEC.

Mobile Product Marketplace

The use of portable computers and mobile communications devices has grown
rapidly due to infrastructure and hardware improvements, which have simplified
use, increased portability and reduced equipment and cellular airtime cost.
Busy professionals and other time-constrained people are increasingly
incorporating these devices into their daily lives. As a result, businesses and
individuals are willing to spend more on mobile electronic devices, accessories
and services to increase productivity and add flexibility.

The Internet has become an attractive channel to reach users of laptops,
cellular phones, personal digital assistants and other mobile electronic
devices. This is primarily due to the broad reach of the Internet, its useful
search functionality and the substantial demographic overlap between mobile
product users and Internet users. The marketplace for mobile devices,
accessories and batteries is not well served by traditional channels, which
include mobile device manufacturers, traditional retailers and large mail-order
companies, who are typically more focused on selling the newest "big ticket"
products such as desktop computers, laptops and printers. Most mobile
accessories and batteries are brand and model-specific and this lack of
standardization creates a complex customer service problem that cannot easily
be solved by traditional industry participants. Moreover, unlike the personal
computer, book and music markets, there is no major distributor that carries
even a fraction of the products needed to provide a comprehensive solution for
the mobile product marketplace.

Our Strategy

Our mission is to provide solutions that give people freedom and flexibility
over their lives and increase their business productivity. Our strategy is to
continue to offer a comprehensive Internet-based solution that provides
significant benefits to all participants in the mobile product marketplace,
including manufacturers, business enterprises, mobile professionals and other
people on the go. Our goal is to be the leading one-stop solution for the
mobile product marketplace, and to reach this goal, we plan to:

. aggressively build the iGo brand;

. improve the iGo.com shopping experience;

. enhance our proprietary databases;

. focus on the corporate market;

. pursue international opportunities; and

. pursue strategic acquisitions and alliances.

Corporate Information

In March 1993 we were incorporated under the name Battery Express, Inc. and
currently do business as iGo Corporation. We will reincorporate in Delaware
under the name iGo Corporation prior to the consummation of this offering. Our
principal executive offices are located at 2301 Robb Drive, Reno, Nevada 89523,
and our telephone number is (775) 746-6140. Information contained on our
website at www.iGo.com does not constitute part of this prospectus.

The Offering

Common stock offered by iGo........................... shares

Common stock to be outstanding after the offering..... shares

Use of proceeds....................................... We intend to use the net
proceeds for investment
in marketing and
promotion, and general
corporate purposes,
including working
capital and capital
expenditures, as well as
possible strategic
acquisitions or
investments.

Proposed Nasdaq National Market symbol................ IGOC

Except as otherwise noted, all information in this prospectus:

. reflects the conversion of all outstanding shares of preferred stock into
shares of common stock at the closing of this offering;

. does not take into account the possible issuance of additional shares of
common stock to the underwriters pursuant to their right to purchase
additional shares to cover over-allotments; and

. reflects the reincorporation of our company into Delaware.

Summary Financial Data
(in thousands, except per share data)

The statements of operations data for the years ended December 31, 1996, 1997
and 1998 are derived from our audited financial statements. The statements of
operations data for the six-month periods ended June 30, 1998 and 1999 and the
balance sheet data as of June 30, 1999 are derived from unaudited interim
financial statements not included in this prospectus. The summary financial
data should be read in conjunction with our financial statements and the
related notes included elsewhere in this prospectus and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Six-Month
Periods Ended
Years Ended December 31, June 30,
---------------------------------- ----------------
1995 1996 1997 1998 1998 1999
------- ------- ------- ------- ------- -------

Statement of Operations
Data:
Revenues:
Net product revenue.... $ 1,790 $ 4,508 $ 7,422 $12,318 $ 5,779 $ 7,718
Development revenue.... -- -- 665 502 502 --
------- ------- ------- ------- ------- -------
Total net revenues.... 1,790 4,508 8,087 12,820 6,281 7,718
Gross profit............ 575 1,531 2,767 4,218 2,006 2,705
Total operating
expenses............... 730 1,588 3,674 6,060 2,879 6,323
Loss from operations.... (155) (57) (907) (1,842) (873) (3,618)
Net loss attributable to
common stockholders.... $ (157) $ (116) $(1,026) $(2,133) $ (981) $(4,156)
Net loss per share--
basic and diluted...... $ (0.17) $ (0.13) $ (1.11) $ (2.13) $ (0.99) $ (3.93)
Weighted-average shares
outstanding............ 900 900 924 1,000 990 1,058

The following table presents summary balance sheet data at June 30, 1999; pro
forma to reflect the sale of our Series C preferred stock in July 1999, the
incurrence of $1.2 million of subordinated convertible debt in August 1999 and
the issuance of common stock upon exercise of a warrant in July 1999; and pro
forma as adjusted for the assumed conversion of $980,000 of the subordinated
debt into Series C preferred stock prior to this offering, the conversion of
all of our preferred stock into 1,273,842 shares of common stock upon the
closing of this offering, and the sale of shares of our common stock
in this offering at an assumed initial public offering price of $ per
share and the application of the net proceeds after deducting the estimated
underwriting discounts and commissions and estimated offering expenses. See
"Use of Proceeds" and "Capitalization."

June 30, 1999
------------------------------
Pro Pro Forma
Actual Forma As Adjusted
------- ------- -----------

Balance Sheet Data:
Cash and cash
equivalents............ $ -- $ 6,935 $
Working capital......... (43) 6,892
Total assets............ 5,138 12,073
Long-term portion of
capital lease
obligations............ 641 1,808
Mandatory redeemable
preferred stock........ 8,216 13,966
Total stockholders'
equity (deficit)....... (7,496) (7,478)

RISK FACTORS

You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing our company. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business
operations. If any of the following risks actually occur, our business,
financial condition or results of operations could be harmed, the value of our
stock could decline and you may lose part or all of your investment.

Risks Related To Our Business

We have a limited operating history on which to evaluate our potential for
future success

We were incorporated in 1993 and did not begin to generate meaningful
revenues until 1995. Accordingly, we have only a limited operating history upon
which you can evaluate our business and prospects. You must consider the risks
and uncertainties frequently encountered by growth stage companies in new and
rapidly evolving markets, such as electronic commerce. These risks include our
ability to continue to:

. sustain historical growth rates;

. implement our business model;

. attract new customers, retain existing customers and maintain customer
satisfaction;

. maintain our gross margins in the event of price competition or rising
wholesale prices;

. minimize technical difficulties and system downtime;

. manage distribution of our direct marketing materials; and

. attract, train and retain employees.

If we are unsuccessful in addressing these risks and uncertainties, our
business, financial condition and results of operations will be harmed.

We have a history of losses and we expect losses for the foreseeable future

Since our inception in 1993, we have incurred significant net losses,
resulting primarily from costs related to developing our relational databases,
establishing our brand, building our customer contact center, developing
relationships with suppliers and attracting users to our website. At June 30,
1999, we had an accumulated deficit of approximately $7.7 million. Although we
have experienced an increase in net product revenue each period, this growth
may not be sustainable. Because of our plans to invest heavily in marketing and
promotion, hire additional employees and enhance our website and operating
infrastructure, we expect to incur increasing sales and marketing and general
and administrative expenses. As a result, we will need to generate
significantly higher revenues to achieve and maintain profitability, although
we may be unable to do so. If our revenue growth is slower than we anticipate
or our operating expenses exceed our expectations, our losses will be
significantly greater.

Our stock price may be adversely affected by significant fluctuations in our
quarterly operating results

Our revenues for the foreseeable future will remain primarily dependent on
sales of mobile electronic devices, accessories, batteries and services through
our website and our customer contact center. We cannot forecast with any degree
of certainty the extent of our sales of these products or services. We expect
our operating results could fluctuate significantly from quarter to quarter as
a result of various factors including:

. our ability to attract new and repeat visitors to our website and convert
them into customers;

. the level of merchandise returns we experience;

. changes and seasonal fluctuations in the buying patterns of our
customers;

. our inability to obtain adequate supplies of high-demand products;

. unanticipated cost increases or delays in shipping, transaction
processing, or production and distribution of our direct marketing
materials;

. unanticipated delays with respect to product introductions; and

. the costs, timing and impact of our marketing and promotional
initiatives.

Because of these and other factors, we believe that quarter to quarter
comparisons of our results of operations are not good indicators of our future
performance. If our operating results fall below the expectations of securities
analysts and investors in some future periods, our stock price will likely
decline. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Quarterly Results of Operations" for more information on
our quarterly operating results.

Establishing the iGo brand is critical to our success

We recently launched our new iGo brand and with a portion of the proceeds of
this offering we plan to implement aggressive traditional and online marketing
programs to promote our brand in order to attract an increasing number of
visitors to our website. We believe that strengthening the iGo brand will be
critical to the success of our business. We cannot be certain that our brand
will attract new customers or retain existing customers. Additionally, our new
iGo brand may cause confusion to current and potential customers, or may
disrupt our business, either of which could harm our business, financial
condition and results of operations.

If we fail to manage expansion effectively, our business and prospects could be
seriously harmed

Our ability to execute our business model in a rapidly evolving market
requires an effective planning and management process. At December 31, 1998, we
had a total of 59 employees and at June 30, 1999, we had a total of 92
employees. We plan to continue to hire additional employees and to expand our
warehouse facilities. This growth has placed, and our anticipated growth will
continue to place, a significant strain on our management systems and
resources. To manage our growth, we must implement operational and financial
systems and controls, and recruit, train and retain new employees. Some key
members of our management team have recently been hired. These individuals have
had little experience working in our organization. We cannot be certain that we
will be able to integrate new executives or other employees into our
organization effectively. In addition, there will be significant administrative
burdens placed on our management team as a result of our status as a public
company. If we do not manage growth effectively, our business, financial
condition and results of operations could be harmed.

We depend on our key personnel to manage our business and we may not be able to
hire enough additional management and other personnel as our business grows

Our performance is substantially dependent on the continued services and on
the performance of our executive officers and other key employees, particularly
Ken Hawk, our Chief Executive Officer. The loss of the services of any of our
executive officers could harm our business. Additionally, we will need to
attract, retain and motivate talented management and other highly skilled
employees to be successful. In particular, competition for employees that
possess knowledge of the Internet industry is intense. We may be unable to
retain our key employees or attract, assimilate and retain other highly
qualified employees in the future, which could harm our business, financial
condition and results of operations.

Competition may decrease our market share, net revenues and gross margins and
may cause our stock price to decline

The portable computing and mobile communications market is highly fragmented.
In addition, the electronic commerce market in which we operate is new, rapidly
evolving and highly competitive. We believe no single competitor competes
directly with us with respect to all of the products and services we offer;
however, we currently or potentially compete with a variety of companies in the
sale of products in specific categories, including:

. mobile products suppliers such as Targus;

. mass merchant retailers such as Circuit City and CompUSA;

. direct marketers such as Buy.com, Insight and Microwarehouse; and

. traditional mobile device manufacturers such as Fujitsu and Toshiba.

Many of these current and potential competitors may have the ability to
devote substantially more resources to marketing, and systems and website
development than we do. In addition, larger and more well-financed entities may
acquire, invest in or form joint ventures with our competitors. Some of our
competitors may be able to secure products from suppliers on more favorable
terms, fulfill customer orders more efficiently and adopt more aggressive
pricing or inventory availability policies then we can. Finally, new
technologies and the expansion of existing technologies, such as price
comparison programs that search for products from a variety of websites, may
direct customers to other online merchants.

The loss of our proprietary databases would seriously harm our business

Our proprietary databases are a key competitive advantage. If we fail to keep
these databases current or if the proprietary customer, product, supplier and
compatibility information contained in these databases is damaged or destroyed,
our business would be seriously harmed and our stock price would decline.

The failure to successfully grow, manage and use our database of customers and
users would harm our business

We intend to continually expand our database of customers, potential
customers and website registrants to more effectively create targeted direct
marketing offers. We seek to expand our customer database by using information
we collect through our website and our customer contact center as well as from
purchased or rented lists. We must also continually develop and refine our
techniques for segmenting this information to maximize its usefulness. If we
are unable to expand our customer database or if we fail to utilize this
information successfully, our business model may not be successful. In
addition, if federal or state governments enact privacy legislation resulting
in the increased regulation of mailing lists, we could experience increased
costs in complying with potentially burdensome regulations concerning the
solicitation of consents to keep or add customer names to our mailing lists.
See "Business--Government Regulation."

Failure of our strategic relationships to attract customers could harm our
business

We intend to continue to establish, leverage and grow key strategic
relationships with manufacturers, suppliers and electronic commerce partners to
enable us to collect crucial product-specific information, ensure access to
adequate product supply and acquire new customers. For example, we recently
entered into a strategic relationship with the NEC Computer Systems Division,
or NEC, that provides us with priority access to new products and gives us the
ability to offer a more integrated electronic commerce solution for
enterprises. In addition, we plan to establish additional online partnerships
that create direct online links from other websites and from the portable
computing and mobile communications areas of major Internet portals. For
example, we recently launched our online affiliate program. We cannot be
certain that any of these strategic relationships or partnerships will be
successful in attracting new customers. If these programs fail to attract
additional customers, our business, financial condition and results of
operations could be harmed.

We must effectively manage our vendors to minimize inventory risk and maintain
our gross margins

In order to fulfill our orders, we depend upon our vendors to produce
sufficient quantities of products according to schedule. We may maintain high
inventory levels in some categories of merchandise in an effort to ensure that
these products are available to our customers. This may expose us to risks of
excess inventory and outdated merchandise, which could harm our business. If we
underestimate customer demand, we may disappoint customers who may purchase
from our competitors. We also negotiate with our vendors to get the best
quality available at the best prices in order to maintain and increase our
gross margins. Our failure to be able to manage our vendors effectively would
harm our operating results.

Failure of third party suppliers to ship products directly to our customers
could harm our business

For the six months ended June 30, 1999, approximately 15% of our net revenues
were from products shipped to our customers directly from our suppliers. The
failure of these suppliers to continue to ship products directly to our
customers or to ship products to our customers in a timely manner could result
in lost revenues, delays in customer acceptance of our solution and damage to
our reputation. In addition, if we could not depend on these suppliers to ship
products to our customers directly, we would have to carry the products in our
inventory, which would expose us to

risks of excess inventory, outdated merchandise and increased warehouse costs,
all of which could harm our business.

Failure of third-party carriers to deliver our products on a timely and
consistent basis could harm our business

Our supply and distribution system is primarily dependent upon our
relationships with United Parcel Service, Federal Express and Airborne
Express. We ship substantially all of our orders with these carriers. Because
we do not have written agreements with these carriers that guarantee continued
service, we cannot be sure that our relationships with these carriers will
continue on terms favorable to us, or at all. If our relationship with one or
more of these carriers is terminated or impaired, or if one or more of these
carriers is unable to ship products for us, whether through labor shortage,
slow down or stoppage, deteriorating financial or business conditions or for
any other reason, we would be required to rely on the other carriers. These
carriers may not be able to accommodate the increased shipping volume, in
which case we may be required to use alternative carriers, with whom we may
have no prior business relationship, for the shipment of products to our
customers. We may be unable to engage an alternative carrier on a timely basis
or upon terms favorable to us. Changing carriers would likely harm our
business, financial condition and results of operations. Potential adverse
consequences include:

. reduced package tracking information;

. delays in order processing and product delivery;

. increased delivery costs, resulting in reduced gross margins; and

. reduced shipment quality, which may result in damaged products and
customer dissatisfaction.

We may not be able to protect and enforce our trademarks, Internet addresses
and intellectual property rights

We seek to protect our brand and our other intellectual property through a
combination of copyright, trade secret and trademark laws. Our iGo brand and
our Internet address, www.iGo.com, are important components of our business
strategy. We have filed federal trademark applications for "iGo" and
"iGo.com," among other trademark applications. We cannot guarantee that any of
these trademark applications will be granted. In July 1999, the United States
Patent and Trademark Office, or PTO, preliminarily declined registration of
"iGo" and "iGo.com" when used in connection with our services. We have had
telephonic discussions of this matter with the PTO and plan to formally
respond to the PTO's preliminary denial of registration. We believe it is
likely that the "iGo" and "iGo.com" marks will ultimately be accepted for
registration by the PTO. However, we cannot guarantee that we will be able to
secure registration of these marks. If we are unable to secure registration of
these marks and unable to make any alternative arrangements for their use, we
may be required to stop using these marks. This could cause confusion to our
customers and harm our business, financial condition and results of
operations. In addition, this could cause confusion to potential investors,
which could cause the price of our common stock to decline.

In addition, we currently hold various Internet domain names, including
iGo.com. The acquisition and maintenance of domain names generally is
regulated by Internet regulatory bodies. The regulation of domain names in the
United States and in foreign countries is subject to change. Governing bodies
may establish additional top-level domains, appoint additional domain name
registrars or modify the requirements for holding domain names. As a result,
we may be unable to acquire or maintain

relevant domain names in all countries in which we conduct business.
Furthermore, the relationship between regulations governing domain names and
laws protecting trademarks and similar proprietary rights continues to evolve.
Therefore, we may be unable to prevent third parties from acquiring domain
names that are similar to, infringe upon or otherwise decrease the value of our
trademarks and other proprietary rights. See "Business--Intellectual Property."

The loss of our current toll-free telephone number and associated rights could
harm our business

On July 19, 1999, the company from whom we purchased the rights to the
1-800-Batteries toll-free telephone number and name gave us notice that they
believe we have failed to cure a material breach of our agreement with them.
The notice also stated that they are terminating their agreement with us and
demanding a return of their rights as well as unspecified monetary damages. At
the same time, they made a demand for arbitration of the matter with the
American Arbitration Association in Richmond, Virginia. We have not yet
responded to such demand. After a review of our actions with respect to our
agreement with them, we believe that we have not materially breached the
agreement. Accordingly, we consider our agreement with them to be in full force
and effect and intend to defend our position vigorously in any applicable
arbitration proceedings. While we believe that we will ultimately prevail in
this dispute, many of our customers may rely on the 1-800-Batteries phone
number to reach our customer solutions representatives and to the extent that
the arbitrator disagrees with our position and allows this agreement to
terminate, we could be harmed, although it is difficult to estimate the extent
or materiality of such harm. See "Business--Legal Proceedings."

We may be vulnerable to new tax obligations that could be imposed on electronic
commerce transactions

We do not expect to collect sales or other similar taxes or goods shipped
into most states. However, one or more states or the federal government may
seek to impose sales tax collection obligations on out-of-state companies, such
as ours, which engage in or facilitate electronic commerce. A number of
proposals have been made at the state and local levels that would impose
additional taxes on the sale of goods and services through the Internet. These
proposals, if adopted, could substantially impair the growth of electronic
commerce and cause purchasing through our website to be less attractive to
customers. In October 1998, the United States Congress passed legislation
limiting for three years the ability of the states to impose taxes on Internet-
based transactions. Failure to renew this legislation could result in the
imposition by various states of taxes on electronic commerce. Further, states
have attempted to impose sales tax collection obligations on direct marketing
sales from businesses such as ours. A successful assertion by one or more
states that we should have collected or be collecting sales taxes on the sale
of products could harm our business.

If we expand our business internationally, our business would become
increasingly susceptible to numerous international risks and challenges that
could affect our results of operations

Although we have not had meaningful international revenues to date, we intend
to increase our international sales efforts. International sales are subject to
inherent risks and challenges that could affect our results of operations,
including:

. the need to develop new supplier relationships;

. unexpected changes in international regulatory requirements and tariffs;

. difficulties in staffing and managing foreign operations;

. potential adverse tax consequences;

. price controls or other restrictions on, or fluctuations in, foreign
currency; and

. difficulties in obtaining export and import licenses.

To the extent we generate international sales in the future, any negative
effects on our international business could harm our business, financial
condition and results of operations as a whole. In particular, gains and losses
on the conversion of foreign payments into U.S. dollars may contribute to
fluctuations in our results of operations, and fluctuating exchange rates could
cause reduced revenues and gross margins from dollar-denominated international
sales.

Any acquisitions we make could disrupt our business and harm our financial
condition

While we have no current agreements or negotiations underway, we may invest
in or buy complementary businesses, products or technologies in the future. In
the event of any investments or purchases, we could:

. issue stock that would dilute the percentage ownership of our current
stockholders;

. incur debt;

. assume liabilities;

. incur amortization expenses related to goodwill and other intangible
assets; or

. incur large and immediate write-offs.

These acquisitions also involve numerous operational risks, including:

. problems combining the purchased operations, products or technologies;

. unanticipated costs;

. diversion of management's attention from our core business;

. adverse effects on existing business relationships with suppliers and
customers;

. risks associated with entering markets in which we have no or limited
prior experience; and

. potential loss of key employees, particularly those of the purchased
organizations.

We cannot assure you that we will be able to successfully integrate any
businesses, products or technologies that we might acquire in the future.

The loss of technologies licensed from third parties could harm our business

We rely to a material extent on technology developed and licensed from third
parties. The loss of existing technology licenses could harm the performance of
our existing services until equivalent technology can be identified, obtained
and integrated. Failure to obtain new technology licenses may result in delays
or reductions in the introduction of new features, functions or services, which
would harm our business.

We would lose revenues and incur significant costs if our systems or those of
material third-parties are not Year 2000 compliant

The Year 2000 computer problem refers to the potential for system and
processing failures of date-related data as a result of computer-controlled
systems using two digits rather than four to define the applicable year. For
example, computer programs that have time-sensitive software may recognize a
date represented as "00" as the Year 1900 rather than the Year 2000. This could
result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices or engage in similar normal business activities.

The failure of our internal systems, or any material third-party systems, to
be Year 2000 compliant could harm our business, financial condition and results
of operations. We have obtained assurances from a substantial number of our
suppliers that their systems or products are or will be Year 2000 compliant. We
have reviewed the Year 2000 readiness disclosures of our major suppliers and
service providers.

To date, we have not incurred any material costs in identifying or evaluating
Year 2000 compliance issues. However, we may fail to discover Year 2000
compliance problems in our systems that will require substantial revisions or
replacements. In the event that the fulfillment and operational facilities that
support our business, or our web-hosting facilities, are not Year 2000
compliant, portions of our website may become unavailable and we would be
unable to deliver services to our customers. In addition, there can be no
assurance that third-party software, hardware or services incorporated into our
internal systems will not need to be revised or replaced, which could be time-
consuming and expensive. Our inability to fix or replace third-party software,
hardware or services on a timely basis could result in lost revenues, increased
operating costs and other business interruptions, any of which could harm our
business, financial condition and results of operations. Moreover, the failure
to adequately address Year 2000 compliance issues in our software, hardware or
systems could result in claims of mismanagement, misrepresentation or breach of
contract and related litigation, which could be costly and time-consuming to
defend.

In addition, there can be no assurance that governmental agencies, utility
companies, Internet access companies, third-party service providers and others
outside our control will be Year 2000 compliant. The failure by these entities
to be Year 2000 compliant could result in a systemic failure beyond our
control, including, for example, a prolonged Internet, telecommunications or
electrical failure, which could also prevent us from delivering our services to
our users, decrease the use of the Internet or prevent users from accessing our
services, any of which would harm our business, financial condition and results
of operations. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Year 2000 Compliance."

