As filed with the Securities and Exchange Commission on January 25, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

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NOOSH, INC.
(Exact name of registrant as specified in its charter)

Delaware 7379 77-0495080
(State or other
jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or
organization) Classification Code Number) Identification Number)

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3401 Hillview Avenue, Palo Alto, California, 94304
(650) 320-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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Ofer Ben-Shachar
President, Chief Executive Officer and Chairman
3401 Hillview Avenue, Palo Alto, California 94304
(650) 320-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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Copies To:

Laura A. Berezin, Esq. Steven B. Stokdyk, Esq.
Cooley Godward LLP Sullivan & Cromwell
Five Palo Alto Square 1888 Century Park East Blvd., 21st Floor
3000 El Camino Real Los Angeles, California 90067
Palo Alto, CA 94306-2155 (310) 712-6600
(650) 843-5000

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

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 (the "Securities Act"), 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 statement 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 Rule 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. [_]

CALCULATION OF REGISTRATION FEE

Proposed Maximum
Title of Each Case of Aggregate Amount of
Securities to be Registered Offering Price(1) Registration Fee
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Common Stock, $.001 par value................................ $58,000,000 $15,312
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(o).

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 that specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the 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. These +
+securities may not be sold until the registration statement filed with the +
+Securities and Exchange Commission is effective. This preliminary prospectus +
+is not an offer to sell nor does it seek an offer to buy these securities in +
+any jurisdiction where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion. Dated January 25, 2000.

[LOGO]

NOOSH, Inc.

Common Stock

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This is an initial public offering of common stock of NOOSH, Inc. All of the
shares of common stock are being sold by NOOSH.

Prior to this offering, there has been no public market for our common stock.
We estimate the initial public offering price will be between $ and $
per share. We have applied to have our common stock listed for quotation on the
Nasdaq National Market under the symbol "NOOS".

See "Risk Factors" beginning on page 6 to read about factors you should
consider before buying shares of our common stock.

----------

Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.

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

Initial public offering price.................................. $ $
Underwriting discount.......................................... $ $
Proceeds, before expenses, to NOOSH............................ $ $

To the extent that the underwriters sell more than shares of common
stock, the underwriters have the option to purchase up to an additional
shares from NOOSH at the initial public offering price less the
underwriting discount.

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The underwriters expect to deliver the shares against payment in New York,
New York on , 2000.

Goldman, Sachs & Co. Robertson Stephens

Banc of America Securities LLC

PaineWebber Incorporated

E*OFFERING

----------

Prospectus dated , 2000

[Description of Inside Front Cover Graphic: Graphic depicts the print job
work-flow and communication process before and after Noosh.com.

The graphic on the left-hand side of the page depicts the process before
Noosh.com and contains circles, squares and triangles, arranged in a circular
pattern, representing the parties involved in the print production process. In
the center of the circle is a square representing a print broker, a circle
representing the printing sales representative and a triangle representing the
print buyer. Connecting the three parties in the center of the circle with the
parties forming the outside of the circle are numerous lines representing the
multiple interactions among the multiple parties prior to deploying our
Noosh.com service.

The graphic on the right-hand side of the page depicts the process after
Noosh.com and also contains circles, squares and triangles, arranged in a
circular pattern, representing the parties involved in the print production
process. In the center of the circle is the Noosh logo. Lines connect the
Noosh logo with each of the parties forming the outside of the circle
representing the fact that Noosh acts as a central location enabling
collaboration among all the parties involved in the print production process.]

[Description of gatefold graphics: Graphic depicts Web site page views of our
Noosh.com service. In the center is a depiction of the first page of our Web
site. Underneath, in a semi-circle, are five additional graphics depicting
other Web site page views correlating to features available on Noosh.com.
Features highlighted are "open job", "request/accept estimates", "invite team
members to collaborate", "track current jobs" and "ship completed jobs." The
gatefold also contains logos of our users.]

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed
information regarding NOOSH, Inc., and our financial statements and the related
notes appearing elsewhere in this prospectus. Unless otherwise indicated, this
summary and all the information in this prospectus assumes the automatic
conversion of all outstanding shares of our preferred stock into shares of
common stock upon the closing of this offering, the reincorporation of NOOSH in
Delaware and no exercise of the underwriters' over-allotment option.