Our business, financial condition and results of operations could be harmed if
we were to be liable for defects in the products we offer

We may be subject to product liability claims for the products we sell. While
we believe that our product liability coverage is currently adequate, our
coverage is limited, and we can provide no assurance that the insurance can be
maintained in the future at a reasonable cost or in amounts sufficient to
protect us against losses due to liability. A successful liability claim
brought against us in excess of relevant insurance coverage could harm our
business, financial condition and results of operations.

Damage to or destruction of our warehouse could result in loss of our
inventory, which could harm our business, financial condition and results of
operations

If all or most of the inventory in our warehouse were damaged or destroyed,
we might be unable to replace the inventory in a timely manner and, as a
result, be unable to process orders in a timely manner or at all. Approximately
85% of the products we sell come from the inventory in our warehouse. We cannot
be certain that we would be able to replace the inventory as quickly as our
customer orders demand, which may result in the loss of revenue, which would
harm our business, financial condition and results of operations.

Risks Related To The Internet Industry

We are dependent on the continued development of the Internet infrastructure

Our industry is new and rapidly evolving. Our business would be harmed if
Internet usage does not continue to grow. Internet usage may be inhibited for a
number of reasons, including:

. inadequate Internet infrastructure;

. inconsistent quality of service; and

. unavailability of cost-effective, high-speed service.

If Internet usage grows, the Internet infrastructure may not be able to
support the demands placed on it by this growth, or its performance and
reliability may decline. In addition, websites, including ours, have
experienced a variety of interruptions in their service as a result of outages
and other delays occurring throughout the Internet network infrastructure. If
these outages or delays occur frequently in the future, Internet usage,
including usage of our website, could grow more slowly or decline.

Our long-term success depends on the development of the electronic commerce
market, which is uncertain

Our future revenues substantially depend upon the widespread acceptance and
use of the Internet as an effective medium of commerce by consumers. Demand for
recently introduced products and services over the Internet is subject to a
high level of uncertainty. The development of the Internet as a viable
commercial marketplace is subject to a number of risks. For example, electronic
commerce is at an early stage and potential customers may be unwilling to shift
their purchasing from traditional vendors to online vendors. In addition,
insufficient availability of or changes in telecommunications services could
result in slower response times, which could delay the acceptance of the
Internet as an effective commerce medium.

Rapid technological change could render our websites and systems obsolete and
require significant capital expenditures

The Internet and the electronic commerce industry are characterized by rapid
technological change, sudden changes in user and customer requirements and
preferences, frequent new product and service introductions incorporating new
technologies and the emergence of new industry standards and practices that
could render our existing website and transaction processing systems obsolete.
The emerging nature of these products and services and their rapid evolution
will require that we continually improve the performance, features and
reliability of our online services, particularly in response to competitive
offerings. Our success will depend, in part, on our ability:

. to enhance our existing products and services; and

. to respond to technological advances and emerging industry standards and
practices on a cost-effective and timely basis.

The development of websites and other proprietary technology entails
significant technical and business risks and requires substantial expenditures
and lead time. We may be unable to use new technologies effectively or adapt
our website, proprietary technology and transaction-processing systems to
customer requirements or emerging industry standards. Updating our technology
internally and licensing new technology from third parties may require
significant additional capital expenditures and could affect our results of
operations.

We are exposed to risks associated with electronic commerce security and credit
card fraud, which may reduce collections and discourage online transactions

Consumer concerns about privacy or the security of transactions conducted on
the Internet may inhibit the growth of the Internet and electronic commerce. To
securely transmit confidential information, such as customer credit card
numbers, we rely on encryption and authentication technology that we license
from third parties. We cannot predict whether the algorithms we use to protect
customer transaction data will be compromised. Furthermore, our servers may be
vulnerable to computer viruses, physical or electronic break-ins and similar
disruptions. We may need to expend significant additional capital and other
resources to protect against a security breach or to alleviate problems caused
by any security breaches. The measures we take to protect against security
breaches may not be successful. Our failure to prevent security breaches could
harm our business.

To date, we have suffered minor losses as a result of orders placed with
fraudulent credit card data even though the associated financial institution
approved payment of the orders in each case. Under current credit card
practices, a merchant is liable for fraudulent credit card transactions where,
as is the case with the transactions we process, that merchant does not obtain
a cardholder's signature. A failure to adequately control fraudulent credit
card transactions could reduce our revenues and harm our business.

We could face liability for information displayed on and communications through
our website

We may be subject to claims for defamation, negligence, copyright or
trademark infringement or other claims relating to the information we publish
on our website. These types of claims have been brought, sometimes
successfully, against Internet companies as well as print publications in the
past. We also utilize email as a marketing medium, which may subject us to
potential risks, such as:

. liabilities or claims resulting from unsolicited email;

. lost or misdirected messages; or

. illegal or fraudulent use of email.

These claims could result in substantial costs and a diversion of our
management's attention and resources, which could harm our business.

Efforts to regulate or eliminate the use of mechanisms which automatically
collect information on users of our website may interfere with our ability to
target our marketing efforts

Websites typically place a small tracking program on a user's hard drive
without the user's knowledge or consent. These programs automatically collect
data about any visits that a user makes to various websites. Website operators
use these mechanisms for a variety of purposes, including the collection of
data derived from users' Internet activity. Most currently available Internet
browsers

allow users to elect to remove these tracking programs at any time or to
prevent this information from being stored on their hard drive. In addition,
some commentators, privacy advocates and governmental bodies have suggested
limiting or eliminating the use of these tracking mechanisms. Any reduction or
limitation in the use of this software could limit the effectiveness of our
sales and marketing efforts.

We could face additional burdens associated with government regulation of and
legal uncertainties surrounding the Internet

New Internet legislation or regulation or the application of existing laws
and regulations to the Internet and electronic commerce could harm our
business, financial condition and results of operations. We are subject to
regulations applicable to businesses generally and laws or regulations directly
applicable to communications over the Internet and access to electronic
commerce. Although there are currently few laws and regulations directly
applicable to electronic commerce, it is possible that a number of laws and
regulations may be adopted with respect to the Internet covering issues such as
user privacy, pricing, content, copyrights, distribution, antitrust, taxation
and characteristics and quality of products and services. For example, the
United States Congress recently enacted Internet laws regarding children's
privacy, copyrights and transmission of sexually explicit material. In
addition, the European Union recently enacted its own Internet privacy
regulations. Furthermore, the growth and development of the market for
electronic commerce may prompt calls for more stringent consumer protection
laws that may impose additional burdens on those companies conducting business
online. The adoption of any additional laws or regulations regarding the
Internet may decrease the growth of the Internet or electronic commerce, which
could, in turn, decrease the demand for our products and services and increase
our cost of doing business. In addition, if we were alleged to have violated
federal, state or foreign civil or criminal law, we could be subject to
liability, and even if we could successfully defend such claims, they may
involve significant legal compliance and litigation costs. See "Business--
Government Regulation."

Risks Related To This Offering

Management may apply the proceeds of this offering to uses that do not improve
our results of operations or increase our market value

Our management will have considerable discretion in the application of the
net proceeds, and you will not have the opportunity, as part of your investment
decision, to assess whether the proceeds are being used appropriately. The net
proceeds may be used for corporate purposes that do not increase our results of
operations or our market value. Pending application of the proceeds, they may
be placed in investments that do not produce income or that lose value. See
"Use of Proceeds."

There has been no prior market for our common stock and a public market for our
securities may not develop or be sustained

Prior to this offering, you could not buy or sell our common stock publicly.
An active public market for our common stock may not develop or be sustained
after this offering, and the market price might fall below the initial public
offering price. The initial public offering price may bear no relationship to
the price at which the common stock will trade upon completion of this
offering. The initial public offering price will be determined based on
negotiations between us and the representatives of the underwriters, based on
factors that may not be indicative of future market performance. See
"Underwriting."

Substantial sales of our common stock could cause our stock price to decline

If our stockholders sell substantial amounts of our common stock, including
shares issued upon the exercise of outstanding options and warrants, in the
public market following this offering, then the market price of our common
stock could fall. Restrictions under the securities laws and lock-up agreements
limit the number of shares of common stock available for sale in the public
market. All holders of shares of common stock and the holders of warrants and
options exercisable into shares of common stock have agreed not to sell any of
these securities for 180 days after the effective date of the offering without
the prior written consent of BancBoston Robertson Stephens Inc. However,
BancBoston Robertson Stephens Inc. may, in its sole discretion, release all or
any portion of the securities subject to these lock-up agreements.

We may shortly file a registration statement to register all shares of common
stock under our stock option plan. After this registration statement is
effective and upon expiration or release of applicable lock-up restrictions,
shares issued upon exercise of stock options will be eligible for resale in the
public market without further restriction.

Because our officers and directors will own approximately % of the outstanding
common stock after this offering, you and other investors will have minimal
influence on stockholder decisions

We anticipate that the executive officers, directors and entities affiliated
with them will, in the aggregate, beneficially own approximately % of
our outstanding common stock following the completion of this offering. These
stockholders, if acting together, would be able to influence significantly all
matters requiring approval by our stockholders, including the election of
directors and the approval of mergers or other business combination
transactions. As a result, these stockholders could approve or cause us to take
actions of which you disapprove or that are contrary to your interests and
those of other investors. See "Principal Stockholders."

Our growth and operating results would be impaired if we were unable to meet
our future capital requirements

We currently anticipate that the proceeds of this offering, together with our
existing cash balances and available credit will be sufficient to meet our
liquidity needs for at least the next 12 months. We expect that we will
continue to experience negative operating cash flow in the near term.
Accordingly, we may need to raise additional amounts of capital if our
estimates of revenues, working capital or capital expenditure requirements
change or prove inaccurate or in order for us to respond to unforeseen
technological or marketing hurdles or to take advantage of unanticipated
opportunities. Such funds may not be available at the time or times needed, or
available on terms acceptable to us. Raising funds by issuing equity securities
or convertible debt securities will dilute the percentage ownership of our
current stockholders, and any new securities we may issue may have rights
senior to the rights of our common stock. If adequate funds are not available,
or are not available on acceptable terms, our business could be harmed.

Anti-takeover provisions and our right to issue preferred stock could make a
third-party acquisition of us difficult

Prior to the consummation of this offering, we will reincorporate in and
become a Delaware corporation. Anti-takeover provisions of Delaware law could
make it more difficult for a third party to acquire control of us, even if the
change in control would be beneficial to our stockholders. Our certificate

of incorporation provides that our board of directors may issue preferred stock
without stockholder approval. The issuance of preferred stock could make it
more difficult for a third party to acquire us.

Our common stock price is likely to be highly volatile as is typical of
Internet-related companies

The market price of our common stock is likely to be highly volatile as is
the stock market in general, and the market for Internet-related companies in
particular. Investors may not be able to resell their shares of our common
stock following periods of volatility because of the market's adverse reaction
to volatility. The trading prices of the stock of many Internet-related
companies' stocks have reached historical highs during 1999 and have reflected
valuations substantially above historical levels. During the same period, the
market price of the stock of these companies has also been highly volatile. We
cannot assure you that our stock will trade at the same levels of other
Internet stocks, that Internet stocks in general will sustain their current
market prices or that our stock will sustain its initial public offering price.

Factors that could cause volatility may include, among other things:

. changes in financial estimates by securities analysts;

. any deviations in net revenues or in losses from levels expected by
securities analysts;

. conditions or trends in the Internet industry;

. changes in the market valuations of Internet-related companies;

. announcements by us or our competitors of new products or of significant
acquisitions, strategic partnerships or joint ventures;

. additions or departures of key personnel;

. future sales of common stock; and

. volume fluctuations, which are particularly common among highly volatile
securities of Internet-related companies.

We may be subject to litigation if our common stock price is volatile

In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been
instituted against the company. The institution of class action litigation
against us could result in substantial costs to us and a diversion of our
management's attention and resources which would harm our business, financial
condition and results of operations. Any adverse determination in this
litigation could also subject us to significant liabilities.

The purchasers in this offering will immediately experience substantial
dilution in net tangible book value

Because our common stock has been sold previously at prices substantially
less than the initial public offering price that you will pay, you will suffer
immediate and substantial dilution in pro forma net tangible book value. The
exercise of outstanding options and warrants may result in further dilution.

This prospectus contains forward-looking statements that involve risks and
uncertainties

This prospectus contains forward-looking statements that relate to future
events or our future financial performance, which involve risks and
uncertainties. We use words such as "may," "will," "should," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential" or
"continue" and similar expressions to identify forward-looking statements.
These statements are only predictions. Our actual results could differ
materially from those anticipated in these forward-looking statements as a
result of various factors, including the risk factors described above and
elsewhere in this prospectus.

USE OF PROCEEDS

Our net proceeds from the sale of the shares of common stock in
the offering are estimated to be $ , assuming an initial public offering
price of $ per share and after deducting estimated underwriting discounts
and commissions and estimated offering expenses. If the underwriters' over-
allotment option is exercised in full, we estimate that our net proceeds will
be approximately $ million. The primary purposes of this offering are to
obtain additional capital, create a public market for our common stock and
facilitate further access to public markets. We intend to use the net proceeds
for investment in marketing and promotion, and general corporate purposes,
including working capital and capital expenditures, as well as possible
strategic acquisitions or investments. Although we may use a portion of the net
proceeds to acquire complementary businesses, products or technologies, we
currently have no commitments or agreements for any acquisitions or investments
and are not involved in negotiations regarding any acquisitions or investments.
Pending use of the net proceeds for the above purposes, we intend to invest the
net proceeds in short-term, interest-bearing, investment-grade securities.

DIVIDEND POLICY

We have not paid any cash dividends since inception and do not intend to pay
any cash dividends in the foreseeable future. In addition, the terms of our
credit agreement prohibit the payment of dividends on our capital stock.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 1999:

. on an actual basis;

. on a pro forma basis to reflect the sale of our Series C preferred stock
in July 1999, the incurrence of $1.2 million of subordinated convertible
debt in August 1999 and the issuance of common stock upon exercise of a
warrant in July 1999; and

. on a pro forma basis as adjusted to reflect the assumed conversion of
$980,000 of the subordinated debt into Series C preferred stock prior to
this offering, the conversion upon the closing of the offering of all
outstanding shares of preferred stock into 1,273,842 shares of common
stock, and the sale of the common stock offered hereby at an assumed
initial public offering price of $ per share and the receipt of
the net proceeds therefrom, after deducting the estimated expenses and
underwriting discounts and commissions payable by iGo.

The outstanding share information excludes 160,063 shares of common stock
issuable on exercise of outstanding options as of June 30, 1999, with a
weighted-average exercise price of $1.11 per share, 9,438 shares of common
stock issuable upon exercise of outstanding warrants at a weighted-average
exercise price of $13.56 per share, and 323,396 shares of common stock, net of
outstanding options, available for future grant under our stock option plan as
of June 30, 1999. This table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and the notes to the financial statements. See "Use of
Proceeds" and "Management--Stock Plans."

June 30, 1999
-----------------------------
Pro Pro Forma
Actual Forma As Adjusted
------- ------- -----------
(in thousands)

Short-term debt and current portion of capital
lease obligations.............................. $ 676 $ 676 $ --
======= ======= =======
Long-term portion of debt and capital lease
obligations.................................... $ 641 $ 1,808 $
Mandatory redeemable preferred stock, no par
value, 1,120,450 shares authorized, 1,111,250
shares issued and outstanding, actual;
1,293,750 shares authorized, 1,253,012 shares
issued and outstanding pro forma; no shares
authorized, issued or outstanding, pro forma as
adjusted....................................... 8,216 13,966 --

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, no shares
authorized, issued or outstanding, actual or
pro forma; 5,000,000 shares authorized, no
shares issued or outstanding, pro forma as
adjusted...................................... -- -- --
Common stock, no par value, 2,879,550 shares
authorized, 1,106,941 shares issued and
outstanding, actual; 8,706,250 shares
authorized, 1,113,691 shares issued and
outstanding, pro forma; $0.001 par value,
50,000,000 shares authorized, shares
issued and outstanding, pro forma
as adjusted................................... 108 126
Additional paid-in capital..................... 682 682
Receivable from stockholder.................... (48) (48)
Deferred compensation.......................... (585) (585)
Accumulated deficit............................ (7,653) (7,653)
------- ------- -------
Total stockholders' equity (deficit)............ (7,496) (7,478)
------- ------- -------
Total capitalization............................ $ 1,361 $ 8,295 $
======= ======= =======

DILUTION

The pro forma net tangible book value of our common stock as of June 30,
1999, was approximately $7.3 million or $3.06 per share of common stock. Net
tangible book value per share represents the amount of stockholders' equity,
net of intangible assets of $174,000, divided by 2,387,533 shares of common
stock outstanding after giving effect to the sale of our Series C preferred
stock in July 1999, the issuance of $1.2 million of subordinated convertible
debt in August 1999 and assumed conversion of $980,000 of this debt into Series
C preferred stock prior to this offering, the issuance of common stock upon
exercise of a warrant in July 1997 and the conversion of all outstanding shares
of preferred stock into shares of common stock upon completion of this
offering.

Net tangible book value dilution per share to new investors represents the
difference between the amount per share paid by purchasers of shares of common
stock in this offering made hereby and the net tangible book value per share of
common stock immediately after completion of this offering. After giving effect
to our sale of shares of common stock in this offering at an assumed
initial offering price of $ per share and after deducting the estimated
underwriting discounts and commissions and estimated offering expenses, our net
tangible book value as of June 30, 1999, would have been $ or $ per
share. This represents an immediate increase in net tangible book value of
$ per share to existing stockholders and an immediate dilution in net
tangible book value of $ per share to purchasers of common stock in this
offering, as illustrated in the following table:

Assumed initial public offering price per share...................... $
Pro forma net tangible book value per share as of June 30, 1999.....
Increase in pro forma net tangible book value per share attributable
to new investors...................................................
Pro forma net tangible book value per share after the offering.......
-----
Dilution per share to new investors.................................. $
=====

The following table sets forth on a pro forma basis as of June 30, 1999,
after giving effect to the sale of our Series C preferred stock in July 1999,
the issuance of $1.2 million of subordinated convertible debt in August 1999
and assumed conversion of $980,000 of this debt into Series C preferred stock
prior to this offering, the issuance of common stock upon exercise of a warrant
in July 1997 and the conversion of all outstanding shares of preferred stock
into common stock upon completion of this offering, the differences between the
existing stockholders and the purchasers of shares in this offering, at the
assumed initial offering price of $ per share, with respect to the number
of shares purchased from us, the total consideration paid and the average price
paid per share:

Shares Average
Purchased Total Consideration Price
-------------- ---------------------- Per
Number Percent Amount Percent Share
------ ------- --------- ---------- -------

Existing stockholders......... % % $
New stockholders..............
--- --- --------- ---------
Total....................... 100% 100%
=== === ========= =========

As of June 30, 1999, there were options outstanding to purchase a total of
160,063 shares of common stock at a weighted average exercise price of $1.11
per share. In addition, as of June 30, 1999, there were warrants outstanding to
purchase 9,438 shares of common stock (assuming the conversion of all preferred
stock into common stock) at a weighted average exercise price of approximately
$13.56 per share which are not expected to be exercised prior to the offering.
To the extent outstanding options or warrants are exercised, there will be
further dilution to new investors. See "Management--Stock Plans" and note 9 of
the notes to the financial statements.

SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with the
financial statements and related notes to the financial statements and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." The statements of operations data for the years ended December 31,
1996, 1997 and 1998 and the balance sheet data at December 31, 1997 and 1998
are derived from the Financial Statements included elsewhere in this prospectus
which have been audited by Deloitte & Touche LLP, independent auditors, as set
forth in their report appearing herein. The statements of operations data for
the years ended December 31, 1994 and 1995 and the six months ended June 30,
1998 and 1999 and the balance sheet data at December 31, 1994 and 1995 and June
30, 1999, actual and pro forma, are derived from unaudited financial statements
not included in this prospectus. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of financial condition, results of operations and cash flows have
been included. The pro forma balance sheet data at June 30, 1999 reflects the
sale of our Series C preferred stock in July 1999, the incurrence of $1.2
million of subordinated convertible debt in August 1999 and the issuance of
common stock upon exercise of a warrant in July 1999.

Six-Month Periods
Years Ended December 31, Ended June 30,
---------------------------------------- ------------------
1994 1995 1996 1997 1998 1998 1999
------ ------ ------ ------- ------- ------- ---------
(in thousands, except per share data)

Statement of Operations
Data:
Revenues:
Net product revenue... $ 675 $1,790 $4,508 $ 7,422 $12,318 $ 5,779 $ 7,718
Development revenue... -- -- -- 665 502 502 --
------ ------ ------ ------- ------- ------- -------
Total net revenues.. 675 1,790 4,508 8,087 12,820 6,281 7,718
Cost of goods sold...... 448 1,215 2,977 5,320 8,602 4,275 5,013
------ ------ ------ ------- ------- ------- -------
Gross profit............ 227 575 1,531 2,767 4,218 2,006 2,705
Operating expenses:
Sales and marketing... 126 451 943 2,485 3,883 1,934 3,815
Product development... 48 33 87 113 511 160 712
General and
administrative....... 58 246 558 1,076 1,666 785 1,796
------ ------ ------ ------- ------- ------- -------
Total operating
expenses........... 232 730 1,588 3,674 6,060 2,879 6,323
------ ------ ------ ------- ------- ------- -------
Loss from operations.... (5) (155) (57) (907) (1,842) (873) (3,618)
Other income (expense),
net.................... (11) (2) 12 21 (44) (33) (211)
------ ------ ------ ------- ------- ------- -------
Net loss................ (16) (157) (45) (886) (1,886) (906) (3,829)
Preferred stock
dividends.............. -- -- (71) (140) (247) (75) (327)
------ ------ ------ ------- ------- ------- -------
Net loss attributable to
common stockholders.... $ (16) $ (157) $ (116) $(1,026) $(2,133) $ (981) $(4,156)
====== ====== ====== ======= ======= ======= =======
Net loss per share--
basic and diluted...... $(0.02) $(0.17) $(0.13) $ (1.11) $ (2.13) $ (0.99) $ (3.93)
====== ====== ====== ======= ======= ======= =======
Weighted-average shares
outstanding............ 900 900 900 924 1,000 990 1,058
====== ====== ====== ======= ======= ======= =======

December 31, June 30, 1999
---------------------------------------- ------------------
1994 1995 1996 1997 1998 Actual Pro Forma
------ ------ ------ ------- ------- ------- ---------
(in thousands)

Balance Sheet Data:
Cash and cash
equivalents............ $ 29 $ 50 $1,012 $ -- $ 2,504 $ -- $ 6,935
Working capital......... 51 (218) 1,125 157 3,447 (43) 6,892
Total assets............ 187 330 1,886 2,384 5,536 5,138 12,073
Long-term portion of
capital lease
obligations............ -- -- -- 20 23 641 1,808
Mandatory redeemable
preferred stock........ -- -- 1,539 1,680 7,890 8,216 13,966
Total stockholders'
equity (deficit)....... (29) (172) (288) (1,314) (3,425) (7,496) (7,478)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Financial
Statements and the related Notes included elsewhere in this prospectus.

Overview

iGo is a leading provider of hard-to-find, model-specific accessories and
services for mobile electronic devices. We provide a one-stop solution for the
highly fragmented portable computing and mobile communications marketplace.
Through our website and customer solutions representatives, we enable
businesses and individual consumers to efficiently identify, locate and
purchase these mobile products and services.

We were incorporated in March 1993 and began offering products for sale later
that year, but did not generate meaningful revenues until 1995. For the period
from inception to 1995, our operating activities related primarily to the
development of our proprietary relational databases and to locating favorable
sources of supply. In 1995, we launched our first direct marketing campaign and
focused on building sales volume and fulfillment capabilities, and in 1996, we
launched our website. Since 1997, we have significantly increased the depth of
our management team to help implement our growth strategy. We have recently
expanded our senior management team to include a Vice President of Sales and
Marketing, Chief Information Officer, Vice President of Operations and Chief
Financial Officer. In June 1997, we relocated from San Jose, California to
Reno, Nevada to take advantage of lower operating costs for our customer
contact and fulfillment centers.

Revenues from sales of products and shipping fees are recognized at the time
the merchandise is shipped to customers, net of any discounts and reserves for
expected returns. The majority of orders are shipped the same day they are
received. To date, approximately 75% of customer purchases have been made with
credit cards. We generally receive payment from the credit card companies
within one to four business days after shipment of the product. We also extend
credit terms, typically net 30 days, to corporate accounts that we have
evaluated for creditworthiness. Inventory is carried at the lower of cost or
market. We use the first-in-first-out method to determine cost. Advertising and
promotional costs are expensed as incurred and are recorded net of any
cooperative advertising amounts we receive from our suppliers. This may produce
fluctuations in our quarterly results because revenues from direct mail
marketing are generally received over a two-month period.

We incurred net losses of $45,000 in 1996, $886,000 in 1997 and $1.9 million
in 1998. For the six months ended June 30, 1999, our net loss was $3.8 million.
At June 30, 1999, we had an accumulated deficit of approximately $7.7 million.
The net losses resulted from costs associated with marketing programs to
attract new customers, developing our website and proprietary relational
databases and the development of our operational infrastructure.

We plan to invest heavily in marketing and promotion, to hire additional
employees and to enhance our website and operating infrastructure, therefore we
expect to incur increasing sales and marketing, general and administrative and
product development expenses. As a result, we will need to generate
significantly higher revenues to achieve and maintain profitability, although
we may never be able to do so. If our revenue growth is slower than we
anticipate or our operating expenses exceed our expectations, our losses will
be significantly greater.

Six Months Ended June 30, 1998 and 1999

Net Product Revenue. Net product revenue consists of product sales to
customers and outbound shipping charges, net of any discounts and reserves for
expected returns. Net product revenue increased from $5.8 million for the six
months ended June 30, 1998 to $7.7 million for the six months ended June 30,
1999. The increase in net product revenue reflects sales to new customers,
repeat purchases from existing customers and the overall growth in the
installed base of mobile devices requiring accessories and batteries.

Development Revenue. Development revenue represents sales of proprietary
products developed and manufactured for a specific customer. No product
development revenue was generated for the six months ended June 30, 1999, as
compared to $502,000 for the six months ended June 30, 1998. This decrease
reflects our strategy of focusing on the sale of products with broad appeal to
individuals and businesses rather than on proprietary products for a specific
customer's application. We do not anticipate generating significant development
revenue in the future.

Cost of Goods Sold. Cost of goods sold consists primarily of the cost of
products sold to customers, inbound shipping expense and outbound shipping
charges. Cost of goods sold increased from $4.3 million for the six months
ended June 30, 1998 to $5.0 million for the six months ended June 30, 1999. The
improvement in gross margin from 32% to 35% reflects improved sourcing and
purchasing capabilities and a shift to higher margin products in the overall
sales mix.

Sales and Marketing. Sales and marketing expenses consist primarily of
advertising costs, fulfillment expenses, credit card costs and the salary and
benefits of our sales, marketing and customer contact center personnel.
Advertising and promotional expenses include online marketing efforts, print
advertising, trade shows and direct marketing costs. Sales and marketing
expenses increased from $1.9 million for the six months ended June 30, 1998 to
$3.8 million for the six months ended June 30, 1999. The increase primarily
reflected an increase in advertising and promotional costs, including direct
campaigns to promote our website. Advertising and promotional expenses
increased from $1.1 million for the six months ended June 30, 1998 to $2.3
million for the six months ended June 30, 1999. All other sales and marketing
expenses consisting primarily of payroll expenses increased from $866,000 for
the six months ended June 30, 1998 to $1.5 million for the six months ended
June 30, 1999. We intend to continue to pursue an aggressive marketing strategy
to attract new customers. Therefore, we expect sales and marketing expenses to
increase significantly in absolute dollar terms in future periods.

Product Development. Product development expenses consist primarily of
payroll and related expenses for merchandising and website personnel, site
hosting fees and web content and design expenses. Product development expenses
increased from $160,000 for the six months ended June 30, 1998 to $712,000 for
the six months ended June 30, 1999. This increase is the result of expenses
incurred to improve our website interface, the introduction of new Internet-
based technology and the overall expansion of our mobile product offerings. We
intend to continue to build the infrastructure necessary to provide a high
level of service. Therefore, we expect product development expenses to
increase.

General and Administrative. General and administrative expenses consist of
salaries and related costs for our executive, administrative and finance
personnel, support services and professional fees, as well as general corporate
expenses such as rent and depreciation. General and administrative expenses
increased from $785,000 for the six months ended June 30, 1998 to $1.8 million
for the six months ended June 30, 1999. This increase was primarily
attributable to increased

headcount as well as costs associated with the complete upgrade of our customer
contact database and finance systems including depreciation and service costs.
We upgraded these systems in January 1999 to increase functionality and to
provide for expected growth. In addition, for the six months ended June 30,
1999, we recorded $479,000 in deferred compensation for new option grants to
employees and directors and expensed $81,000, principally related to these
grants. This deferred compensation amount represents the difference between the
deemed fair value of the common stock and the exercise price at the time the
options were granted.

Other Income (Expense), Net. Other expense, net, consists primarily of net
interest income earned on cash and cash equivalents and loss resulting from
sale-leaseback transactions. Other expense, net, increased from $33,000 for the
six months ended June 30, 1998 to $211,000 for the six months ended June 30,
1999, primarily as a result of a $219,000 loss incurred on the sale and
leaseback of computer equipment and software, resulting from the system upgrade
in January 1999, partially offset by $32,000 in interest income for the period
ended June 30, 1999.

Fiscal Years Ended December 31, 1996, 1997 and 1998

Net Product Revenue. Net product revenue increased from $4.5 million in 1996
to $7.4 million in 1997 and to $12.3 million in 1998. The increase in net
product revenue reflects sales to new customers, repeat purchases from existing
customers and the overall growth in the installed base of mobile electronic
devices requiring accessories and batteries.

Development Revenue. In 1997, we received a contract from a major retailing
chain to develop a customized battery power and charging solution for mobile
cash register carts. These products were shipped between December 1997 and
February 1998. We do not anticipate generating significant development revenue
in the future.

Cost of Goods Sold. Cost of goods sold increased from $3.0 million in 1996 to
$5.3 million in 1997 and to $8.6 million in 1998 primarily as a result of
increased sales volume. In 1998, our gross margin decreased to 33% as a result
of a moderate shift in the sales mix to higher volume corporate accounts with
more aggressive multi-unit pricing.

Sales and Marketing. Sales and marketing expenses increased from $943,000 in
1996 to $2.5 million in 1997 and to $3.9 million in 1998. The overall increase
in sales and marketing expenses reflects expanded marketing efforts to attract
new customers and an increase in personnel to support our growing business.

Product Development. Product development expenses increased from $87,000 in
1996 to $113,000 in 1997 and to $511,000 in 1998. These increases were the
result of enhancements to our website to increase its functionality and ease of
use.

General and Administrative. General and administrative expenses increased
from $558,000 in 1996 to $1.1 million in 1997 and to $1.7 million in 1998. The
increase from 1996 to 1997 was primarily attributable to increased personnel.
The increase from 1997 to 1998 reflects additional personnel and costs related
to our relocation from San Jose, California to Reno, Nevada. During 1998, we
recorded total deferred stock compensation of $203,000 in connection with
option grants to employees and directors during the year. Of this total amount,
$15,000 was expensed during 1998 and included in general and administrative
expenses. The remaining $188,000 will be expensed on a straight-line basis over
the four-year vesting period of the options.

Other Income (Expense), Net. Other income, net, increased from $12,000 in
1996 to $21,000 in 1997 as a result of interest earned on the proceeds from our
Series A preferred stock offering in June 1996. In 1998, we incurred other
expense, net, of $44,000 on working capital advances under a revolving credit
facility through October 1998 offset by interest earned on the proceeds from
our Series B preferred stock offering in October 1998.

Income Taxes. As of December 31, 1998, we had net operating loss
carryforwards for federal income tax purposes of $2.8 million, which expire
beginning in 2011. We have provided a full valuation allowance on the deferred
tax asset because of uncertainty regarding its utilization. Changes in the
ownership of our common stock, as defined in the Internal Revenue Code of 1986,
as amended, may restrict our ability to realize the benefit of the
carryforwards. To date, we have not been required to make any federal income
tax payments.

Quarterly Results of Operations

The following table sets forth unaudited quarterly statements of operations
data for each of the six quarters in the period ended June 30, 1999. In the
opinion of management, this unaudited information has been prepared on the same
basis as the annual financial statements and includes all adjustments
(consisting only of normal recurring adjustments) necessary for the fair
presentation of our results of operations for those periods. This information
should be read in conjunction with the financial statements and related notes
appearing elsewhere in this prospectus. The results of operations for any
quarter are not necessarily indicative of the results of operations for any
future period.

Three-Month Periods Ended
----------------------------------------------------------
Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31, June 30,
1998 1998 1998 1998 1999 1999
-------- -------- --------- -------- -------- --------
(in thousands)

Revenues:
Net product revenue... $ 2,825 $ 2,954 $ 3,140 $ 3,399 $ 3,478 $ 4,240
Development revenue... 502 -- -- -- -- --
------- ------- ------- ------- ------- -------
Total net revenues.. 3,327 2,954 3,140 3,399 3,478 4,240
Cost of goods sold...... 2,273 2,002 2,079 2,248 2,274 2,739
------- ------- ------- ------- ------- -------
Gross profit............ 1,054 952 1,061 1,151 1,204 1,501
Operating expenses:
Sales and marketing... 758 1,176 939 1,010 2,033 1,782
Product development... 78 82 95 256 371 341
General and
administrative....... 373 412 409 472 741 1,055
------- ------- ------- ------- ------- -------
Total operating
expenses........... 1,209 1,670 1,443 1,738 3,145 3,178
------- ------- ------- ------- ------- -------
Loss from operations.... (155) (718) (382) (587) (1,941) (1,677)
Other income (expense),
net.................... (18) (15) (33) 22 21 (232)
------- ------- ------- ------- ------- -------
Net loss............ $ (173) $ (733) $ (415) $ (565) $(1,920) $(1,909)
======= ======= ======= ======= ======= =======

Our net product revenue has increased successively each quarter as a result
of sales to new customers, repeat purchases by existing customers and overall
growth from the installed base of mobile electronic devices requiring
accessories and batteries. Gross margins have improved as we have found better
sources for products and leveraged our buying power. Our sales and marketing,
product development and general and administrative expenses have generally
increased as we have aggressively built our operational infrastructure and
marketed our solution to new customers. Our

spending on marketing and promotional activities to attract new customers has
historically been influenced by our access to capital. For example, in the
third quarter of 1998 and the second quarter of 1999, the total amount spent on
sales and marketing declined compared to the preceding quarter. This also
impacts the comparability of our results of operations for the six quarters in
the period ended June 30, 1999.

We believe that we may experience seasonality in our business. Traditionally,
business-related purchases decline in the summer months and consumer purchasing
peaks in the fourth quarter. Internet usage also has seasonal patterns. Any
seasonality in our business may have been obscured due to our net product
revenue growth in each successive quarter, and the number of new customers
added each period. See "Risk Factors" for a discussion of other factors
affecting our quarterly results of operations.

Liquidity and Capital Resources

We have financed our operations primarily through the sale of preferred
stock, capital lease obligations and revolving credit facilities. As of June
30, 1999, we have received $7.4 million from the sale of preferred stock, net
of issuance costs. Of this amount, $1.4 million was received in June 1996 and
$6.0 million in October 1998. Proceeds from equipment financed under a sale-
leaseback transaction, net of principal repayments, amounted to $694,000 during
the six months ended June 30, 1999.

Net cash used in operating activities was $3.0 million for the six months
ended June 30, 1999, $2.5 million for the year ended December 31, 1998,
$798,000 for the year ended December 31, 1997 and $397,000 and for the year
ended December 31, 1996. Net cash used in operating activities consisted
primarily of net losses, as well as increased inventory balances in each of the
periods, partially offset by increased depreciation and reserve accounts.

Net cash used in investing activities was $774,000 for the six months ended
June 30, 1999. The majority of this amount was financed through sale-leaseback
transactions. The terms of the lease line provide a total facility of $2.0
million, of which $1.3 million was available at June 30, 1999 and requires
repayment over 30 to 36 months. Net cash used in investing activities was
$848,000 for the year ended December 31, 1998, $133,000 for the year ended
December 31, 1997 and $109,000 for the year ended December 31, 1996, and
reflects purchases of equipment commensurate with the overall growth of our
business. Net cash used in investing activities consists primarily of capital
expenditures for computers, software and office furniture, as well as costs to
acquire Internet domain names.

Net cash provided by financing activities was $1.3 million for the six months
ended June 30, 1999, $5.9 million for the year ended December 31, 1998 and $1.5
million for the year ended December 31, 1996. Cash provided by financing
activities reflected sales of preferred stock in 1996 and 1998 and equipment
leases and bank borrowings in 1999. Net cash used in financing activities was
$82,000 for the year ended December 31, 1997 and reflected the repayment of a
short-term note.

As of June 30, 1999, we had $583,000 outstanding under our line of credit
agreement that bears interest at 1.75% over prime (or 9.5% at June 30, 1999)
and expires on August 31, 1999. As of June 30, 1999, the aggregate obligation
under capital lease agreements was $734,000.

On July 30, 1999, we received gross proceeds of $5.8 million from the sale of
Series C preferred stock and entered into an agreement providing for up to an
additional $3.5 million of subordinated convertible debt of which $1.2 million
has been borrowed. The terms of the debt

require interest-only payments for the first 12 months and interest and
principal repayments for the next 24 months. The conversion features allows the
debt holder to convert up to $980,000 of the outstanding principal to preferred
stock at a 15% premium over the price per share paid by the Series C investors.

We currently anticipate that the net proceeds of this offering, together with
our available funds, will be sufficient to meet our anticipated working capital
and capital expenditure needs for at least the next 12 months. We may need to
raise additional funds before the expiration of the 12 month period in the
event that we pursue strategic acquisitions or experience operating losses that
exceed our expectations. If we raise additional funds through the issuance of
equity securities or convertible debt securities, our existing stockholders may
experience significant dilution. Furthermore, additional financing may not be
available when needed or, if it is available, the terms may not favorable to
our stockholders or us.

Year 2000 Compliance

Impact of the Year 2000 Computer Problem. The Year 2000 computer problem
refers to the potential for system and processing failures of date-related data
as a result of computer-controlled systems using two digits rather than four to
define the applicable year. For example, computer programs that have time-
sensitive software may recognize a date represented as "00" as the Year 1900
rather than the Year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including among other
things, a temporary inability to process transactions, send invoices or engage
in similar normal business activities. To date, we have experienced no Year
2000 issues with any of our material internal systems, and we do not expect to
experience any. As a result, we have not adopted a specific Year 2000
contingency program.

State of Readiness of Our Internal Systems. We have been in the process of
obtaining assurances from our third-party vendors for all material systems in
use by us that such systems are Year 2000 compliant. In 1999, we upgraded our
customer contact and financial systems as part of the expansion of our
business. We have received Year 2000 certification from the vendors of these
upgraded systems. We are not currently aware of any Year 2000 problem relating
to any of our material internal systems.

State of Readiness of Our Operations. Our internal operations and business
are also dependent upon the computer-controlled systems of third parties such
as suppliers, customers and service providers. We believe that absent a
systemic failure outside our control, such as a prolonged loss of electrical or
telephone service, Year 2000 problems at such third-party facilities will not
have a material impact on our operations.

Cost of Year 2000 Compliance. Based on our assessment to date, we do not
anticipate that costs associated with remediating our internal systems will
exceed $50,000.

Additional Risks. Any failure by us to make our internal systems Year 2000
compliant could result in a decrease in sales of our products, an increase in
allocation of resources to address Year 2000 problems of our customers without
additional revenue commensurate with such dedication of resources, or an
increase in litigation costs relating to losses suffered by our customers due
to such Year 2000 problems. Failures of our internal systems could temporarily
prevent us from processing orders, issuing invoices, and developing products,
and could require us to devote significant resources to correcting such
problems. Due to the general uncertainty inherent in the Year 2000 computer
problem, resulting from the uncertainty of the Year 2000 readiness of third-
party suppliers and

vendors, we are unable to determine at this time whether the consequences of
Year 2000 failures will have a material impact on our business, financial
condition, and results of operations.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which is
effective for all fiscal quarters for all fiscal years beginning after June 15,
2000. Although the Company does not believe SFAS No. 133 will have a material
impact on its financial statements, because of the complexity of SFAS No. 133,
the ultimate impact has not yet been determined.

Market Risk

Our exposure to market risk for changes in interest rates is limited to the
exposure related to our debt instruments which are tied to market rates. We
plan to ensure the safety and preservation of our invested principal funds by
limiting default risks, market risk and reinvestment risk. We plan to invest in
high-quality, investment-grade securities. As a result, we do not believe that
we are subject to material market risk.

BUSINESS

Overview

. our proprietary product, supplier and compatibility databases;

. our use of search technology to simplify the ordering process;

. our capability to rapidly ship business-critical orders;

. our focus on a high repeat purchase and replacement market; and

. our ability to offer customized solutions for corporate customers.

Industry Background

Portable Computing and Mobile Communications Marketplace

The use of portable computers and mobile communications devices has grown
rapidly due to infrastructure and hardware improvements which have simplified
use, increased portability and reduced equipment and cellular airtime cost.
International Data Corporation, or IDC, estimates that there were 15.5 million
portable personal computers, or PCs, shipped in 1998 and that 29.3 million
portable PCs will ship in 2003. Dataquest estimates that there were
approximately 187 million digital wireless subscribers worldwide at the end of
1998 and that the number of subscribers will grow to 590 million by the end of
2002. Sherwood Research Inc., an independent research firm focused on the
mobile products market, estimates that the market for accessories and batteries
for mobile electronic devices will grow from $5.4 billion in 1999 to
$8.1 billion in 2001.

Busy professionals and other time-constrained people are increasingly
incorporating mobile electronic devices into their daily lives. The more these
individuals utilize the functionality of their mobile electronic devices, the
more dependent they become on these devices to maintain their lifestyles and
work patterns. Individuals and businesses are increasingly willing to spend
more on mobile devices, accessories, batteries and services to increase
productivity and add flexibility. Emerging handheld devices which combine
computing and communications functionality, such as email-capable pagers,
palmtop computers and personal digital assistants (PDAs) such as the 3Com Palm
Pilot, are likely to continue to be increasingly critical in the daily routines
of their users, even more so than single-function devices such as laptops and
cellular phones. As the number and utilization of these devices increases, the
demand for consistent and reliable accessories, batteries and other supporting
products will increase.

Growth of the Internet and Electronic Commerce

The Internet has emerged as a global communications medium, enabling millions
of users to obtain and share information, interact with each other and conduct
business electronically. IDC estimates that the number of Internet users
worldwide will increase from approximately 142 million at the end of 1998 to
approximately 502 million by the end of 2003. The increasing adoption of the
Internet as an important communications tool provides businesses with a new,
attractive vehicle to deliver product information, market and sell products and
services and provide ongoing customer support. IDC estimates that worldwide
electronic commerce revenue will increase from approximately $50 billion in
1998 to more than $1.3 trillion in 2003, representing a compound annual growth
rate of approximately 90%.

The widespread adoption of intranets and the acceptance of the Internet as a
business communications platform has also created a foundation for business-to-
business electronic commerce that offers the potential for organizations to
streamline complex processes, lower costs and improve productivity. Internet-
based, business-to-business electronic commerce is poised for rapid growth and
is expected to represent an even larger opportunity than business-to-consumer
electronic commerce. According to IDC, business-to-business electronic commerce
is expected to account for more than 80% of the dollar value of electronic
commerce in the United States by 2003. In addition, because business
transactions are typically recurring and nondiscretionary, the average order
size and lifetime value of a business-to-business customer is generally greater
than that of an individual consumer.

The Online Market Opportunity for Mobile Electronic Devices

The Internet represents an attractive medium to reach users of portable
computing and mobile communications products. In addition, these businesses and
individual consumers are not well served by traditional channels, which include
mobile device manufacturers, traditional retailers and mail-order companies.
There is a significant market opportunity for electronic commerce companies to
meet the needs of this large and underserved marketplace. This opportunity
stems from the capabilities created by the Internet medium and the nature of
the products and the limitations of the traditional buying process:

. The Nature of the Products. Most accessories and batteries for laptop
computers, cellular phones and handheld electronic devices are brand and
model-specific, creating a complex set of product/accessory combinations
that will continue to proliferate as new device models are introduced. In
addition, these products are peripheral and are often overlooked by
manufacturers and retailers in the industry, who typically focus on the
newest hardware models.

. No One-Stop Source. Laptop computers, cellular phones and other handheld
electronic devices are manufactured and distributed by many companies and
there is no one complete source for model-specific products and
accessories in this fragmented marketplace. Unlike the personal computer,
book and music markets, there is no major distributor that carries even a
fraction of the products needed to serve the mobile device and
accessories market. As the installed base of mobile electronic devices
continues to grow, it becomes increasingly difficult to maintain the
comprehensive selection of products and accessories essential to meet the
purchasing needs of individuals and businesses.

. Lack of Customer Service Capabilities. Consumers are interested in
obtaining the right accessories and batteries for their mobile electronic
devices quickly and easily. However, mobile device manufacturers and
traditional retailers are focused primarily on selling the newest "big
ticket" products and are therefore typically unable to adequately serve
peripheral markets, which include model-specific accessories and
batteries. Generally, manufacturers and retailers are not adequately
staffed or trained to handle the wide array of product availability and
compatibility questions.

Because online retailers can leverage centralized inventories and the data-
intensive nature of the Internet, they can overcome these limitations to offer
a solution that combines a broad product selection, convenient access, rapid
delivery and excellent customer service for mobile devices, model-specific
accessories, batteries and services.