Our Business

Through December 31, 1999, we did not generate any revenues. Since we
initiated testing of our Noosh.com service in July 1999 through December 31,
1999, over 80 print buyers and print vendors have successfully processed over
350 print orders using Noosh.com. These print orders were processed by
companies using our service for evaluation purposes, and we received no
revenues from them. Our service is primarily targeted at companies with large
print-buying requirements and their print vendors. Print vendors who use our
service generally will pay us a transaction fee based on the size and volume of
the print order, and print buyers who use our service generally will pay us a
monthly fee. A number of major corporations have entered into user agreements
with us and have deployed our Noosh.com service, including Bank of America
Corp. and Wells Fargo & Company. In addition, to promote the acceptance of our
service by large print-buying companies, we have entered into strategic
agreements with leading vendors in the print industry. To date, these vendors
include Consolidated Graphics, Inc., R.R. Donnelley & Sons Company and Wallace
Computer Services, Inc.

Our Strategy

To grow our business and customer base and increase usage of our service we
intend to:

. Exploit our first-mover advantage;

. Build brand recognition;

. Develop strategic relationships with leading industry participants;

. Maintain technology leadership;

. Foster our commitment to customer service; and

. Pursue additional revenue opportunities.

Corporate Information

We were incorporated in California in August 1998 and reincorporated in
Delaware in 2000. Our corporate offices are located at 3401 Hillview
Avenue, Palo Alto, California 94304. Our telephone number at that location is
(650) 320-6000. Information contained on our Web site does not constitute part
of this prospectus. We have filed for federal trademark registration for NOOSH,
the NOOSH logo and LiveJobsSM. Other trademarks and tradenames appearing in
this prospectus are the property of their holders.

The Offering

Common stock offered by NOOSH.............. shares
Common stock to be outstanding after this
offering.................................. shares
Use of proceeds............................ For working capital and general
corporate purposes. See "Use of
Proceeds".
Proposed Nasdaq National Market symbol..... "NOOS"

The number of shares of common stock to be outstanding after this offering is
stated as of January 25, 2000 and includes:

. shares of common stock to be issued upon completion of this offering;
and

. 35,000 shares of common stock issuable upon exercise of a portion of an
outstanding warrant at an exercise price of $7.45 per share prior to this
offering.

The number of shares of common stock to be outstanding after this offering
excludes:

. 14,950,000 shares of common stock authorized for issuance under our employee
stock option plans, non-employee directors' stock option plan and our
employee stock purchase plan, of which 4,038,907 shares, at a weighted
average exercise price of $0.98, were subject to outstanding options as of
January 25, 2000;

. warrants for 1,141,309 shares of common stock that are exercisable as of
January 25, 2000 at a weighted average exercise price of $10.67; and

. warrants for an additional 2,148,850 shares of common stock that may become
exercisable in the future based on the holders meeting stated volume targets
for business conducted over our service.

SUMMARY FINANCIAL DATA

The following summary financial data are derived from our financial
statements included elsewhere in this prospectus. The pro forma balance sheet
data reflects the receipt of net proceeds of $15.6 million upon the issuance
and sale of 1,418,182 shares of series D preferred stock to R.R. Donnelley and
two other investors in January 2000. The pro forma as adjusted balance sheet
data reflects the receipt of net proceeds from the sale of shares of
common stock offered by us at an assumed initial public offering price of
$ per share after deducting an assumed underwriting discount and
estimated offering expenses payable by us and assumes the exercise of a portion
of an outstanding warrant for a total of 35,000 shares of common stock at an
exercise price of $7.45 per share prior to this offering.

Period from Period from
August 3, August 3,
1998 (date 1998 (date
of of
inception) inception)
to Year Ended to
December 31, December 31, December 31,
1998 1999 1999
------------ ------------ ------------
(in thousands, except share and
per share data)