The iGo Solution

We are a leading provider of hard-to-find, model-specific accessories and
services for mobile electronic devices. Through our iGo.com website and
customer solutions representatives, we enable businesses and individual
consumers to efficiently identify, locate and purchase these products and
services. Our proprietary relational databases of over 6,500 products from more
than 350 suppliers, combined with our comprehensive industry knowledge and
service expertise, create a valuable one-stop solution for our customers. We
believe that our unique business model offers significant benefits to mobile
device manufacturers, business enterprises, mobile professionals and other
people on the go.

Our mission is to provide solutions that give people freedom and flexibility
over their lives and increase their business productivity. We offer a
comprehensive Internet-based solution, and we believe that we offer value-added
services that provide significant benefits to mobile product manufacturers,
business enterprises, mobile professionals and other people on the go. As an
online merchant, we are not constrained by shelf space and can offer customers
a vast selection of mobile electronic devices and accessories. In addition, by
serving a large global market through centralized distribution and operations,
we can realize significant cost advantages relative to traditional retailers.
Using customized enterprise solutions, we also provide co-branded intranet
stores to meet the complete product and service needs of businesses that have
large mobile professional staffs and field personnel.

Key elements of the iGo solution include:

Comprehensive Selection of Mobile Products. We believe that we offer the
world's largest selection of portable computing and mobile communications
devices, batteries and accessories. We offer over 6,500 accessories and
batteries compatible with the majority of brands and models of mobile devices
sold over the past fifteen years. In addition, approximately 2,000 of our most
popular stock keeping units, or SKUs, are kept in inventory and can be
delivered overnight to customers throughout the United States.

Proprietary Relational Databases. We have developed a proprietary relational
database architecture that enables our customers to accurately match their
mobile accessories to compatible device brands and models. Our databases
contain over 29,000 unique combinations of SKUs, brands and models, with unique
original equipment manufacturer part numbers, high resolution images and
detailed product specifications. Our supplier database includes information on
over 350 suppliers around the world. Our databases were assembled from primary
research conducted over six years and would be difficult for potential
competitors to replicate, especially since mobile device manufacturers often do
not maintain information on older model devices, accessories and batteries.

Authoritative Source for Mobile Product Information. We provide our customers
with solutions by answering important technical support questions and making
purchase recommendations for mobile devices and accessories. Our industry
knowledge enables us to better serve our customers. Our product reference guide
and our quality customer service encourage repeat purchases and word-of-mouth
referrals. By leveraging authoritative content such as our proprietary "High-
Tech Tips for Road Warriors(R)" book and our website resources, we have been
able to create commerce opportunities to attract and retain customers. Our
online support enables customers to efficiently find solutions to their
problems in the field.

Strong Direct Marketing Expertise. Our direct marketing experience has
allowed us to develop an effective customer acquisition and retention model.
Since our inception in 1993, we have assembled detailed profiles of over
525,000 mobile users. These profiles typically include the brands and models of
each user's portable devices along with the original advertising lead source
that prompted the user to contact us. In addition, this database contains
detailed transaction histories on over 150,000 of our customers. The knowledge
derived from these detailed transaction histories enables us to electronically
recommend model-specific and customer-specific accessories and devices.

Corporate and Manufacturer Benefits. Corporate purchasing managers use iGo to
simplify the process of purchasing mobile devices and accessories. We enable
enterprises to efficiently support their skilled mobile workforces and protect
their investment in expensive, productivity-enhancing computing and
communications devices. We also effectively solve the problem of how to support
older models of laptops. Manufacturers work closely with us to provide product
specification information and free customer referrals because we provide
quality service to their customers. We save manufacturers money on call center
and customer service costs by handling after-market battery and accessory sales
for their laptops and cell phones.

Strategy

Our strategy is to continue to offer a comprehensive, Internet-based solution
that provides significant benefits to all participants in the mobile product
marketplace, including manufacturers, business enterprises, mobile
professionals and other people on the go. Our goal is to be the leading one-
stop solution for the mobile product marketplace, and to reach this goal, we
plan to:

Aggressively Build the iGo Brand. We intend to capitalize on our early-market
entry advantage to become the leading electronic commerce solution for
individuals and businesses. We are pursuing an aggressive brand development
strategy through mass market advertising, targeted one-to-one marketing, online
promotions and iGo-branded products. In addition, we sticker many of our
products with our brand, our website address and our toll free telephone
number. As a result, we have a large and growing "sticker salesforce" in the
field working to drive direct sales when products wear out and need to be
replaced.

Improve the iGo.com Shopping Experience. We believe our comprehensive
selection of hard-to-find, model-specific accessories, batteries, mobile
electronic devices, and services, together with our advanced search
functionality and highly-trained customer solutions representatives, provides
consumers with a compelling online shopping experience. We recently upgraded
the user interface and functionality of our website, and we plan to
continuously improve our customers' online shopping experience. We use our
knowledge base of the problems faced by people on the go to better target and
serve consumers. For example, we have published and distributed our "High-Tech
Tips for Road Warriors(R)" book, and we plan to add a fully searchable version
of this helpful content on our website to increase our customer support and
improve our customer loyalty.

Enhance Our Proprietary Databases. In order to offer the highest value to our
customers and extend our leadership position, we must continue to update our
proprietary product, supplier, compatibility and customer databases. New mobile
devices are introduced almost daily. We will continue to grow our relationships
with customers, suppliers and mobile product manufacturers in order to obtain
the data necessary to expand and update our compatability databases. For
example, we have agreements with suppliers that provide us detailed information
on and access to new products as they are released.

Focus on the Corporate Market. We intend to leverage our brand, our
electronic commerce platform and our operating infrastructure to pursue
additional opportunities in the corporate market. We have implemented a
customized enterprise purchasing solution for Dell Computer and Lucent
Technologies, and we plan to increase our online corporate sales by expanding
the number of customized corporate Internet stores that we operate. We have
also been approved as a launch partner for the new Ariba enterprise purchasing
system which will enable us to more readily reach Global 2000 enterprises with
the iGo solution.

Pursue International Opportunities. We believe the global reach of the
Internet, the international scope of many of our corporate customers and the
worldwide demand for mobile devices present opportunities for us to expand
internationally. A majority of our current product offering is compatible with
products used internationally. We plan to leverage our relational databases,
our industry expertise and our existing supplier infrastructure to expand into
Europe and Asia within the next 12 months.

Pursue Strategic Acquisitions and Alliances. There are many niche players and
larger businesses serving certain elements of the mobile device market. We
intend to pursue opportunities to acquire these companies to further enhance
our one-stop solution. We also plan to acquire customer lists or technologies
that extend our reach and service capabilities. For example, in 1997, we
acquired the mobile database of 61,000 customers from Hello Direct, a direct
marketer of telephone accessories. In addition, we intend to pursue strategic
alliances with electronic commerce companies and mobile product manufacturers
to create direct online links to iGo.com.

The iGo.com Experience

We offer a comprehensive online shopping destination for customers in search
of solutions to their portable computing and mobile communications needs. We
offer products, services and content geared to the unique requirements of
mobile professionals and other people on the go. Our proprietary relational
databases of over 6,500 products from more than 350 suppliers enable shoppers
to easily identify the exact products and services they need. Our customized
content contains recommendations for solutions to problems typically faced by
mobile professionals and others who use laptop computers, cell phones and other
portable electronic devices.

iGo.com provides customers with a compelling shopping experience. Customers
shopping at iGo.com are greeted by a home page that is designed for efficient
shopping. We enable people to shop for mobile devices, accessories, batteries
and services in a number of ways. Depending on their preferences, customers can
shop by keyword search, accessory category, device category, product guide item
number, brand or model. Daily specials and other promotions are also
prominently featured on the iGo.com home page and elsewhere on our website.
Corporate customers are directed to information about corporate discounts and
customized buying programs. A graphical representation of our home page is
presented below:

[Screenprint of iGo's home page at www.iGo.com]

On our home page, we offer shoppers valuable advice tailored to their needs.
Our "Solutions for You" section answers frequently-asked questions and makes
purchase recommendations for "Frequent flyers," "Globe-trotters," "Road-sters,"
"Telecommuters" and "Train-trekkers" and other people on the go. Our
proprietary editorial section, entitled "High-Tech Tips for Road Warriors(R),"
answers frequently-asked questions about mobile devices and accessories. We
also offer real-time text chat with our customer solutions representatives for
our online customers who need technical support or purchase advice. Customers
can also contact our highly-trained customer solutions representatives via a
toll-free telephone number. The overall customer experience is designed to
provide expertise and responsiveness to customers who are often frustrated by
the traditional means of inquiring about and purchasing mobile electronic
devices and accessories.

Product Offerings

We focus on providing a comprehensive selection of quality products for
mobile professionals and other people on the go. Prices typically range from
$69 to $269, but can be as low as $3 and as high as $4,300. We offer an
extensive selection of product categories, including:

. Laptop Computer Accessories and Services. We offer a broad selection of
model-specific laptop accessories including batteries, chargers, power
adapters, car cords, external storage media, modems, port replicators,
peripherals, mobile software and carrying cases. We also offer wireless
data services for laptop users.

. Cellular Phones, Accessories and Services. We offer the most popular
models of cellular phones from Nokia and Ericsson, as well as AT&T
cellular phone service. We offer model-specific accessories including
batteries, hands-free devices, chargers, power adapters, car cords,
laptop modem adapters and protective cases.

. Handheld Electronic Devices and Accessories. We offer a large selection
of handheld devices, including Palm and Windows CE devices, from
companies such as 3Com, Casio, Compaq, Everex, Motorola and Philips. We
also carry a wide selection of model-specific accessories for these
products, including batteries, modems, stylus tools, software and
peripherals.

. Other Mobile Devices and Travel-Related Products. We offer a large
selection of often hard-to-find mobile and travel accessories, including
two-way radios, Global Positioning Systems or GPS devices, presentation
equipment, camcorder batteries, digital cameras, carrying cases, and
international power and phone adapters. We also offer mobile and travel-
related software.

Strategic Relationships

We intend to continue to establish and leverage key strategic relationships
with mobile device manufacturers, suppliers and electronic commerce partners.
We recently entered into a strategic sourcing and marketing relationship with
the NEC Computer Systems Division, or NEC, a leading global supplier of
computer products. This relationship provides us with direct Internet and phone
links from NEC to our customer solutions representatives. In addition, our
relationship with NEC allows us to purchase products directly from NEC, which
increases our gross margin on those products, and gives us direct access to
detailed mobile product cross-reference information. We plan to replicate this
program with several of the top laptop manufacturers to continue to expand and
update our product and compatibility databases and to increase high gross
margin sales.

We have been approved as a launch partner for the new Ariba enterprise
purchasing system. This electronic commerce-based system allows global
enterprises to automate the requisition, approval, purchasing and delivery of
supplies and services. Our relationship with Ariba enables their customers to
quickly and easily order our entire range of products from within the Ariba
purchasing system. We plan to leverage this relationship with Ariba to further
penetrate Global 2000 enterprises with our solution.

Our strategic relationship with Motorola allows us early access to certain of
their newest products for Motorola's cellular telephones. For example, we are
one of only two direct marketers authorized to be a distributor for the new
Motorola StarTAC(R) Clip-on Organizer. Our relationship with Motorola also
includes product sourcing for our iGo-branded products. Motorola is currently
designing and manufacturing a number of cellular phone batteries exclusively
for iGo.

Our strategic relationships are not subject to formal written agreements and,
consequently, will continue to evolve over time. We can provide no assurance
that such relationships will continue on their current terms or at all.

Marketing and Customer Acquisition

We employ a combination of traditional and online marketing programs to
acquire customers and build brand awareness. These programs are designed to
cost-effectively acquire high-value mobile users as customers and generate
online sales. We believe our marketing and advertising strategy efficiently
reaches mobile customers in the environments in which they use our products--at
home, at work and while traveling. In addition, because we sell devices,
accessories and batteries for leading national brands, we believe that we are
able to leverage the large advertising and promotional investments of mobile
device manufacturers to generate demand for the products we sell. Following the
completion of this offering, we expect to significantly increase our investment
in marketing, advertising and promotion to acquire and retain customers.

Offline Marketing and Promotion. Our offline advertising strategy is based on
multiple media, including print, radio, outdoor and direct mail. We advertise
in key business periodicals such as Business Week and Forbes; technology
magazines such as Mobile Computing and PC World; in-flight magazines such as
American Way and Sky; and national newspapers such as The Wall Street Journal
and USA Today. We also advertise in 30-second radio spots in metropolitan areas
with large numbers of mobile customers.

We use our product reference guide as a cost-effective vehicle to drive
customers to our website. We distribute approximately 13 million of these full-
color direct mail pieces annually. Mobile device manufacturers provide
cooperative advertising support to subsidize the cost of producing this guide.
Our product reference guide demonstrates our comprehensive mobile product
selection and creates strong brand awareness. We also use our direct mail
pieces to promote the benefits of shopping online in general, as well as the
specific benefits of shopping on our website, including special Internet
promotions.

Online Marketing and Promotion. Our online marketing and promotion strategy
is designed to build brand recognition, increase customer traffic to our
website, acquire new customers and encourage repeat purchasing behavior.
Through our advertising and promotions, we target mobile professionals and
other people on the go who are themselves purchasers or who influence the
purchase of mobile products and accessories at work. Our advertising campaigns
are designed to identify with the unique needs of these people, who typically
require products and services to simplify their lives, as well as complete
solutions to their everyday portable computing and mobile communications
problems.

We have developed four primary means of reaching our potential customers
online: banner advertising, sponsorships, outbound email marketing and an
online affiliate program. We place banner advertisements on websites targeted
to the needs and interests of mobile professionals. We also buy banners through
keyword searches on major online portals such as Lycos and Yahoo! We have
entered into marketing and sponsorship arrangements with electronic commerce
companies such as MSN, Portera.com and Stamps.com. These arrangements generally
provide for us to be the preferred mobile electronics product retailer on their
websites. Our affiliate program is designed to create incentives for others to
create inbound links that connect directly to our website. We pay our
registered affiliates a referral fee for any sale generated via their link to
our website. Finally, we

attempt to maximize the value of our 525,000 person mobile user database by
delivering special product offerings to customers and prospects via email. For
example, we can send special promotions to all owners of cell phones or only to
owners of a certain brand, or we can send email to customers at a specified
time period after initial purchase to remind them to replace their laptop
batteries.

Corporate Sales

Our corporate sales team targets large corporations, medium-to-small
businesses and government agencies and educational institutions, in an effort
to generate large and recurring orders and to direct sales to our website. In
particular, our corporate sales representatives target enterprises with large
field salesforces or large installed bases of laptop computers or cell phones,
including pharmaceutical, insurance, financial, telecommunications and
consulting companies. To date, we have sold products to approximately 50% of
the Fortune 500.

Our corporate sales team generates leads from individual purchasers within
large organizations found in our user database, by conducting primary research
and outbound calls, by meeting corporate purchasing managers in the field and
by responding to corporate requests for proposals. In addition, we have begun
to enter into relationships with large companies, such as Dell Computer and
Lucent Technologies, in which we offer a secure extranet purchasing solution
dedicated to their authorized employees. In these customized Internet stores,
site design, product pricing and SKUs available for sale can all be tailored
and controlled to meet the needs of our corporate customers.

As of June 30, 1999, we employed 11 corporate account managers and a director
of corporate sales. Following completion of this offering, we plan to
significantly increase the number of corporate account managers.

Customer Service

Our goal is to provide our customers with the highest level of customer
support. Our customer solutions representatives are available in our customer
contact center 24 hours-per-day, 365 days-per-year. Representatives handle
contacts with customers, through telephone, fax, email and live text chat. We
will add voice over Internet protocol capabilities beginning in the fourth
quarter of 1999. Our support services include product inquiries, ordering,
technical support and customer service issues. We provide a high level of
support by utilizing our sophisticated product and compatibility databases and
by training our representatives with the in-depth knowledge required to meet
the needs of mobile professionals and other people on the go.

We have retained a third-party call center to handle overflow or possible
disaster conditions. Representatives in this third-party call center have been
trained in our customer service philosophy.

Technology and Operations

We have developed a scalable, secure and reliable technology infrastructure
to support our website and customer contact center, as well as to maintain and
integrate our proprietary databases, our supply chain, and our accounting,
finance and management reporting functions. Our website is designed to be
accessible from all standard browsers without the need for additional client
software. Our systems are designed to capture large amounts of customer-
specific data, which is important to our ability to provide superior post-sale
service and to target customers for future purchases. We also incorporate a
variety of encryption and fraud detection technologies designed to protect the
privacy of customer information and the integrity of customer transactions.

Our software system architecture uses industry standard technologies to
maximize reliability and scalability. We use Secure Socket Layer for secure
transactions. Our applications run on arrays of Intel-based server systems
running Microsoft Windows NT and SQL Server. To scale our service as traffic
increases, we believe that we need only to install additional servers or
increase the number of processors per server. Our production data and hosting
center is located at Internet Emporium in Phoenix, Arizona, which provides
routing and high bandwidth communication lines to a variety of major Internet
backbone providers, as well as 24 hour-per-day monitoring and support. Our
production data center also includes multiple redundant backup systems and
power generators. We maintain server and bandwidth overcapacity at our hosting
center so that if traffic spikes or a server fails we can maintain service for
our entire user base.

We believe that our technology platform provides state-of-the-art electronic
commerce functionality and integration, including the following key systems:

. DB2 and MS Access relational databases;

. sophisticated enterprise accounting and logistics software;

. Onyx total customer relationship management software;

. real-time Internet customer service from Facetime;

. automated email response technology from Kana;

. automated call distribution through a Nortel phone switch; and

. the IBM Net.Commerce electronic commerce platform.

In addition, we plan to implement next-generation computer telephony
integration in the fourth quarter of 1999. This convergent solution will allow
us to manage all customer contacts, including live text chat, customer emails,
voice over Internet Protocol, incoming calls and outgoing calls through single
workstations. This system enables contacts to be routed to appropriate customer
support representatives based upon the inquiry and the appropriate skill level
of each representative. This system will also provide our customers, at their
option, Integrated Voice Response technology which will allow them to place an
order, check status of an existing order or determine their account balance
automatically.

We manage our own fulfillment center where we receive, pick, pack and ship
our products. We believe controlling the fulfillment process is important to
providing a high standard of customer care. Control of our fulfillment center
allows us to expedite shipments, balance resource needs and maintain direct
contact with our customers. We currently stock approximately 2,000 of our most
popular inventory items in our fulfillment center. We frequently evaluate
inventory sell-through, new product offerings and marketing forecasts to
balance inventory levels with the growth of our business.

Competition

The portable computing and mobile communications market is highly fragmented.
In addition, the electronic commerce market in which we operate is new, rapidly
evolving and highly competitive. Our competitors operate in a number of
different distribution channels, including electronic commerce, traditional
retailing, catalog retailing and direct selling. We believe no single
competitor competes directly with us with respect to all of the products and
services we offer; however, we currently or potentially compete with a variety
of other companies in the sale of products in specific categories, including:

. mobile products suppliers such as Targus;

. mass merchant retailers such as Circuit City and CompUSA;

. direct marketers such as Buy.com, Insight and Microwarehouse; and

. traditional mobile device manufacturers such as Fujitsu and Toshiba.

We believe that the principal competitive factors in our marketplace are
product selection and customer service. While there can be no assurance that we
will be able to compete successfully against current and future competitors, we
believe our ability to compete favorably is enhanced by our proprietary product
database, our strategic supplier relationships, and our sophisticated logistics
and supply management capabilities. We believe that any competitor that seeks
to establish an electronic commerce presence within our marketplace will
confront significant challenges. Among these challenges are developing the
required software and technology infrastructure, establishing an efficient
supply and logistics system, and most importantly, establishing a comprehensive
database of industry products, suppliers and customers.

Intellectual Property

We regard our brand and substantial elements of our website and relational
databases as proprietary and seek their protection through trademark, service
mark, copyright and trade secret laws as critical to our success. We enter into
non-disclosure agreements with our employees and consultants, and generally
with strategic partners. Despite these precautions, it may be possible for
third parties to copy or otherwise obtain and use our intellectual property
without our authorization.

Our iGo brand and our Internet address, www.iGo.com, are important components
of our business strategy. We have filed federal trademark applications for
"iGo" and "iGo.com," among other trademark applications. We cannot guarantee
that any of our trademark applications will be granted. In July 1999, the
United States Patent and Trademark Office, or PTO, preliminarily declined
registration of "iGo" and "iGo.com" when used in connection with our services.
We have had telephonic discussions of this matter with the PTO and plan to
formally respond to the PTO's preliminary denial of registration. We believe it
is likely that the "iGo" and "iGo.com" marks will ultimately be accepted for
registration by the PTO. However, we cannot guarantee that we will be able to
secure registration of these marks. See "Risk Factors--We may not be able to
protect and enforce our trademarks, Internet addresses and intellectual
property rights."

We also rely to a material extent on technology developed and licensed from
third parties. These licenses may not continue to be available to us on
commercially reasonable terms in the future. The loss of existing technology
licenses could harm the performance of our existing services until equivalent
technology can be identified, obtained and integrated. Failure to obtain new
technology licenses may result in delays or reductions in the introduction of
new features, functions or services, which would harm our business. We have not
been notified that our technologies infringe on the

proprietary rights of others. However, there can be no assurances that third
parties will not claim infringement in the future. We expect that the continued
growth of the Internet will result in an increasing number of infringement
claims as legal standards related to our market continue to evolve. Any such
claim, with or without merit, could be time consuming, result in costly
litigation, and may have a material adverse effect on our business and results
of operations.

Government Regulation

Due to the increasing popularity and use of the Internet, it is possible that
a number of laws and regulations may be adopted with respect to the Internet
covering issues such as user privacy, freedom of expression, pricing, content
and quality of products and services, taxation, advertising, intellectual
property rights and information security. The nature of this legislation and
the manner in which it may be interpreted and enforced cannot be fully
determined and, therefore, this legislation could subject us to potential
liability, which in turn could harm our business. The adoption of any such laws
or regulations might also decrease the rate of growth of Internet use, which in
turn could decrease the demand for our products and services, or increase the
cost of doing business, or otherwise harm our business, financial condition and
results of operations. In addition, applicability to the Internet of existing
laws governing issues such as property ownership, copyrights and other
intellectual property issues, taxation, libel, obscenity and personal privacy
is uncertain. The vast majority of these laws were adopted prior to the advent
of the Internet and related technologies and, as a result, do not contemplate
or address the unique issues of electronic commerce.

Several states have also proposed legislation that would limit the use of
personal information gathered online or require websites to establish privacy
policies. The Federal Trade Commission has also initiated action against at
least one website regarding the manner in which information is collected from
users and provided to third parties. Changes to existing laws or the passage of
new laws intended to address these issues, including some recently proposed
changes, could create uncertainty in the marketplace that could reduce demand
for our products or services, increase the cost of doing business as a result
of litigation costs or increased service delivery costs. In addition, because
our products and services are accessible throughout the United States, other
jurisdictions may claim that we are required to qualify to do business as a
foreign corporation in a particular state. We are qualified to do business in
California and Nevada. Our failure to qualify as a foreign corporation in a
jurisdiction where we are required to do so could subject us to taxes and
penalties for the failure to qualify and could result in our inability to
enforce contracts in those jurisdictions. Any new legislation or regulation of
this kind, or the application of laws or regulations from jurisdictions whose
laws do not currently apply to our business, could harm our business, financial
condition or results of operations.

Employees

As of June 30, 1999, we had 92 full-time employees, including 36 in our
customer contact center, 22 in sales and marketing, 24 in technology and
operations, and 10 in executive management and administration. We devote, and
will continue to devote, substantial resources to attract high-quality
employees and build a strong corporate culture that encourages and rewards
success. We believe that our investments in recruiting and training help us
attract and retain key managers and productive employees. None of our employees
is represented by a labor union, we have never experienced a work stoppage and
we consider our employee relations to be good.

Facilities

Our corporate offices are located in Reno, Nevada. We rent approximately
18,120 square feet under a five-year lease that expires in September 2002. The
lease also contains an option to renew for an additional five-year term. We
anticipate that we will require additional space in the near future and we are
negotiating with our landlord to add an additional 40,000 feet to our current
facility by February 2000.

Legal Proceedings

From time to time we are involved in litigation incidental to the conduct of
our business. We are not party to any lawsuit or proceeding that, in our
opinion, is likely to seriously harm our business.

On July 19, 1999, the company from whom we purchased the rights to the 1-800-
Batteries telephone number and name gave us notice that they believe we have
failed to cure a material breach of our agreement with them. The notice also
stated that they are terminating their agreement with us and demanding a return
of their rights as well as unspecified monetary damages. At the same time, they
made a demand for arbitration of the matter with the American Arbitration
Association in Richmond, Virginia. We have not yet responded to such demand.
After a review of our actions with respect to our agreement with them, we
believe that we have not materially breached the agreement. Accordingly, we
consider our agreement with them to be in full force and effect and intend to
defend our position vigorously in any applicable arbitration proceedings. While
we believe that we will ultimately prevail in this dispute, many of our
customers may rely on the 1-800-Batteries phone number to reach our customer
solutions representatives and to the extent that the arbitrator disagrees with
our position and allows this agreement to terminate, we could be harmed,
although it is difficult to estimate the extent or materiality of such harm.

MANAGEMENT

Executive Officers and Directors

The following table sets forth certain information regarding our executive
officers and directors as of July 31, 1999:

Name Age Position
---- --- --------

Ken Hawk.................... 35 Chairman of the Board, President, Chief
Executive Officer and Chief Energizing
Officer
Mick Delargy................ 35 Senior Vice President, Finance and Business
Development, Chief Financial Officer and
Secretary
Robert Bauer................ 48 Vice President, Sales and Marketing
Joe Bergeon................. 58 Chief Information Officer
Lou Borrego................. 33 Vice President, Operations
Darrell Boyle (1)........... 51 Director
David Callard (2)........... 61 Director
Peter Gotcher (1)(2)........ 39 Director

- --------
(1) Member of Compensation Committee.
(2) Member of Audit Committee.

Ken Hawk is the founder of iGo and has served as Chairman of our board of
directors, President, Chief Executive Officer and Chief Energizing Officer
since our incorporation in March 1993. Mr. Hawk was the Multimedia Product
Manager for Windows at Microsoft Corporation from June 1992 until September
1992 and ran North American Operations for Venture Manufacturing Singapore from
November 1988 until September 1991. From June 1986 until November 1988, he
served as Silicon Valley District Sales Manager for Silicon Systems, Inc., a
subsidiary of TDK. Mr. Hawk holds a B.S. in electrical engineering from the
University of Michigan and an M.B.A. from Stanford University.

Mick Delargy has served as our Senior Vice President, Finance and Business
Development, Chief Financial Officer and Secretary since July 1999. He also
served as our Vice President, Finance and Operations from May 1996 to June
1997. From August 1997 to July 1999, Mr. Delargy served as Senior Vice
President of Finance and Business Development for Accolade, Inc. (now
Infogrames North America). From April 1992 to May 1996, he served as Chief
Financial Officer of Storybook Heirlooms. From January 1987 to April 1992, Mr.
Delargy served as an Audit Manager for KPMG Peat Marwick. Mr. Delargy holds a
B.S. in business administration and a B.S. in accounting from the University of
Kansas and is a certified public accountant.

Robert Bauer has served as our Vice President, Sales and Marketing since
January 1999. From December 1997 to December 1998, Mr. Bauer served as Vice
President of Marketing for Intelogis Corporation. From January 1995 to August
1997, Mr. Bauer served as Vice President of the Mobile Computing Division for
US Robotics/3Com. From March 1984 to November 1994, he held a number of sales
and marketing positions with Compaq Computer Corporation, most recently as
Director of North American Product Marketing. Mr. Bauer holds a B.A. in design
from the University of California at Davis.

Joe Bergeon has served as our Chief Information Officer since June 1999. From
February 1997 to June 1999, Mr. Bergeon served as Project Manager/Business
Consultant at Howard Consulting Group. From September 1994 to January 1997, he
was Publisher of the Electronic Source Book, and from March 1983 to November
1993 served as President of Bertech Industries. Mr. Bergeon holds a B.S. in
engineering from the City University of New York and an M.B.A. from Arizona
State University.

Lou Borrego has served as our Vice President, Operations since July 1999 and
served as our Chief Financial Officer from October 1997 to June 1999. From June
1996 to October 1997, Mr. Borrego served as Vice President of Corporate Lending
at Sun State Bank. From February 1994 to June 1996, he served as Vice President
of Corporate Lending at First Interstate Bank, where he served as Commercial
Finance Team Leader from June 1993 to February 1994. From March 1990 to March
1993, Mr. Borrego served as Controller/Director of Operations of Moran Brothers
Inc. Mr. Borrego holds a B.S. in accounting from the University of Southern
California.

Darrell Boyle has served as a member of our board of directors since January
1997. Mr. Boyle has served as President of Trailblazer Consultants since
October 1994. From March 1990 to September 1994, he served as the senior
marketing executive for the Graphics Business Unit of Microsoft Corporation.
Mr. Boyle holds a B.S. in business administration from the University of
Colorado and an M.B.A. from Capital University.

David Callard has served as a member of our board of directors since June
1996. Mr. Callard has served as the President of Wand Partners Inc. since
January 1991. From 1972 to 1989, he served in various capacities with Alex.
Brown & Sons Incorporated, including those of Director, Managing Director and
General Partner. Mr. Callard holds an A.B. from Princeton University and a J.D.
from New York University School of Law. He also serves on the boards of
directors of Panorama Trust, Information Management Associates, Inc. and
Chartwell Re Corporation.

Peter Gotcher has served as a member of our board of directors since October
1998. Mr. Gotcher has served as a Venture Partner with Institutional Venture
Partners since January 1997. Mr. Gotcher founded and served as President and
Chief Executive Officer of Digidesign Inc. from October 1983 until its merger
with Avid Technology, Inc. in January 1995, after which he served as the
General Manager of Digidesign and Executive Vice President of Avid until May
1996. Mr. Gotcher holds a B.A. in English literature from the University of
California at Berkeley. He also serves on the board of directors for Avid
Technology, Inc.

Board Composition

We currently have four directors. All directors hold office until the next
annual meeting of stockholders or until their successors are duly elected.

Board Committees

Our board of directors currently has an audit committee and a compensation
committee. The audit committee consists of Mr. Callard and Mr. Gotcher. The
audit committee makes recommendations to the board of directors regarding the
selection of independent auditors, makes inquiries about the scope of audit and
other services by our independent auditors, makes inquiries about the
accounting principles and auditing practices and procedures to be used for our
financial statements and reviews the results of those audits. The compensation
committee consists of Mr. Boyle and Mr. Gotcher. The compensation committee
makes recommendations to the board of directors regarding our stock plans and
the compensation of officers.

Director Compensation

Our non-employee directors are reimbursed for expenses incurred in connection
with attending board and committee meetings but are not compensated for their
services as board or committee members. In the past, we have granted Mr. Boyle
and Mr. Gotcher, both non-employee directors, options to purchase our common
stock pursuant to the terms of our Amended and Restated

1996 Stock Option Plan. Mr. Gotcher's option was granted during fiscal 1998 and
represents the right to purchase 23,938 shares of our common stock at an
exercise price of $1.20 per share. This option has a term of 10 years and may
be exercised in whole or in part at any time. However, any shares purchased
upon exercise of the option will be subject to a right of repurchase held by us
in the event that Mr. Gotcher's relationship with us terminates prior to the
lapse of our repurchase right. Our repurchase right on these shares will lapse
ratably over a four-year period from the date of grant. Both employee and non-
employee directors are eligible to receive options to purchase our common stock
pursuant to the terms of our Amended and Restated 1996 Stock Option Plan. See
"--Stock Plans."

Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee is currently, or has ever
been at any time since our formation, one of our officers or employees. No
member of the compensation committee serves as a member of the board of
directors or compensation committee of any entity that has one or more officers
serving as a member of our board of directors or compensation committee.

Executive Compensation

The following table sets forth information concerning compensation for
services rendered to us in all capacities earned in the fiscal year ending
December 31, 1998 by our Chief Executive Officer. No other officers of iGo
earned $100,000 or more in combined salary and bonus in fiscal 1998. We have
never granted any stock options to Mr. Hawk.

Annual Compensation
----------------------------
Other Annual
Name and Principal Position Salary Bonus Compensation
- --------------------------- -------- ------ ------------

Ken Hawk, President, Chief Executive Officer and
Chief Energizing Officer........................ $150,000 $1,450 (1)

- --------
(1) During 1998, we provided Mr. Hawk with additional employee benefits in an
amount not exceeding 10% of his combined salary and bonus. Through our
standard package of medical insurance, Mr. Hawk and all other iGo employees
have $15,000 in coverage amount of term life insurance. Our insurance
provider does not segregate amounts payable for this life insurance
coverage from our aggregate premiums for medical coverage and, accordingly,
we cannot attribute a specific dollar value to any premiums associated with
such life insurance coverage. As of December 31, 1998, Mr. Hawk held an
aggregate of 797,600 shares of restricted stock having an aggregate value
in excess of the amount paid for them of $4,615,748 based upon a deemed
fair value as of such date.

Stock Plans

Amended and Restated 1996 Stock Option Plan. Our Amended and Restated 1996
Stock Option Plan, was adopted by our board of directors in July 1999 and will
be submitted to our stockholders for approval in August 1999. This plan
provides for the grant of incentive stock options to our employees and
nonstatutory stock options to our employees, directors and consultants. We have
reserved an aggregate of 542,800 shares of common stock for issuance under this
plan. The number of shares reserved for issuance under this plan will be
subject to an annual increase on the first day of each fiscal year (beginning
January 1, 2001) equal to the lesser of (a) 150,000 shares, (b) 5% of the
outstanding shares on that date or (c) a lesser amount as determined by the
board of directors. As of July 31, 1999, options to purchase 212,590 shares of
common stock were outstanding, 59,341 shares had been issued upon exercise of
options, net of repurchases, and 270,869 shares were available for future
grant.

After this offering, the compensation committee of our board of directors
will administer the stock option plan and determine the terms of options
granted, including the exercise price, the number of shares subject to
individual option awards and the vesting period of options or on shares
acquired upon exercise of options. The exercise price of nonstatutory options
must generally be at least 85% of the fair market value of our common stock on
the date of grant. The exercise price of incentive stock options cannot be
lower than 100% of the fair market value of our common stock on the date of
grant and, in the case of incentive stock options granted to holders of more
than 10% of our voting power, not less than 110% of the fair market value. The
term of an incentive stock option cannot exceed 10 years, and the term of an
incentive stock option granted to a holder of more than 10% of our voting power
cannot exceed five years.

Options granted under our stock option plan will accelerate and become fully
vested in the event we are acquired, unless the successor corporation assumes
or substitutes other options in their place. Our board of directors may not,
without the adversely affected optionee's prior written consent, amend, modify
or terminate the stock plan if the amendment, modification or termination would
impair the rights of optionees. Our stock option plan will terminate in 2006
unless terminated earlier by the board of directors.

1999 Employee Stock Purchase Plan. Our 1999 Employee Stock Purchase Plan was
adopted by our board of directors in July 1999 and will be submitted to our
stockholders for approval in August 1999. This plan provides our employees with
an opportunity to purchase our common stock through accumulated payroll
deductions. We initially reserved 22,000 shares of common stock for issuance
under this purchase plan. We have not yet issued any shares under this plan.
The number of shares reserved for issuance under the purchase plan will be
subject to an annual increase on the first day of each fiscal year (beginning
January 1, 2001) equal to the lesser of (a) 20,000 shares, (b) 3/4% of the
outstanding shares on that date or (c) a lesser amount as determined by our
board of directors.

Our purchase plan will be administered by our board of directors or by a
committee appointed by the board of directors. The purchase plan permits
eligible employees to purchase our common stock through payroll deductions of
up to 10% of his or her compensation or up to 200 shares of common stock for
each offering period, up to a maximum of $25,000 for all purchases within the
same calendar year. Employees are eligible to participate in this purchase plan
if they are customarily employed by us at least 20 hours per week and more than
five months in any calendar year and only to the extent that they do not own
more than 5% of our outstanding shares.

Unless our board of directors or its committee determines otherwise, this
purchase plan will be implemented in a series of consecutive, overlapping
offering periods, each approximately six months in duration. Offering periods
will begin on the first trading day on or after May 1 and November 1 of every
year and terminate on the last trading day in the period six months later,
provided that the first offering period will commence on the effective date of
this offering and will end on October 31, 2001, or the last trading day prior
thereto. If we are acquired and the successor corporation does not assume all
outstanding options under this purchase plan, then the offering and purchase
periods then in progress will be shortened so that all options will be
automatically exercised immediately prior to the date of acquisition. The price
at which common stock will be purchased under this purchase plan is equal to at
least 85% of the fair market value of the common stock on the first day of the
applicable offering period or the last day of the applicable purchase period,
whichever is lower. Employees may end their participation in the offering
period at any time, and participation automatically ends on termination of
employment or on the 91st day following an extended leave of absence from which
they have not returned. Our board of directors may not, without the adversely

affected optionee's prior written consent, amend, modify or terminate this
purchase plan at any time if the amendment, modification or termination would
impair the rights of plan participants. This purchase plan will terminate in
July 2009, unless terminated earlier in accordance with its provisions.

401(k) Plan. In July 1998, we adopted a Retirement Savings and Investment
Plan covering our full-time employees located in the United States. This plan
is intended to qualify under Section 401(k) of the Internal Revenue Code of
1986, as amended, so that contributions to this plan by employees, and the
investment earnings thereon, are not taxable to employees until withdrawn.
Pursuant to this plan, employees may elect to reduce their current compensation
by up to the lesser of 15% of their annual compensation or the statutorily
prescribed annual limit ($10,000 in calendar 1998) and to have the amount of
such reduction contributed to this plan. This plan permits but does not require
additional matching contributions by us on behalf of plan participants.

Change of Control Agreements

We have entered into change of control agreements with our executive officers
and those non-employee directors who hold stock options. In the event of a
change of control (as defined in the agreements), the unvested portion of any
outstanding stock options issued to our non-employee directors and to Mick
Delargy, our Senior Vice President and Chief Financial Officer, will be
accelerated and our repurchase right, if any, applicable to any common stock
held by them will immediately lapse. With respect to all other executive
officers, in the event that their employment with us is terminated without
cause within twelve months following a change of control, one year of vesting
on the unvested portion of any outstanding stock options issued to such
officers will be accelerated, and a similar proportion of our repurchase right,
if any, applicable to any common stock held by them will immediately lapse.

The change of control agreements provide that if the acceleration of vesting
or lapse of any applicable repurchase option would cause the transaction
resulting in the change of control not to be eligible for accounting treatment
as a "pooling of interests," then any applicable vesting will not accelerate
and any applicable repurchase options will not lapse.

Pursuant to the terms of his employment offer letter, we have agreed to pay
Robert Bauer, our Vice President, Sales and Marketing, six months salary in the
event that he is terminated in connection with a change of control.

Limitation of Liability and Indemnification Matters

Our certificate of incorporation limits the liability of directors to the
maximum extent permitted by Delaware law. Delaware law provides that directors
of a corporation will not be personally liable for monetary damages for breach
of their fiduciary duties as directors, except liability for the following:

. any breach of their duty of loyalty to the corporation or its
stockholders;

. acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. unlawful payments of dividends or unlawful stock repurchases or
redemptions; or

. any transaction from which the director derived an improper personal
benefit.

This limitation of liability does not apply to liabilities arising under the
federal securities laws and does not affect the availability of equitable
remedies such as injunctive relief or rescission.

Our certificate of incorporation and bylaws provide that we shall indemnify
our directors and executive officers and may indemnify our other officers and
employees and other agents to the fullest extent permitted by law. We believe
that indemnification under our bylaws covers at least negligence and gross
negligence on the part of indemnified parties. Our bylaws also permit us to
secure insurance on behalf of any officer, director, employee or other agent
for any liability arising out of his or her actions in such capacity,
regardless of whether the bylaws would permit indemnification.

We have entered into agreements to indemnify our directors and executive
officers, in addition to indemnification provided for in our bylaws. These
agreements, among other things, provide for indemnification of our directors
and executive officers for certain expenses, including attorneys' fees,
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in our rights, arising out of
such person's services as a director or executive officer to us, any of our
subsidiaries or any other company or enterprise to which the person provides
services at our request. We believe that these provisions and agreements are
necessary to attract and retain qualified persons as directors and executive
officers.

TRANSACTIONS WITH DIRECTORS, OFFICERS AND 5% STOCKHOLDERS

Since our inception in March 1993, there has not been, nor is there currently
proposed, any transaction or series of similar transactions to which we were or
are to be a party in which the amount involved exceeds $60,000, and in which
any director, executive officer, holder of more than 5% of our common stock or
any member of the immediate family of any of these people had or will have a
direct or indirect material interest other than compensation agreements and
other arrangements, which are described where required in "Management," and the
transactions described below.

On June 14 and 21, 1996, we sold an aggregate of 611,250 shares of Series A
preferred stock at a price per share of $2.67 to a group of private investors
that included the following 5% stockholders:

Shares
of
Series A
Purchaser Stock
--------- --------

Wand/Power Express Investments I L.P. .............................. 524,500
John Mackall........................................................ 18,750

David Callard, one of our directors, is the President of Wand (Power Express)
Inc., the general partner of Wand/Power Investments I L.P. Mr. Callard
disclaims any beneficial ownership of the securities held by Wand/Power Express
Investments I L.P., except for his proportional partnership interest therein.
Simultaneous with the first closing of our sale of Series A preferred stock, we
granted a warrant to purchase up to 6,750 shares of common stock at an exercise
price of $2.67 per share to Malcolm Appelbaum, a Vice President of Wand (Power
Express) Inc. This warrant was exercised on July 26, 1999.

On October 22 and 29, 1998, we sold an aggregate of 500,000 shares of Series
B preferred stock at a price per share of $12.00 to a group of private
investors that included the following directors and 5% stockholders:

Shares
of
Series B
Purchaser Stock
--------- --------

Institutional Venture Partners VIII, L.P. .......................... 442,622
IVM Investment Fund VIII, LLC....................................... 4,766
IVM Investment Fund VIII-A, LLC..................................... 2,043
IVP Founders Fund I, L.P. .......................................... 4,450
Peter Gotcher....................................................... 21,029
John Mackall........................................................ 6,040

Institutional Venture Partners VIII, L.P., IVM Investment Fund VIII, LLC, IVM
Investment Fund VIII-A, LLC and IVP Founders Fund I, L.P. are affiliated
entities and together are considered a greater than 5% stockholder. Peter
Gotcher, one of our directors, is a venture partner of Institutional Venture
Partners but does not have voting or dispository control over the shares held
by the Institutional Venture Partners' entities. Effective upon Mr. Gotcher
joining our board of directors upon the closing of our sale of Series B
preferred stock, we granted to Mr. Gotcher an option to purchase 23,938 shares
of our common stock at an exercise price of $1.20 per share. This option has a
term of 10 years and may be exercised in whole or in part at any time. However,
any shares purchased upon exercise of the option will be subject to a right of
repurchase held by us in the event that Mr. Gotcher's relationship with us
terminates prior to the lapse of our repurchase right. Our repurchase right on
these shares will lapse ratably over a four-year period from the date of grant.

On November 24, 1998, pursuant to the terms of his employment offer letter,
we agreed to pay Robert Bauer, our Vice President, Sales and Marketing, six
months salary in the event that he is terminated in connection with a change of
control.

On July 30, 1999, we sold an aggregate of 141,762 shares of Series C
preferred stock at a price per share of $40.91 to a group of private investors
that included the following directors and 5% stockholders:

Shares of
Series C
Purchaser Stock
--------- ---------

Institutional Venture Partners VIII, L.P........................... 94,768
IVM Investment Fund VIII, LLC...................................... 1,786
Peter Gotcher...................................................... 1,222
Darrell Boyle...................................................... 2,445
John Mackall....................................................... 4,400

As noted earlier, Institutional Venture Partners VIII, L.P., IVM Investment
Fund VIII, LLC, IVM Investment Fund VIII-A, LLC and IVP Founders Fund I, L.P.
are affiliated entities and together are considered a greater than 5%
stockholder and Peter Gotcher, one of our directors, is a venture partner of
Institutional Venture Partners.

On July 16, 1999, we granted an option to purchase up to 23,777 shares of our
common stock at an exercise price of $23.80 to Mick Delargy, our Senior Vice
President, Finance and Business Development and Chief Financial Officer. In
addition, on the same date we granted an option to purchase up to 10,000 shares
of our common stock at an exercise price of $23.80 per share to Darrell Boyle,
one of our non-employee directors. These options have a term of 10 years and
may be exercised in whole or in part at any time. However, any shares purchased
upon exercise of the options will be subject to a right of repurchase held by
us in the event that Mr. Delargy's or Mr. Boyle's relationship with us
terminates prior to the lapse of our repurchase right. Our repurchase right on
these shares will lapse ratably over a four-year period from the date of grant.

We have entered into indemnification agreements with each of our directors
and officers. Such indemnification agreements will require us to indemnify our
directors and officers to the fullest extent permitted by Delaware law. See
"Management--Limitations on Liability and Indemnification."

All future transactions, including any loans from our company to our
officers, directors, principal stockholders or affiliates, will be approved by
a majority of the board of directors, including a majority of the independent
and disinterested members of the board of directors or, if required by law, a
majority of disinterested stockholders, and will be on terms no less favorable
to our company than could be obtained from unaffiliated third parties.

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial
ownership of the shares of our common stock as of July 31, 1999, after giving
effect to the conversion of all outstanding shares of preferred stock into
common stock and as adjusted to reflect the sale of the common stock offered by
us pursuant to this prospectus, by:

. each person who is known by us to own beneficially more than 5% of our
common stock on a fully-diluted basis;

. Ken Hawk, our President, Chief Executive Officer and Chief Energizing
Officer;

. each of our directors; and

. all current directors and executive officers as a group.

Except as otherwise noted, the address of each person listed in the table is
c/o iGo Corporation, 2301 Robb Drive, Reno, Nevada 89523. The table includes
all shares of common stock beneficially owned by the indicated stockholder as
of July 31, 1999. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission. In computing the number of
shares beneficially owned by a person and the percentage of ownership of that
person, shares of common stock subject to options held by that person that are
currently exercisable or exercisable within 60 days of July 31, 1999 are deemed
outstanding. Such shares, however, are not deemed outstanding for the purposes
of computing the percentage of ownership of any other person. To our knowledge,
except as otherwise noted, the persons named in the table have sole voting and
investment power with respect to all shares of common stock shown as
beneficially owned by them, subject to community property laws where
applicable.

The percent of beneficial ownership for each stockholder is based on
2,387,533 shares of common stock outstanding prior to this offering, on an as
converted basis and assuming the issuance of 20,830 shares upon conversion of a
portion of our outstanding subordinated indebtedness, and shares of
common stock outstanding after this offering. An "*" indicates ownership of
less than 1%.

Percentage of Shares
Number of Outstanding
Shares ------------------------
Beneficially Before After
Name and Address Owned Offering Offering
- ---------------- ------------ -------- ----------

Ken Hawk............................... 797,600 33.4%
Institutional Venture Partners (1)..... 550,525 23.1%
3000 Sand Hill Road, Bldg. 2, Ste. 290
Menlo Park, California 94025
Wand/Power Express Investments I L.P... 524,500 22.0%
630 Fifth Avenue, Ste. 2435
New York, New York 10111
John Mackall (2)....................... 216,690 9.1%
1332 Anacapa Street, Ste. 200
Santa Barbara, California 93101
Darrell Boyle (3)...................... 26,612 *
David Callard (4)...................... 524,500 22.0%
630 Fifth Avenue, Ste. 2435
New York, New York 10111
Peter Gotcher (5)...................... 42,857 1.8%
All directors and executive officers
as a group (8 persons) (6)............ 1,499,146 59.6%

(See footnotes on following page.)

- --------
(1) Represents 537,390 shares held by Institutional Venture Partners VIII,
L.P., 6,552 shares held by IVM Investment Fund VIII, LLC, 2,043 shares held
by IVM Investment Fund VIII-A, LLC and 4,540 shares held by IVP Founders
Fund I, L.P.

(2) Includes 10,440 shares held by Santa Barbara Tank & Trust as Trustee for
John R. Mackall SEPP-IRA over which Mr. Mackall exercises voting and
investment control.

(3) Includes 10,000 shares acquired upon exercise of a stock option, 3,750
shares of which as of July 31, 1999 remain subject to our right of
repurchase, which right lapses over time.

(4) Represents shares held by Wand/Power Express Investments I L.P. Mr. Callard
is a director of our company and the President of Wand (Power Express)
Inc., the general partner of Wand/Power Express Investments I L.P. Mr.
Callard disclaims beneficial ownership of shares held by this entity,
except for his proportional interest arising from his partnership interest
in such fund.

(5) Excludes all shares held by Institutional Venture Partners VIII, L.P., IVM
Investment Fund VIII, LLC, IVM Investment Fund VIII-A, LLC and IVP Founders
Fund I, L.P. Mr. Gotcher is a venture partner of Institutional Venture
Partners and a director of our company. Mr. Gotcher exercises no voting or
dispository control over the holdings of such funds. Includes 23,938 shares
issuable upon exercise of an option, all of which are exercisable but all
of which as of July 31, 1999 are subject to our right of repurchase, which
right lapses over time.

(6) Includes shares described in footnotes 3, 4 and 5. Also includes an
aggregate of 92,527 shares issuable upon exercise of options held by
executive officers exercisable within 60 days of July 31, 1999, of which
85,914 shares were subject to our right of repurchase as of July 31, 1999,
which right lapses over time.

DESCRIPTION OF CAPITAL STOCK

General

Upon the completion of this offering, we will be authorized to issue
50,000,000 shares of common stock, $0.001 par value per share, and 5,000,000
shares of undesignated preferred stock, $0.001 par value per share. The
following description of our capital stock does not purport to be complete.
This description is subject to and qualified in its entirety by our certificate
of incorporation and bylaws, which are included as exhibits to the registration
statement of which this prospectus forms a part, and by the provisions of
applicable Delaware law.

Common Stock

As of July 31, 1999, there were 2,387,533 shares of common stock outstanding
that were held of record by approximately 62 stockholders (assuming conversion
of all shares of preferred stock outstanding as of July 31, 1999 and the
issuance of 20,830 shares of common stock upon conversion of a portion of our
subordinated indebtedness in connection with this offering). There will be
shares of common stock outstanding (assuming no exercise of the underwriters'
over-allotment option and no exercise of outstanding options or warrants) after
giving effect to the sale of common stock offered in this offering. There are
outstanding options to purchase a total of 212,590 shares of our common stock.

The holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Our stockholders
do not have cumulative voting rights in the election of directors. Accordingly,
holders of a majority of the shares voting are able to elect all of the
directors. Subject to preferences that may be granted to any then outstanding
preferred stock, holders of common stock are entitled to receive ratably only
those dividends as may be declared by the board of directors out of funds
legally available therefor, as well as any distributions to the stockholders.
See "Dividend Policy." In the event of a liquidation, dissolution or winding up
of iGo, holders of common stock are entitled to share ratably in all of our
assets remaining after we pay our liabilities and distribute the liquidation
preference of any then outstanding preferred stock. Holders of common stock
have no preemptive or other subscription or conversion rights.

Preferred Stock

Our certificate of incorporation filed in connection with this offering
provides that our board of directors has the authority, without action by the
stockholders, to designate and issue preferred stock in one or more series and
to designate the rights, preferences and privileges of each series. The rights,
preferences and privileges of each series of preferred stock may be greater
than the rights of our common stock. It is not possible to state the actual
effect of the issuance of any shares of preferred stock upon the rights of
holders of our common stock until the board of directors determines the
specific rights of the holders of any preferred stock that may be issued.
However, the effects might include, among other things: (1) restricting
dividends on the common stock, (2) diluting the voting power of the common
stock, (3) impairing the liquidation rights of the common stock and (4)
delaying or preventing a change in our control without further action by the
stockholders. Upon the closing of this offering, no shares of preferred stock
will be outstanding, and we have no present plans to issue any shares of
preferred stock.

Warrants

As of the closing of this offering, there will be warrants to purchase 2,688
shares of our common stock at an exercise price of $40.91, which will remain
exercisable until three years following this offering. In addition, as of the
closing of this offering, there will be warrants to purchase 6,750 shares of
our common stock at an exercise price of $2.67, which will remain exercisable
until June 14, 2003.

Registration Rights

Pursuant to a registration and information rights agreement entered into
between us and holders of 1,054,350 shares of common stock, holders of
1,253,012 shares of common stock issuable upon conversion of our Series A,
Series B and Series C preferred stock and the holder of a warrant to purchase
6,750 shares of common stock, we are obligated, under limited circumstances and
subject to specified conditions and limitations, to use our best efforts to
register these shares.

We must use our best efforts to register these shares:

. if we receive written notice from holders of 66 2/3% or more of these
shares requesting that we effect a registration with respect to not less
than 25% of these shares;

. if we decide to register our own securities (except in connection with
this offering or any other offering in which the managing underwriter
determines that the inclusion of person's shares other than our own would
adversely affect the marketing of the securities to be sold by us); or

. if (1) we receive written notice from a holder or holders of these shares
requesting that we effect a registration on Form S-3 (a shortened form of
registration statement) with respect to shares of these shares, the
reasonably anticipated price to the public of which exceeds $560,000 and
(2) we are then eligible to use Form S-3 (which at the earliest will
occur twelve calendar months after the closing of this offering).

However, in addition to certain other conditions and limitations, if
requested to register shares of these shares, we can delay registration not
more than once in any 12-month period and for not more than 90 days. In
addition, unless the request is for a registration on Form S-3, we are
obligated to effect only two registrations requested by the holders of these
shares (and only once in any 12-month period). In any case where we decide to
register our own securities pursuant to an underwritten offering, the managing
underwriter may limit the registrable shares to be included in the registration
to not less than 10% of the total value of securities to be registered.

These registration rights terminate with respect to each of these shares when
the holder can transfer all of his or her registrable shares pursuant to Rule
144 within a 90-day period. In addition, the holders of these registration
rights have entered into lockup agreements and waived their registration rights
until 180 days following the date of this prospectus.

Delaware Law and Certain Provisions of Our Certificate of Incorporation and
Bylaws

Certain provisions of Delaware law and our certificate of incorporation and
bylaws could make it more difficult to acquire us by means of a tender offer, a
proxy contest or otherwise and the removal of incumbent officers and directors.
These provisions, summarized below, may discourage certain types of coercive
takeover practices and inadequate takeover bids and encourage persons seeking
to acquire control of our company to first negotiate with our company. We
believe that the

benefits of increased protection of our company's potential ability to
negotiate with the proponent of an unfriendly or unsolicited proposal to
acquire or restructure our company outweigh the disadvantages of discouraging
such proposals because, among other things, negotiation of such proposals could
result in an improvement of their terms.

We are subject to Section 203 of the Delaware General Corporation Law, an
anti-takeover law. In general, Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years following the date the person became
an interested stockholder, unless (with certain exceptions) the "business
combination" or the transaction in which the person became an interested
stockholder is approved in a prescribed manner. Generally, a "business
combination" includes a merger, asset or stock sale, or other transaction
resulting in a financial benefit to the interested stockholder. Generally, an
"interested stockholder" is a person who, together with affiliates and
associates, owns (or within three years prior to the determination of
interested stockholder status, did own) 15% or more of a corporation's voting
stock. The existence of this provision would be expected to have an anti-
takeover effect with respect to transactions not approved in advance by the
board of directors, including discouraging attempts that might result in a
premium over the market price for the shares of common stock held by
stockholders.

Our certificate of incorporation eliminates the right of stockholders to act
by written consent without a meeting. The certificate of incorporation and
bylaws do not provide for cumulative voting in the election of directors. The
authorization of undesignated preferred stock makes it possible for the board
of directors to issue preferred stock with voting or other rights or
preferences that could impede the success of any attempt to change control of
our company. These and other provisions may have the effect of deterring
hostile takeovers or delaying changes in control or management of our company.
The amendment of any of these provisions would require approval by holders of
at least 66 2/3% of our outstanding common stock.

Transfer Agent and Registrar

The Transfer Agent and Registrar for our common stock is U.S. Stock Transfer
Corporation.

National Market Listing

We have applied to list our common stock for quotation on the Nasdaq National
Market under the symbol "IGOC."

SHARES ELIGIBLE FOR FUTURE SALE

Immediately prior to this offering there was no public market for our common
stock. Future sales of substantial amounts of common stock in the public market
could adversely affect the market price of the common stock. Furthermore, due
to contractual and legal restrictions on resale, only a limited number of
shares will be available for sale shortly after the offering. After these
restrictions lapse, sales of substantial amounts of our common stock in the
public market could adversely affect the prevailing market price and our
ability to raise capital equity.

Upon completion of this offering, based on shares outstanding as of July 31,
1999, we will have outstanding shares of common stock, assuming:

. the issuance of shares of common stock in this offering;

. the issuance of 20,830 shares of common stock upon conversion of a
portion of our subordinated indebtedness in connection with this
offering;

. no exercise of the underwriters' over-allotment option; and

. no exercise of options or warrants after July 31, 1999.

Of these shares, the shares sold in this offering, plus any shares
issued upon exercise of the underwriters' option to purchase additional shares,
will be freely tradable without restriction under the Securities Act, unless
purchased by our "affiliates," as that term is defined in Rule 144 of the
Securities Act.

The remaining 2,387,533 shares of common stock outstanding are "restricted
securities" within the meaning of Rule 144. Restricted shares may be sold in
the public market only if registered with the securities and Exchange
Commission or if they qualify for an exemption from registration under Rule
144. Rule 144(k), or Rule 701 of the Securities Act, all of which are
summarized below. Sales of the restricted shares in the public market, or the
availability of shares for sale, could adversely affect the market price of our
common stock.

Our stockholders have entered into agreements in which they have agreed that
they will not, without the prior written consent of BancBoston Robertson
Stephens Inc., offer, sell, contract to sell, or grant any option to purchase
or otherwise dispose of their shares of our common stock for a period of
180 days following the effective date of the registration statement filed
pursuant to this offering. These agreements, often referred to as lock-up
agreements, also apply to any securities owned by our stockholders that are
exercisable for or convertible into our common stock. As a result of these
contractual restrictions, shares subject to lock-up agreements may not be sold
until such lock-up agreements expire or are waived by BancBoston Robertson
Stephens Inc. In addition, at July 31, 1999, 9,460 restricted shares are
subject to our right of repurchase, which right lapses over time. Taking into
account the lock-up agreements, and assuming BancBoston Robertson Stephens Inc.
does not release stockholders from these agreements, the following shares will
be eligible for sale in the public market at the following times:

. beginning on the effective date, only the shares sold in the offering
will be immediately available for sale in the public market; and

. beginning 180 days after the effective date, approximately 2,211,542
shares will be eligible for sale pursuant to Rules 144, 144(k) and 701.

Under Rule 144, the number of shares that may be sold by affiliates of our
stockholders are subject to volume restrictions. In general, under Rule 144,
and beginning after the expiration of the lock-up agreements, a person who has
beneficially owned restricted shares, including shares that are aggregated to
such person or persons, for at least one year would be entitled to sell within
any three-month period a number of shares that does not exceed the greater of:

. one percent of the number of shares of common stock then outstanding,
which will equal approximately shares immediately after the
offering; or

. the average weekly trading volume of the common stock during the four
calendar weeks preceding the sale. In order to sell shares under Rule
144, the selling stockholder must comply with manner of sale provisions
and notice requirements and current public information about us must be
available.

Under Rule l44(k), the following persons may sell their shares without
complying with the manner of sale, public information, number of shares
limitation or notice provisions of Rule 144:

. not our affiliate during the three months preceding a sale; and

. beneficially owned the shares proposed to be sold for at least two years.

As part of the lock-up agreements, all of our employees holding common stock
or stock options may not sell shares acquired upon exercise of their options
until 180 days after the effective date. Beginning 180 days after the effective
date, any of our employees, officers, directors, or consultants who purchased
his or her shares pursuant to a written compensatory plan or contract may be
entitled to rely on the resale provisions of Rule 701. Rule 701 permits
affiliates to sell their Rule 701 shares under Rule 144 without complying with
the holding period requirements of Rule 144. Rule 701 further provides that
non-affiliates may sell their shares in reliance on Rule 144 without having to
comply with the holding period, public information, number of shares limitation
or notice provisions of Rule 144. In addition, we intend to file one or more
registration statements under the Securities Act as promptly as possible after
the effective date to register shares to be issued under our employee benefit
plans. As a result, any options exercised under our stock option plans or any
other benefit plan after the effectiveness of a registration statement will
also be freely tradable in the public market, unless the shares are held by
affiliates of ours. Shares held by our affiliates will still be subject to the
number of shares limitation, manner of sale, notice and public information
requirements of Rule 144 unless the shares may otherwise be sold under Rule
701. See "Management--Stock Plans" and "Description of Capital Stock--
Registration Rights."

As of July 31, 1999, there were a total of 212,590 shares of common stock
subject to outstanding options under our Amended and Restated 1996 Stock Option
Plan, all of which are exercisable, but 186,616 of which, as of July 31, 1999,
remain subject to our right of repurchase, which right lapses over time, and
all of which are subject to lock-up agreements. Immediately after the
completion of the offering, we intend to file registration statements on Form
S-8 under the Securities Act to register all of the shares of common stock
issued or reserved for future issuance under our Amended and Restated 1996
Stock Option Plan and our 1999 Employee Stock Purchase Plan. On the date 180
days after the effective date of the offering, the date that the lock-up
agreements expire, a total of 57,473 shares of our common stock subject to
options outstanding as of July 31, 1999 will be free from our right of
repurchase. After the effective dates of the registration statements on Form S-
8, shares purchased upon exercise of options granted pursuant to our Amended
and Restated 1996 Stock Option Plan and our 1999 Employee Stock Purchase Plan
generally would be available for resale in the public market.

UNDERWRITING

The underwriters named below, acting through their representatives,
BancBoston Robertson Stephens Inc., Hambrecht & Quist LLC and Thomas Weisel
Partners LLC, have severally agreed with us, subject to the terms and
conditions of the underwriting agreement, to purchase from us the number of
shares of common stock indicated opposite their names below. The underwriters
are committed to purchase and pay for all of the shares if any are purchased.
BancBoston Robertson Stephens Inc. expects to deliver the shares of common
stock to purchasers on , 1999.

Number
of
Underwriters Shares
------------ ------

BancBoston Robertson Stephens Inc.....................................
Hambrecht & Quist LLC.................................................
Thomas Weisel Partners LLC............................................
----
Total.............................................................
====

We have been advised that the underwriters propose to offer the shares of
common stock to the public at the initial public offering price located on the
cover page of this prospectus and to certain dealers at that price less a
concession of not in excess of $ per share, of which $ may be
reallocated to other dealers. After the initial public offering, the public
offering price, concession and reallowance to dealers may be reduced by the
representatives. No reduction in this price will change the amount of proceeds
to be received by us as indicated on the cover page of this prospectus.

The underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.

Over-Allotment Option. We have granted to the underwriters an option,
exercisable during the 30-day period after the date of this prospectus, to
purchase up to additional shares of common stock at the same price per
share as we will receive for the shares that the underwriters have
agreed to purchase. To the extent that the underwriters exercise this option,
each of the underwriters will have a firm commitment to purchase approximately
the same percentage of additional shares that the number of shares of common
stock to be purchased by it shown in the above table represents as a percentage
of the shares offered by this prospectus. If purchased, the
additional shares will be sold by the underwriters on the same terms as those
on which the shares are being sold. We will be obligated, under
this option, to sell shares to the extent the option is exercised. The
underwriters may exercise the option only to cover over-allotments made in
connection with the sale of the shares of common stock offered by
this prospectus.

Indemnity. The underwriting agreement contains covenants of indemnity among
the underwriters and us against certain civil liabilities, including
liabilities under the Securities Act of 1933 and liabilities arising from
breaches of representations and warranties contained in the underwriting
agreement.

Lock-Up Agreements. Each of our executive officers, directors and other
significant stockholders of record has agreed with the representatives, for a
period of 180 days after the date of this prospectus, not to offer to sell,
contract to sell or otherwise sell, dispose of, loan, pledge or grant any
rights with respect to any shares of common stock, any options or warrants to
purchase any shares of common stock, or any securities convertible into or
exchangeable for shares of common stock owned as of the date of this prospectus
or acquired directly from us by these holders or with respect to which they
have or may acquire the power of disposition, without the prior written consent
of BancBoston Robertson Stephens Inc. However, BancBoston Robertson Stephens
Inc. may, in its sole discretion and at any time without notice, release all or
any portion of the securities subject to lock-up agreements. There are no
agreements between the representatives and any of our stockholders providing
consent by the representatives to the sale of shares prior to the expiration of
the 180-day lock-up period.

Future Sales By Us. In addition, we have generally agreed that, during the
180-day lock-up period, we will not, without the prior written consent of
BancBoston Robertson Stephens Inc., (a) consent to the disposition of any
shares held by stockholders prior to the expiration of the 180-day lock-up
period or (b) issue, sell, contract to sell or otherwise dispose of, any shares
of common stock, any options or warrants to purchase any shares of common
stock, or any securities convertible into, exercisable for or exchangeable for
shares of common stock, other than our sale of shares in the offering, our
issuance of common stock upon the exercise of currently outstanding options and
warrants, and our issuance of incentive awards under our stock incentive plans.
See "Shares Eligible for Future Sale."

Directed Shares. We have requested that the underwriters reserve up to 10
percent of the shares of common stock for sale, at the initial public offering
price, to directors, officers, employees and other individuals designated by
iGo. As a result, the number of shares of common stock available for sale to
the general public in the offering will be reduced to the extent these
individuals and entities purchase the directed shares. Any directed shares not
so purchased will be offered by the underwriters to the general public on the
same terms as the other shares.

No Prior Public Market. Prior to this offering, there has been no public
market for the common stock. Consequently, the initial public offering price
for the common stock offered by this prospectus has been determined through
negotiations between us and the representatives. Among the factors considered
in these negotiations were prevailing market conditions, our financial
information, market valuations of other companies that we and the
representatives believe to be comparable to us, estimates of our business
potential, the present state of our development and other factors deemed
relevant.

Stabilization. The representatives have advised us that, under Regulation M
under the Securities Exchange Act, some participants in the offering may engage
in transactions, including stabilizing bids, syndicate covering transactions or
the imposition of penalty bids, that may have the effect of stabilizing or
maintaining the market price of the common stock at a level above that which
might otherwise prevail in the open market. A "stabilizing bid" is a bid for or
the purchase of the common stock on behalf of the underwriters for the purpose
of fixing or maintaining the price of the common stock. A "syndicate covering
transaction" is the bid for or purchase of the common stock on behalf of the
underwriters to reduce a short position incurred by the underwriters in
connection with the offering. A "penalty bid" is an arrangement permitting the
representatives to reclaim the selling concession otherwise accruing to an
underwriter or syndicate member in connection with the offering if the common
stock originally sold by the underwriter or syndicate member is purchased by

the representatives in a syndicate covering transaction and has therefore not
been effectively placed by the underwriter or syndicate member. The
representatives have advised us that these transactions may be effected on the
Nasdaq National Market or otherwise and, if commenced, may be discontinued at
any time.

Share Purchases. Bayview 99 I, L.P. and Bayview 99 II, L.P., investment
partnerships affiliated with BancBoston Robertson Stephens Inc.; H&Q iGo
Investors, LLC, Hambrecht & Quist California and Hambrecht & Quist Employee
Venture Fund, LP II, investment partnerships affiliated with Hambrecht & Quist
LLC; and Tailwind Capital Partners L.P., an investment partnership affiliated
with Thomas Weisel Partners LLC, purchased 3,329, 2,782, 1,039, 611, 611 and
2,445 shares, respectively, of Series C preferred stock from us in July 1999,
at a price of $40.91 per share and on the same terms and conditions as all
other purchasers in our Series C preferred stock financing. In addition, 612
shares of Series C preferred stock were purchased at a price of $40.91 per
share by an individual affiliated with BancBoston Robertson Stephens Inc. and
an aggregate of 244 shares of Series C preferred stock were purchased by two
individuals affiliated with Thomas Weisel Partners LLC. Furthermore, 4,250
shares of our common stock issuable upon conversion of other series of our
preferred stock are held by an individual affiliated with BancBoston Robertson
Stephens Inc. As previously noted, all shares of our outstanding preferred
stock will convert into an equivalent number of shares of our common stock upon
the consummation of this offering.

Expenses of the Offering. The expenses of the offering are estimated at
$ and are payable entirely by us.

New Underwriters. Thomas Weisel Partners LLC, one of the representatives of
the underwriters, was organized and registered as a broker-dealer in December
1998. Since December 1998, Thomas Weisel Partners has been named as a lead or
co-manager on 54 filed public offerings of equity securities, of which 31 have
been completed, and has acted as a syndicate member in an additional 27 public
offerings of equity securities. Thomas Weisel Partners does not have any
material relationship with us or any of our officers, directors or other
controlling persons, except with respect to its contractual relationship with
us under the underwriting agreement entered into in connection with this
offering.

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for iGo
by Hale Lane Peek Dennison Howard and Anderson, Professional Corporation, Reno,
Nevada. Certain legal matters will be passed upon for iGo by Wilson Sonsini
Goodrich & Rosati, Professional Corporation, Palo Alto, California and for the
underwriters by Brobeck Phleger & Harrison, LLP, San Francisco, California. As
of the date of this prospectus, WS Investment Company 99A, an investment
partnership composed of certain current and former members of and persons
associated with Wilson Sonsini Goodrich & Rosati, Professional Corporation,
beneficially owns 1,223 shares of our common stock. In addition, an individual
member of Hale Lane Peek Dennison Howard and Anderson, Professional
Corporation, beneficially owns 612 shares of our common stock.

CHANGE IN INDEPENDENT ACCOUNTANTS

Effective January 1, 1999, Deloitte & Touche LLP was engaged as our
independent accountants and replaced other auditors who were dismissed as our
independent accountants on the same date. The decision to change accountants
was approved by our board of directors. The report of Grant Thornton LLP on our
financial statements for the year ended December 31, 1997 and the report of
Frank, Rimerman & Co. LLP on our balance sheet as of December 31, 1996 did not
contain an adverse opinion or a disclaimer of opinion and were not qualified or
modified as to any uncertainty, audit scope or accounting principles. During
our last two fiscal years, there were no disagreements with our former auditors
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of our former auditors, would have caused them to make
reference thereto in any of their reports. Our former auditors have not audited
or reported on any of the financial statements included in this prospectus.
Prior to January 1999, we had not consulted with Deloitte & Touche LLP on items
that involved our accounting principles or the form of audit opinion to be
issued on our financial statements.

EXPERTS

The financial statements as of December 31, 1997 and 1998, and for each of
the three years in the period ended December 31, 1998 included in this
prospectus and the related financial statement schedule included elsewhere in
the registration statement have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports appearing herein and elsewhere
in the registration statement, and have been so included in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing.

WHERE YOU MAY FIND ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a Registration
Statement on Form S-1. This prospectus, which forms a part of the Registration
Statement, does not contain all the information included in the Registration
Statement. Certain information is omitted and you should refer to the
Registration Statement and its exhibits. With respect to references made in
this prospectus to any contract or other document of iGo, such references are
not necessarily complete and you should refer to the exhibits attached to the
Registration Statement for copies of the actual contract or document. You may
review a copy of the Registration Statement, including exhibits and schedule
filed therewith, at the Securities and Exchange Commission's public reference
room at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You
may also obtain copies of such materials from the Public References Section of
the Securities and Exchange Commission, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. You may obtain
additional information on the operation of the public reference room by calling
the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and
Exchange Commission maintains a website (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants, such as iGo, that file electronically with the Securities and
Exchange Commission.

iGo CORPORATION

INDEX TO FINANCIAL STATEMENTS

Page
----

Independent Auditors' Report.............................................. F-2

Financial Statements:

Balance Sheets, December 31, 1997 and 1998; and June 30, 1999
(Unaudited).............................................................. F-3

Statements of Operations, Years Ended December 31, 1996, 1997, and 1998;
and Six-Month Periods Ended June 30, 1998 and 1999 (Unaudited)........... F-4

Statements of Stockholders' Deficit, Years Ended December 31, 1996, 1997,
and 1998; and Six-Month Period Ended June 30, 1999 (Unaudited)........... F-5

Statements of Cash Flows, Years Ended December 31, 1996, 1997, and 1998;
and Six-Month Periods Ended June 30, 1998 and 1999 (Unaudited)........... F-6

Notes to Financial Statements............................................. F-7

F-1

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of
Directors of iGo Corporation:

We have audited the accompanying balance sheets of iGo Corporation (the
"Company") as of December 31, 1997 and 1998, and the related statements of
operations, stockholders' deficit, and cash flows for each of the three years
in the period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 1997 and
1998, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles.

DELOITTE & TOUCHE LLP

Reno, Nevada
July 16, 1999 (July 30, 1999
as to paragraphs 5 through 7
of Note 10)

F-2

iGo CORPORATION

BALANCE SHEETS

December 31,
------------------------ June 30,
1997 1998 1999
----------- ----------- -----------
(Unaudited)

ASSETS
Current assets:
Cash and cash equivalents............. $ -- $ 2,504,351 $ --
Accounts receivable, net.............. 960,803 464,214 1,963,900
Inventory, net........................ 1,097,029 1,387,171 1,698,386
Prepaid expenses...................... 61,949 102,651 34,595
----------- ----------- -----------
Total current assets................ 2,119,781 4,458,387 3,696,881
Property and equipment, net............. 230,711 997,156 1,243,866
Intangibles and other assets............ 33,843 80,135 197,363
----------- ----------- -----------
Total............................. $ 2,384,335 $ 5,535,678 $ 5,138,110
=========== =========== ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable ..................... $ 1,648,123 $ 780,565 $ 2,476,880
Accrued liabilities................... 304,797 194,012 586,806
Current portion of capital lease
obligations.......................... 10,302 16,504 92,581
Line of credit........................ -- -- 583,413
Short-term note payable............... -- 20,787 --
----------- ----------- -----------
Total current liabilities........... 1,963,222 1,011,868 3,739,680
Deferred rent........................... 35,032 36,379 37,052
Long-term portion of capital lease
obligations............................ 20,333 22,720 640,934
----------- ----------- -----------
Total liabilities................... 2,018,587 1,070,967 4,417,666
----------- ----------- -----------

Commitments and contingencies (notes 5
and 10)

Mandatory redeemable preferred stock.... 1,679,887 7,889,536 8,216,401
----------- ----------- -----------
Stockholders' deficit:
Common stock, no par value; 2,888,750
shares authorized; 1,063,586,
1,098,441, and 1,106,941 issued and
outstanding at December 31, 1997 and
1998 and June 30, 1999,
respectively......................... 94,168 103,580 107,818
Additional paid-in capital............ -- 203,013 681,978
Deferred compensation................. -- (187,534) (585,250)
Receivable from stockholder........... (43,683) (46,364) (47,765)
Accumulated deficit................... (1,364,624) (3,497,520) (7,652,738)
----------- ----------- -----------
Total stockholders' equity
(deficit).......................... (1,314,139) (3,424,825) (7,495,957)
----------- ----------- -----------
Total............................. $ 2,384,335 $ 5,535,678 $ 5,138,110
=========== =========== ===========

The accompanying notes are an integral part of these financial statements.

F-3

iGo CORPORATION

STATEMENTS OF OPERATIONS

Six-Month
Years Ended December 31, Periods Ended June 30,
------------------------------------- ------------------------
1996 1997 1998 1998 1999
----------- ----------- ----------- ----------- -----------
(Unaudited)

Revenues:
Net product revenue... $ 4,508,364 $ 7,421,631 $12,318,092 $ 5,779,002 $ 7,717,742
Development revenue... -- 665,716 502,004 502,004 --
----------- ----------- ----------- ----------- -----------
Total net revenues.. 4,508,364 8,087,347 12,820,096 6,281,006 7,717,742
Cost of goods sold...... 2,976,722 5,320,218 8,602,057 4,274,685 5,013,078
----------- ----------- ----------- ----------- -----------
Gross profit............ 1,531,642 2,767,129 4,218,039 2,006,321 2,704,664
----------- ----------- ----------- ----------- -----------

Operating expenses:
Sales and marketing... 943,027 2,485,031 3,883,265 1,933,786 3,814,412
Product development... 87,157 112,851 510,762 160,607 711,855
General and
administrative....... 558,029 1,076,350 1,666,329 784,726 1,796,316
----------- ----------- ----------- ----------- -----------
Total operating
expenses........... 1,588,213 3,674,232 6,060,356 2,879,119 6,322,583
----------- ----------- ----------- ----------- -----------
Loss from operations.... (56,571) (907,103) (1,842,317) (872,798) (3,617,919)

Other income (expense):
Interest income....... 27,792 21,852 35,953 1,328 31,972
Interest expense...... (10,845) (2,931) (90,144) (42,525) (28,683)
Miscellaneous
(expense) income..... (5,060) 2,131 10,290 7,577 (214,107)
----------- ----------- ----------- ----------- -----------
Loss before provision
for income taxes....... (44,684) (886,051) (1,886,218) (906,418) (3,828,737)
Provision for income
taxes.................. -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net loss................ (44,684) (886,051) (1,886,218) (906,418) (3,828,737)
Preferred stock
dividends.............. (71,594) (140,434) (246,678) (74,502) (326,865)
----------- ----------- ----------- ----------- -----------
Net loss attributable to
common stockholders.... $ (116,278) $(1,026,485) $(2,132,896) $ (980,920) $(4,155,602)
=========== =========== =========== =========== ===========
Net loss per share--
basic and diluted...... $ (0.13) $ (1.11) $ (2.13) $ (0.99) $ (3.93)
=========== =========== =========== =========== ===========

Weighted-average shares
outstanding............ 900,000 923,927 999,591 989,786 1,057,750
=========== =========== =========== =========== ===========

The accompanying notes are an integral part of these financial statements.

F-4

iGo CORPORATION

STATEMENTS OF STOCKHOLDERS' DEFICIT

Common Stock Additional Receivable
------------------ Paid-in Deferred from Accumulated
Shares Amount Capital Compensation Stockholder Deficit Total
--------- -------- ---------- ------------ ----------- ----------- -----------

Balance, January 1,
1996................... 900,000 $ 50,000 $ -- $ -- $ -- $ (221,861) $ (171,861)
Net loss................ -- -- -- -- -- (44,684) (44,684)
Stock issued for note
receivable............. 147,600 39,852 -- -- (39,852) -- --
Mandatory redeemable
preferred stock
dividends.............. -- -- -- -- -- (71,594) (71,594)
--------- -------- -------- --------- -------- ----------- -----------
Balance, December 31,
1996................... 1,047,600 89,852 -- -- (39,852) (338,139) (288,139)
Net loss................ -- -- -- -- -- (886,051) (886,051)
Stock options
exercised.............. 15,986 4,316 -- -- -- -- 4,316
Accrued interest........ -- -- -- -- (3,831) -- (3,831)
Mandatory redeemable
preferred stock
dividends.............. -- -- -- -- -- (140,434) (140,434)
--------- -------- -------- --------- -------- ----------- -----------
Balance, December 31,
1997................... 1,063,586 94,168 -- -- (43,683) (1,364,624) (1,314,139)
Net loss................ -- -- -- -- -- (1,886,218) (1,886,218)
Deferred compensation on
stock options granted.. -- -- 203,013 (203,013) -- -- --
Compensation expense
related to stock
options................ -- -- -- 15,479 -- -- 15,479
Stock options
exercised.............. 34,855 9,412 -- -- -- -- 9,412
Accrued interest........ -- -- -- -- (2,681) -- (2,681)
Mandatory redeemable
preferred stock
dividends.............. -- -- -- -- -- (246,678) (246,678)
--------- -------- -------- --------- -------- ----------- -----------
Balance, December 31,
1998................... 1,098,441 103,580 203,013 (187,534) (46,364) (3,497,520) (3,424,825)
Net loss (unaudited).... -- -- -- -- -- (3,828,353) (3,828,353)
Deferred compensation on
stock options granted
(unaudited)............ -- -- 478,965 (478,965) -- -- --
Compensation expense
related to stock
options (unaudited).... -- -- -- 81,249 -- -- 81,249
Stock options exercised
(unaudited)............ 8,500 4,238 -- -- -- -- 4,238
Accrued interest
(unaudited)............ -- -- -- -- (1,401) -- (1,401)
Mandatory redeemable
preferred stock
dividends (unaudited).. -- -- -- -- -- (326,865) (326,865)
--------- -------- -------- --------- -------- ----------- -----------
Balance, June 30, 1999
(unaudited)............ 1,106,941 $107,818 $681,978 $(585,250) $(47,765) $(7,652,738) $(7,495,957)
========= ======== ======== ========= ======== =========== ===========

The accompanying notes are an integral part of these financial statements.

F-5

iGo CORPORATION

STATEMENTS OF CASH FLOWS

Cash flows from
operating activities:
Net loss.............. $ (44,684) $ (886,051) $(1,886,218) $ (906,418) $(3,828,353)
Adjustments to
reconcile net loss to
net cash used in
operating activities:
Compensation expense
related to stock
options.............. -- -- 15,479 6,966 81,249
Accrued interest on
stockholder note
receivable........... -- (3,831) (2,681) (1,321) (1,401)
Provisions for bad
debt and inventory... -- 226,823 465,908 182,561 418,201
Loss on sale
leaseback............ -- -- -- -- 219,576
Depreciation and
amortization......... 16,790 48,305 137,148 55,262 190,123
Changes in:
Accounts receivable.. (198,928) (856,850) 139,820 291,182 (1,812,132)
Inventory............ (256,229) (752,465) (399,281) (504,932) (416,970)
Prepaid expenses..... (39,807) (1,802) (40,699) (26,269) 68,056
Accounts payable,
accrued liabilities
and deferred rent... 125,374 1,428,136 (976,996) (210,574) 2,089,782
----------- ----------- ----------- ----------- -----------
Net cash used in
operating
activities......... (397,484) (797,735) (2,547,520) (1,113,543) (2,991,869)
----------- ----------- ----------- ----------- -----------
Cash flows from
investing activities:
Acquisition of
property and
equipment............ (95,562) (108,698) (838,622) (64,708) (629,626)
Acquisition of
intangibles and other
assets............... (13,015) (23,970) (9,123) (3,749) (144,011)
----------- ----------- ----------- ----------- -----------
Net cash used in
investing
activities......... (108,577) (132,668) (847,745) (68,457) (773,637)
----------- ----------- ----------- ----------- -----------
Cash flows from
financing activities:
Principal payments on
short-term note and
capital leases....... -- (86,195) (72,765) (45,131) (28,873)
Proceeds from sale
leaseback............ -- -- -- -- 702,377
Proceeds from exercise
of stock options..... -- 4,316 9,412 -- 4,238
Net proceeds from
issuance of mandatory
redeemable preferred
stock................ 1,467,861 -- 5,962,969 -- --
Net proceeds from
borrowings under line
of credit............ -- -- -- 1,227,131 583,413
----------- ----------- ----------- ----------- -----------
Net cash provided by
(used in) financing
activities......... 1,467,861 (81,879) 5,899,616 1,182,000 1,261,155
----------- ----------- ----------- ----------- -----------
Net increase (decrease)
in cash and cash
equivalents........... 961,800 (1,012,282) 2,504,351 -- (2,504,351)
Cash and cash
equivalents, beginning
of period............. 50,482 1,012,282 -- -- 2,504,351
----------- ----------- ----------- ----------- -----------
Cash and cash
equivalents, end of
period................ $ 1,012,282 $ -- $ 2,504,351 $ -- $ --
=========== =========== =========== =========== ===========
Supplemental disclosure
of cash flows
information:
Cash paid during the
period for interest.. $ -- $ 2,931 $ 90,144 $ 42,525 $ 28,683
=========== =========== =========== =========== ===========
Supplemental schedule
of noncash investing
and financing
activities:
Equipment acquired
through capital
leases............... $ -- $ 41,830 $ 18,993 $ 6,164 $ --
=========== =========== =========== =========== ===========
Mandatory redeemable
preferred stock
dividends accrued.... $ 71,594 $ 140,434 $ 246,678 $ 74,502 $ 326,865
=========== =========== =========== =========== ===========
Intangibles and other
assets acquired with
short-term notes..... $ -- $ -- $ 83,148 $ 83,148 $ --
=========== =========== =========== =========== ===========
Stock issued for note
receivables.......... $ 39,852 $ -- $ -- $ -- $ --
=========== =========== =========== =========== ===========
Deferred compensation
on stock options
issued............... $ -- $ -- $ 203,013 $ -- $ 478,965
=========== =========== =========== =========== ===========

The accompanying notes are an integral part of these financial statements.

F-6

iGo CORPORATION

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization

iGo Corporation (formerly Battery Express, Inc.) (the "Company") was
incorporated in California in 1993 and is headquartered in Reno, Nevada. The
Company is a leading provider of hard-to-find, model-specific accessories and
services for mobile electronic devices. Through its iGo.com website and
customer solutions representatives, the Company enables businesses and
individual consumers to efficiently identify, locate and purchase these
products and services. The Company's proprietary relational databases of over
6,500 products from more than 350 suppliers combined with its comprehensive
industry knowledge and service expertise, create a valuable one-stop solution
for its customers.

The Company's board of directors has authorized the filing of a registration
statement with the Securities and Exchange Commission that would permit the
Company to sell shares of the Company's common stock in connection with a
proposed initial public offering.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less at date of purchase to be cash equivalents, and such items are
recorded at cost, which approximates fair market value.

Inventory

Inventory is stated at the lower of first-in, first-out cost or market, and
consists primarily of batteries and electronic accessories.

Property and Equipment

Depreciation is recorded under the straight-line method over the following
estimated useful lives: leasehold improvements, remaining life of the lease;
furniture and fixtures, four to seven years; and purchased software, four
years. Costs of normal repairs and maintenance are charged to expense as
incurred.

Intangibles and Other Assets

The costs of trademarks, and copyrights acquired are being amortized on the
straight-line method over their remaining lives ranging from one to 15 years.
Amortization expense charged to operations in 1996, 1997, and 1998 was $3,636,
$24,463, and $45,978, respectively.

Income Taxes

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes,"
which requires recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Deferred income taxes reflect the net tax
effects of

F-7

iGo CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(a) temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income
tax purposes and (b) operating loss and tax credit carry forwards.

Concentrations of Credit Risk

As of December 31, 1996, 1997, and 1998, there were no customers that
represented a significant percentage of sales or accounts receivable.
Concentrations with respect to trade receivables are limited due to the
Company's large number of customers and their geographic and economic
dispersion. Financial instruments that potentially subject the Company to
credit risks consist primarily of cash accounts on deposit with banks, which,
at times, may exceed federally insured limits. The Company believes it is not
exposed to any significant credit risk related to cash or accounts receivable.

Revenue Recognition

Revenues from sales of products and shipping fees are recognized at the time
the merchandise is shipped to customers, net of any discounts and reserves for
expected returns.

Advertising and Promotional Expenses

The Company expenses advertising and promotional costs as they are incurred.
Advertising and promotional expenses for the years ended December 31, 1996,
1997 and 1998 were $413,880, $1,507,735 and $2,055,436, respectively.

Retirement Plans

The Company provides a tax-qualified 401(k) retirement plan for the benefit
of eligible employees. The plan is designed to provide employees with
retirement funds on a tax-deferred basis and allows for discretionary matching
by the employer. Currently, the Company does not match employee contributions.

Common Stock-Based Compensation

The Company accounts for its employee stock-based compensation in accordance
with the provision of Accounting Principles Board ("APB") Opinion No. 25 and
provides pro forma disclosures of material amounts, if any, in the notes to
the financial statements, as if the measurement provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation" had been adopted. The Company has
adopted SFAS No. 123 for stock-based compensation related to nonemployees.

Net Loss Per Share

Net loss per share--basic and diluted, is computed using the weighted-
average number of common shares outstanding during the period. Stock options
and warrants were not included in the computations because they would have
been antidilutive.

F-8

iGo CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

Fair Value of Financial Instruments

The Company's financial instruments include: accounts receivable, accounts
payable, notes payable and capital leases. The Company has estimated that the
carrying amount of accounts receivable, accounts payable and notes payable
approximates fair value due to the short-term maturities of these instruments.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect amounts reported in the financial statements. Actual amounts could
differ from those estimates.

Recent Accounting Pronouncements

Interim Financial Statements

The accompanying financial statements for the six-month periods ended June
30, 1998 and 1999 have been prepared by the Company, without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission.
Accordingly, certain interim information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of financial condition, results of operations, and cash flows
have been included. The results of operations for the interim periods should
not be considered indicative of results for a full calendar year. These
financial statements should be read in conjunction with the financial
statements, and notes thereto, in the Company's audited financial statements
for the year ended December 31, 1998.

2. ACCOUNTS RECEIVABLE

Accounts receivable consist of the following at December 31:

1997 1998
---------- ---------

Trade receivables................................... $1,088,416 $ 633,808
Allowance for bad debt.............................. (127,613) (169,594)
---------- ---------
Total accounts receivable, net.................... $ 960,803 $ 464,214
========== =========

F-9

iGo CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

3. INVENTORY

Inventory consists of the following at December 31:

1997 1998
---------- ----------

Products on hand................................... $1,097,029 $1,496,310
Inventory reserve.................................. -- (109,139)
---------- ----------
Total inventory, net............................. $1,097,029 $1,387,171
========== ==========

4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31:

1997 1998
---------- ----------

Leasehold improvements............................. $ 41,061 $ 37,418
Furniture and equipment............................ 236,844 498,956
Software........................................... 16,452 615,598
Accumulated depreciation........................... (63,646) (154,816)
---------- ----------
Total property and equipment, net................ $ 230,711 $ 997,156
========== ==========

5. LEASE COMMITMENTS

Operating Leases

The Company leases certain equipment under non-cancelable operating leases.
Lease expense for all equipment operating leases was $859 for the years ended
December 31, 1996, 1997, and 1998.

The Company leases its facility under a non-cancelable operating lease
through September 2002. This lease requires monthly rental payments, which
increase over the lease term. The Company records rent expense on a straight-
line basis, resulting in deferred rent, which is reflected as a liability on
the accompanying balance sheet. The Company may extend the lease term for an
additional five years. The Company recorded rent expense for the years ended
December 31, 1996, 1997, and 1998 of $41,644, $92,112, and $138,615,
respectively.

The following is a schedule of the future minimum lease payments under the
equipment and facility operating leases as of December 31, 1998:

Fiscal Year
-----------

1999.............................................................. $141,552
2000.............................................................. 148,718
2001.............................................................. 151,546
2002.............................................................. 104,372
--------
$546,188
========

F-10

iGo CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

Capital Leases

The Company conducts a portion of its operations with equipment under leases,
which have been capitalized. The leases are non-cancelable and expire on
various dates through October 2003. The capitalized value of the equipment is
approximately $64,937, and the related accumulated amortization is $3,004,
$3,600, and $13,547 as of December 31, 1996, 1997, and 1998, respectively. The
following is a schedule of the future minimum lease payments under capital
leases as of December 31, 1998:

Fiscal Year
-----------

1999............................................................. $ 19,900
2000............................................................. 15,625
2001............................................................. 3,084
2002............................................................. 3,084
2003............................................................. 2,569
--------
44,262
Amount representing interest..................................... (5,038)
--------
Net present value of future minimum lease payments............... 39,224
Current portion of capital lease obligation...................... (16,504)
--------
Noncurrent portion of capital lease obligations.................. $ 22,720
========

6. LINE OF CREDIT

In January 1998, the Company entered into a $900,000 line of credit with
Wells Fargo Bank, funds from which are to be used for general working capital
expenditures. The agreement was amended in June 1998, to increase the line of
credit to $1.5 million, expiring on August 31, 1999. This line of credit is
secured by receivables, inventory, and intangibles. Interest is payable monthly
at a rate of 1.75% above the prime rate (9.50% as of December 31, 1998). As of
December 31, 1998, no amounts were outstanding on this line of credit.

7. INCOME TAXES

The provision for income taxes recognized for the years ended December 31
consists of the following:

1996 1997 1998
-------- --------- ---------

Tax benefit at U.S. statutory rates...... $ 10,993 $ 301,259 $ 734,529
Other items.............................. (1,352) (4,117) (5,708)
Earnings while the Company was taxed as
an S corporation........................ 2,060 -- --
Stock options............................ -- -- (5,263)
Increase in valuation allowance.......... (11,701) (297,142) (723,558)
-------- --------- ---------
Tax benefit.............................. $ -- $ -- $ --
======== ========= =========

F-11

iGo CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

The following summarizes the effect of deferred income tax items and the
impact of temporary differences between amounts of assets and liabilities for
financial reporting purposes and such amounts as measured by tax laws. The tax
items composing the Company's net deferred tax asset as of December 31 are as
follows:

1997 1998
--------- ---------

Current deferred tax asset:
Accrued liabilities............................... $ 71,946 $ 183,863
Other............................................. (272) --
Valuation allowance................................ (71,674) (183,863)
--------- ---------
Net current deferred tax asset..................... -- --
Non-current deferred tax asset:
Net operating loss................................ 277,162 943,067
Other............................................. 12,107 13,037
Non-current deferred tax liability:
Difference between book and tax basis of fixed
asset and intangibles............................ (10,278) (65,744)
Valuation allowance................................ (278,991) (890,360)
--------- ---------
Net non-current deferred tax asset................. -- --
--------- ---------
Net deferred tax asset............................. $ -- $ --
========= =========

Due to the uncertainty of the realization of certain tax carryforward items,
a valuation allowance has been established in the aggregate amount of $350,665
and $1,074,223, at December 31, 1997 and 1998, respectively. Realization of a
significant portion of the assets offset by the valuation allowance is
dependent on the Company generating sufficient taxable income prior to the
expiration of the loss and credit carryforwards. As of December 31, 1997 and
1998, the Company had net operating loss carryforwards of approximately
$815,000 and $2,758,000, respectively, available to offset future taxable
income and credit carryforwards of approximately $2,000 available to offset
future taxes, which are available through 2018. The availability of the loss
and credit carryforwards may be subject to further limitation under Section 382
and 383 of the Internal Revenue Code in the event of a significant change of
ownership.

On June 14, 1996, the Company converted from an S corporation, which is taxed
at the stockholder level, to a C corporation. As the Company has generated
losses since inception, a pro forma tax benefit was not recorded for the period
prior to June 14, 1996.

8. EQUITY SECURITIES

Mandatory Redeemable Preferred Stock

The Company issued 611,250 shares of Series A mandatory redeemable preferred
stock ("Series A") during 1996 and 500,000 shares of Series B mandatory
redeemable preferred stock ("Series B") during 1998. Holders of Series A and
Series B are entitled to receive dividends at 8% per annum and may convert
their shares into common stock at a ratio of 1:1 excluding accrued dividends.
The conversion ratio for Series A is adjusted upon issuance of common stock at
less than

F-12

iGo CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

$2.67 per share. The conversion ratio for Series B is adjusted upon issuance of
common stock at less than $12.00 per share. Conversion is automatic upon an
initial public offering at a share price of not less than $7.50, with aggregate
proceeds of not less than $15.0 million.

If elected by the holders of 66 2/3% of the preferred stock then outstanding,
unconverted preferred stock is to be redeemed, on a quarterly basis, over eight
consecutive quarters beginning in June 2003 at the original issuance price plus
any declared but unpaid dividends, or upon a sale or merger of the Company
meeting certain criteria. Holders of Series A and Series B are also entitled to
a liquidation preference over common stock equal to the original price plus any
accrued but unpaid dividends.

No dividends have been declared or paid as of December 31, 1998. The Company
has recorded accrued dividends on Series A of $140,434 during the year ended
December 31, 1997 and $152,011 and $94,667 on Series A and Series B,
respectively, during the year ended December 31, 1998.

Warrants

In connection with the issuance of Series A, the Company issued warrants for
the purchase of 13,500 shares of common stock at $2.67 per share. The warrants
expire on June 14, 2003. The Company has reserved 13,500 shares of common stock
for issuance under outstanding warrants.

Issuance of Unvested Common Stock and Stockholder Loan

Also in connection with the issuance of Series A to an investor group, the
Company issued 147,600 shares of common stock to its president at $0.27 per
share in exchange for a note receivable of $39,852. These shares vest to the
president only upon the successful achievement of certain sales and
profitability performance goals or upon a sale of the Company at a price
sufficient to meet a specified internal rate of return criteria. At the
conclusion of the performance period, any unvested shares may be repurchased by
the Company, at the Company's discretion, at the original issuance price of the
stock. At December 31, 1998, the president had vested in 75% of the shares
issued under this arrangement.

The stockholder loan calls for interest to be accrued at 6% and is due upon
the sale of the Company or, if no sale occurs, on June 13, 2003. The
stockholder loan is secured by the stock issued under this arrangement.

9. STOCK OPTION PLAN

The Company has a stock option plan under which the board of directors has
reserved an aggregate of 271,400 shares of common stock for issuance. Under the
plan, the Company may grant incentive stock options to employees and non-
qualified stock options to employees, directors, and consultants.

Incentive stock options may be granted at a price not less than the estimated
fair market value of the common stock (110% of estimated fair value for options
granted to stockholders of 10% or more of the voting stock) at the date of
grant. Options are exercisable over periods not to exceed ten years

F-13

iGo CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

from the date of grant (five years for stockholders owning 10% or more of
common stock). Non-qualified options may be granted at a price not less than
85% of the estimated fair market value of the common stock at the date of grant
and are exercisable over periods not to exceed ten years. Estimated fair market
value of the Company's stock is determined annually by the Board of Directors.
Options can be exercised at any time following grant. The Company has the right
to repurchase at the option exercise price shares that have not vested. Options
granted to date vest over a four-year term, with 25% of the options vesting
after the first year and the remaining options vesting on a monthly basis
thereafter.

Stock option activity under the plan is as follows:

Number Weighted-Average
of Options Exercise Price
---------- ----------------

Balance, January 1, 1996....................... -- $ --
Granted...................................... 147,853 0.27
Forfeited.................................... (15,000) 0.27
------- -----
Balance, December 31, 1996..................... 132,853 0.27
Granted...................................... 51,500 0.27
Exercised.................................... (15,986) 0.27
Forfeited.................................... (57,867) 0.27
------- -----
Balance, December 31, 1997..................... 110,500 0.27
Granted...................................... 68,313 0.94
Exercised.................................... (34,855) 0.27
Forfeited.................................... (38,145) 0.27
------- -----
Balance, December 31, 1998..................... 105,813 0.70
Granted (unaudited).......................... 63,750 1.72
Exercised (unaudited)........................ (8,500) 0.27
Forfeited (unaudited)........................ (1,000) 1.20
------- -----
Balance, June 30, 1999 (unaudited)............. 160,063 $1.11
======= =====

The following table summarizes information about stock options outstanding
at:

Stock Options Outstanding Stock Options Exercisable
------------------------------- --------------------------
Weighted-Average Weighted- Number Weighted-
Exercise Options Remaining Average of Options Average
Price Outstanding Contractual Life Exercise Price Exercisable Exercise Price
-------- ----------- ---------------- -------------- ----------- --------------

December 31, 1997:

$0.27 110,500 9.1 years $0.27 15,000 $0.27

December 31, 1998:

$0.27 56,875 8.7 years $0.27 15,551 $0.27
$1.20 48,938 9.5 years $1.20 -- --

June 30, 1999 (unaudited):

$0.27 50,375 8.3 years $0.27 22,289 $0.27
$1.20 100,938 9.5 years $1.20 3,622 $1.20
$5.00 8,750 9.9 years $5.00 -- --

F-14

iGo CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

The Company recorded deferred compensation during 1998 aggregating $203,013
related to stock options. Compensation expense for 1998 totaled $15,479. The
remaining balance at December 31, 1998 will be recognized as expense over the
remaining vesting periods of the options as follows:

1999.............................................................. $ 50,751
2000.............................................................. 50,778
2001.............................................................. 49,076
2002.............................................................. 36,929
--------
$187,534
========

Deferred compensation was computed as the difference between the deemed fair
value of the common stock and the option exercise price at the date of grant of
the options. Deemed fair value was derived from prices paid by independent
investors in the Series A and Series B financings.

10. SUBSEQUENT EVENTS

Stock Options

Subsequent to December 31, 1998, the Company issued 116,277 stock options.
The options vest over four years. Compensation expense related to such options
will be recorded as follows:

1999.............................................................. $176,902
2000.............................................................. 248,425
2001.............................................................. 247,746
2002.............................................................. 247,746
2003.............................................................. 70,165
--------
$990,984
========

On July 16, 1999, the Board of Directors increased the aggregate number of
shares reserved for issuance under the stock option plan to 542,800, subject to
stockholder approval.

Lease Line of Credit

On June 28, 1999, the Company signed a $2.0 million equipment lease line of
credit with a leasing company. The line may be used to finance equipment
purchases. A portion of the line was used in a sale leaseback transaction of
certain computer hardware and software owned by the Company. The lease was
recorded as a capital lease, and resulted in a loss of $219,137 recorded in the
Company's statement of operations for the six-month period ended June 30, 1999.

In connection with this line, the Company issued a warrant to the leasing
company to purchase 2,688 shares of Series C mandatory redeemable preferred
stock ("Series C") at an exercise price of $40.91 (see below). The warrant
expires at the earlier of seven years from the date of the agreement or three
years following an initial public offering.

F-15

iGo CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

Series C Mandatory Redeemable Preferred Stock

On July 30, 1999, the Company received gross proceeds of approximately $5.8
million on the sale of Series C at $40.91 per share. The Series C shareholders
have the same rights, preferences, and privileges as the Series A and Series B
shareholders (see Note 8).

Subordinated Convertible Debt

On July 30, 1999, the Company entered into a $3.5 million subordinated
convertible debt agreement with a leasing company. Amounts borrowed under such
agreement bear interest at an annual rate of 11%. Interest only is payable for
the first 12 months, then principal and interest for the final 24 months.
$980,000 of such debt is convertible (at the leasing company's option) into
Series C at a conversion price of approximately $47.05 per share (115% of the
Series C financing price). Conversion must occur no later than 30 days
following delivery of notice of the Company's intention to conduct an initial
public offering of its common stock or an acquisition, or if no such notice
occurs, conversion may occur at any time during the term of the agreement at
the option of the leasing company.

Legal Proceedings

On July 19, 1999, the firm from whom the Company purchased the rights to its
1-800-Batteries toll free telephone number and name gave the Company notice
that they believe the Company has failed to cure a material breach of the
agreement with them. The notice also stated that they are terminating their
agreement with the Company and demanding a return of their rights as well as
unspecified monetary damages. At the same time, they made a demand for
arbitration of the matter with the American Arbitration Association in
Richmond, Virginia. The Company has not yet responded to such demand. After a
review of the Company's actions with respect to its agreement with this firm,
management believes that the Company has not materially breached the agreement.
Accordingly, the Company considers its agreement with them to be in full force
and effect and intends to defend its position vigorously in any applicable
arbitration proceedings. While management believes that the Company will
ultimately prevail in this dispute, many of its customers may rely on the 1-
800-Batteries phone number to reach a customer solutions representative and to
the extent that the arbitrator disagrees with the Company's position and allows
this agreement to terminate, the Company could be harmed, although it is
difficult to estimate the extent or materiality of such harm.

F-16

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by iGo in connection with the
sale of common stock being registered. All amounts are estimates except the SEC
registration fee, the NASD filing fee and the Nasdaq National Market listing
fee.

Amount
to be Paid
----------

SEC registration fee................................................. $17,584
NASD filing fee...................................................... 6,825
Nasdaq National Market listing fee...................................
Printing and engraving expenses......................................
Legal fees and expenses..............................................
Accounting fees and expenses.........................................
Blue sky qualification fees and expenses............................. 6,000
Transfer agent and registrar fees....................................
Miscellaneous expenses...............................................
-------
Total.............................................................. $
=======

Item 14. Indemnification of Officers and Directors.

Section 145 of the Delaware General Corporation Law permits a corporation to
include in its charter documents, and in agreements between the corporation and
its directors and officers, provisions expanding the scope of indemnification
beyond that specifically provided by the current law.

Article VI of iGo's restated certificate of incorporation provides for the
indemnification of directors to the fullest extent permissible under Delaware
law.

Article VI of iGo's bylaws provides for the indemnification of officers,
directors and third parties acting on behalf of iGo if such person acted in
good faith and in a manner reasonably believed to be in and not opposed to the
best interest of iGo, and, with respect to any criminal action or proceeding,
the indemnified party had no reason to believe his or her conduct was unlawful.

In addition to indemnification provided for in iGo's certificate of
incorporation and bylaws, iGo has entered into indemnification agreements with
its directors and executive officers. iGo intends to enter into indemnification
agreements with any new directors and executive officers in the future.

Item 15. Recent Sales of Unregistered Securities.

During the past three years, iGo has issued and sold the following
securities:

1. On October 22 and 29, 1998, iGo issued and sold, pursuant to a Series B
Preferred Stock Purchase Agreement, an aggregate of 500,000 shares of
Series B Preferred Stock to 14 investors at a purchase price of $12.00
per share for an aggregate offering price of $6,000,000.

II-1

2. On June 23, 1999, the Company issued a warrant representing the right to
purchase up to 2,688 shares of Series C Preferred Stock at an exercise
price of $40.91 per share to Comdisco, Inc. in connection with iGo's
entry into a $2,000,000 equipment lease line of credit arrangement.

3. On July 30, 1999, iGo issued and sold, pursuant to a Series C Preferred
Stock Purchase Agreement, an aggregate of 141,762 shares of Series C
Preferred Stock to 24 investors at a per share price of $40.91 for an
aggregate offering price of $5,799,483.

4. From June 6, 1996 through July 31, 1999, iGo granted options under its
Amended and Restated 1996 Stock Option Plan to purchase an aggregate of
383,943 shares of Common Stock at exercise prices ranging from $0.27 to
$30.56 per share to 59 employees, directors and consultants.

5. From August 26, 1997 through July 31, 1999, iGo sold 59,341 shares of
Common Stock at purchase prices ranging from $0.27 to $1.20 per share to
11 employees, directors and consultants, pursuant to exercises of stock
options granted under its Amended and Restated 1996 Stock Option Plan.

The issuances of the securities in Items 1, 2 and 3 above were deemed to be
exempt from registration under the Act in reliance on Section 4(2) of such Act
as a transaction by an issuer not involving any public offering. The issuances
described in Items 4 and 5 above were deemed exempt from Registration under the
Act in reliance upon Rule 701 promulgated under the Act. The recipients of
securities in each such transaction represented their intentions to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof, and appropriate legends were affixed to the
share certificates, options and warrants issued in such transactions. All
recipients had adequate access, through their relationships with iGo, to
information about iGo.

II-2

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

Exhibit
Number Description
------- -----------

1.1 Form of Underwriting Agreement

2.1* Agreement and Plan of Merger between iGo Corporation (a Delaware
corporation) and Battery Express, Inc. (a California corporation)

3.1 Third Amended and Restated Articles of Incorporation of Battery
Express (California)

3.2* Second Amended and Restated Certificate of Incorporation of iGo
Corporation (Delaware)

3.3 Bylaws of Battery Express (California)

3.4 Bylaws of iGo Corporation (Delaware)

4.1* Specimen Common Stock Certificate

4.2 Stock Subscription Warrant dated June 14, 1996

4.3 Warrant Agreement to Purchase Shares of Preferred Stock dated June 23,
1999

4.4 Second Amended and Restated Registration Rights Agreement dated as of
July 30, 1999, between Registrant and certain of its stockholders and
a warrantholder

5.1* Opinion of Hale Lane Peek Dennison Howard and Anderson, P.C.

10.1 Amended and Restated 1996 Stock Option Plan

10.2 1999 Employee Stock Purchase Plan

10.3 Form of Indemnification Agreement

10.4 Form of Change of Control Agreement (Model A)

10.5 Form of Change of Control Agreement (Model B)

10.6 Master Lease Agreement dated June 23, 1999, between the Registrant and
Comdisco, Inc.

10.7 Subordinated Loan and Security Agreement dated July 30, 1999, between
the Registrant and Comdisco, Inc.

10.8 Lease Agreement dated June 5, 1997, as amended, for facilities at 2301
Robb Drive, Reno, Nevada, between the Registrant and Dermody Family
Limited Partnership II and Guila Gail Turville

10.9+ NEC Computer Systems Division Authorized Reseller Master Agreement
Number 306552 dated June 23, 1999 between NEC Computer Systems
Division and the Registrant and addendum thereto

10.10 Ariba Supplier Link Program Memorandum of Understanding dated November
3, 1998, between Ariba Technologies, Inc. and the Registrant

16.1 Letter of Grant Thornton LLP

16.2 Letter of Frank, Rimerman & Co. LLP

21.1 Subsidiaries of the Registrant

23.1 Consent of Deloitte & Touche LLP, Independent Auditors

23.2 Consent of Counsel (included in Exhibit 5.1)

24.1 Power of Attorney (see Page II-5)

27 Financial Data Schedule

- --------
+Confidential treatment requested.
*To be filed by amendment.

II-3

(b) Financial Statement Schedules

Schedule II--Valuation and Qualifying Accounts................... S-1

Schedules not listed above have been omitted because the information required
to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters
to permit prompt delivery to each purchaser.

(b) Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referenced in Item 14
of this registration statement or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by a director, officer or
controlling person in connection with the securities being registered
hereunder, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palo Alto, County of
Santa Clara, State of California, on the 6th day of August 1999.

iGo Corporation

/s/ Ken Hawk
By: _________________________________
Ken Hawk
Chairman of the Board, President,
Chief Executive Officer and
Chief Energizing Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Ken Hawk and Mick Delargy, and each of
them acting individually, as his attorney-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement (including post-effective amendments) and any
related registration statement pursuant to Rule 462(b), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorney to any and all amendments
to said Registration Statement. Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:

Signature Title Date
--------- ----- ----

/s/ Ken Hawk Chairman of the Board, August 6, 1999
____________________________________ President, Chief Executive
(Ken Hawk) Officer and Chief Energizing
Officer (Principal Executive
Officer)

/s/ Mick Delargy Senior Vice President, August 6, 1999
____________________________________ Finance and Business
(Mick Delargy) Development, Chief Financial
Officer and Secretary
(Principal Financial and
Accounting Officer)

/s/ Darrell Boyle Director August 6, 1999
____________________________________
(Darrell Boyle)

/s/ David Callard Director August 6, 1999
____________________________________
(David Callard)

/s/ Peter Gotcher Director August 6, 1999
____________________________________
(Peter Gotcher)

II-5

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Balance at Accounts Balance at
Beginning Written End of
of Period Provisions Off Period
---------- ---------- ---------- ----------

Allowance for Bad Debt:

Year ended 12/31/98.............. $ 127,613 $ 356,769 $ 314,788 $ 169,594
========== ========== ========== ==========
Year ended 12/31/97.............. $ 47,000 $ 226,823 $ 146,210 $ 127,613
========== ========== ========== ==========
Year ended 12/31/96.............. $ 47,000 $ 679 $ 679 $ 47,000
========== ========== ========== ==========

Allowance for Sales Returns:

Year ended 12/31/98.............. $ 62,937 $1,968,599 $1,794,727 $ 236,809
========== ========== ========== ==========
Year ended 12/31/97.............. $ 7,183 $ 559,246 $ 503,492 $ 62,937
========== ========== ========== ==========
Year ended 12/31/96.............. $ -- $ 191,831 $ 184,648 $ 7,183
========== ========== ========== ==========

Inventory Reserve:

Year ended 12/31/98.............. $ -- $ 109,139 $ -- $ 109,139
========== ========== ========== ==========
Year ended 12/31/97.............. $ -- $ -- $ -- $ --
========== ========== ========== ==========
Year ended 12/31/96.............. $ -- $ -- $ -- $ --
========== ========== ========== ==========

S-1

EXHIBIT INDEX

Sequentially
Exhibit Numbered
Number Description Page
------- ----------- ------------

1.1 Form of Underwriting Agreement.........................

2.1* Agreement and Plan of Merger between iGo Corporation (a
Delaware corporation) and Battery Express, Inc. (a
California corporation)................................

3.1 Third Amended and Restated Articles of Incorporation of
Battery Express (California)...........................

3.2* Second Amended and Restated Certificate of
Incorporation of iGo Corporation (Delaware)............

3.3 Bylaws of Battery Express (California).................

3.4 Bylaws of iGo Corporation (Delaware)...................

4.1* Specimen Common Stock Certificate......................

4.2 Stock Subscription Warrant dated June 14, 1996.........

4.3 Warrant Agreement to Purchase Shares of Preferred Stock
dated June 23, 1999....................................

4.4 Second Amended and Restated Registration Rights
Agreement dated as of July 30, 1999, between Registrant
and certain of its stockholders and a warrantholder....

5.1* Opinion of Hale Lane Peek Dennison Howard and Anderson,
P.C....................................................

10.1 Amended and Restated 1996 Stock Option Plan............

10.2 1999 Employee Stock Purchase Plan......................

10.3 Form of Indemnification Agreement......................

10.4 Form of Change of Control Agreement (Model A)..........

10.5 Form of Change of Control Agreement (Model B)..........

10.6 Master Lease Agreement dated June 23, 1999, between the
Registrant and Comdisco, Inc...........................

10.7 Subordinated Loan and Security Agreement dated July 30,
1999, between the Registrant and Comdisco, Inc.........

10.8 Lease Agreement dated June 5, 1997, as amended, for
facilities at 2301 Robb Drive, Reno, Nevada, between
the Registrant and Dermody Family Limited Partnership
II and Guila Gail Turville.............................

10.9+ NEC Computer Systems Division Authorized Reseller
Master Agreement Number 306552 dated June 23, 1999
between NEC Computer Systems Division and the
Registrant and addendum thereto........................

10.10 Ariba Supplier Link Program Memorandum of Understanding
dated November 3, 1998, between Ariba Technologies,
Inc. and the Registrant................................

16.1 Letter of Grant Thornton LLP...........................

16.2 Letter of Frank, Rimerman & Co. LLP....................

21.1 Subsidiaries of the Registrant.........................

23.1 Consent of Deloitte & Touche LLP, Independent
Auditors...............................................

23.2 Consent of Counsel (included in Exhibit 5.1)...........

24.1 Power of Attorney (see Page II-5)......................

27 Financial Data Schedule................................

- --------
+Confidential treatment requested.
*To be filed by amendment.