Statements of Operations Data:
Costs and expenses:
Research and development............. $ 111 $ 3,053 $ 3,164
Sales and marketing.................. 96 9,412 9,508
General and administrative........... 107 1,795 1,902
Value of warrants granted in
connection with
marketing agreements................ -- 1,058 1,058
Amortization of deferred stock
compensation........................ -- 2,379 2,379
--------- ---------- ---------
Total operating expenses........... 314 17,697 18,011
Interest income, net................... -- (648) (648)
--------- ---------- ---------
Net loss............................... $ (314) $ (17,049) $ (17,363)
========= ========== =========
Net loss per share--basic and diluted.. $ (0.12) $ (3.99) $ (4.61)
========= ========== =========
Shares used in per share calculation--
basic and diluted..................... 2,521,485 4,275,090 3,763,399
========= ========== =========
Pro forma net loss per share--basic and
diluted............................... $ (1.11)
==========
Shares used in pro forma net loss per
share--basic and diluted.............. 15,356,918
==========

As of December 31, 1999
------------------------------
Pro Forma
Actual Pro Forma As Adjusted
------- ---------- -----------
(in thousands)

Balance Sheet Data:
Cash and cash equivalents........................ $48,349 $63,949 $
Working capital.................................. 47,238 62,838
Total assets..................................... 53,029 68,629
Long-term debt................................... 79 79
Total stockholders' equity....................... 50,892 66,492

RISK FACTORS

You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing our common stock.
Investing in our common stock involves a high degree of risk. Risks and
uncertainties, in addition to those we describe below, that are not presently
known to us or that we currently believe are immaterial may also impair our
business operations. If any of the following risks actually occurs, our
business, operating results and financial condition could be seriously harmed.
In addition, the trading price of our common stock could decline due to the
occurrence of any of these risks, and you may lose all or part of your
investment. See "Note Regarding Forward-Looking Statements".

Risks Related to Our Business

Because our limited operating history makes it difficult to evaluate our
business, our future financial performance may disappoint securities analysts
or investors and result in a decline in our common stock price.

We were incorporated in August 1998 and have a limited operating history,
which makes an evaluation of our current business and prospects difficult.
Through December 31, 1999, we did not generate any revenues, and, due to our
limited operating history, it will be difficult to predict accurately our
future revenues or results of operations. This may result in one or more
quarters where our financial performance falls below expectations of analysts
and investors. As a result, the price of our common stock may decline.

In addition, because of our limited operating history, we have a limited
insight into trends that may emerge in our market and affect our business. Our
ability to succeed is subject to the risks and difficulties associated with
establishing a new business in the new and rapidly evolving market for
Internet-based print management services. Some of the specific risks and
difficulties we face include our ability to:

. turn our users into revenue-generating customers;

. increase the use of our service;

. educate prospective customers about the benefits of an Internet-based
service for managing the design, procurement and production of print orders;

. develop and enhance the NOOSH brand;

. develop and maintain relationships with print vendors;

. adapt to rapidly changing technologies and developing markets; and

. manage the growth of our operations and the increasing use of our services
effectively.

If our Internet-based service for managing the design, procurement and
production of print orders does not achieve widespread commercial acceptance,
we will be unable to generate and increase our revenues.

Widespread commercial acceptance of our service is critical to our future
success. If our potential customers do not recognize the value of, or choose
not to adopt our service, we will be unable to generate and increase our
revenues. The market for Internet-based print management services is new and
rapidly evolving. Most print buyers and print vendors currently coordinate the
procurement and management of customized print orders through either a
combination of telephone, facsimile and paper or through proprietary software
solutions. The acceptance of our service may be hindered by:

. the reluctance of prospective customers to change their existing print
purchasing habits and alter the nature of their direct print vendor
relationships;

. our failure to effectively communicate the value of our service to
prospective customers;

. the inability of our strategic partners to effectively co-market our service
to their customers; and

. the emergence of new technologies or industry standards that could cause our
service to be less competitive.

We expect to incur significant future operating losses and may never achieve
profitability, which may cause our stock price to decline.

We did not generate any revenues through December 31, 1999, and we have never
been profitable. We incurred a net loss of $11.1 million for the quarter ended
December 31, 1999 and a net loss of $17.0 million for the year ended December
31, 1999. We anticipate that we will continue to incur operating losses and net
losses for the foreseeable future. To become profitable, we must begin
generating revenues by converting our current users to paying customers and
obtaining new customers. Moreover, we currently expect to increase our
operating expenses significantly in connection with:

. expanding our sales and marketing organization and activities;

. continuing to develop our services and technology; and

. hiring additional personnel.

As a result, our losses may continue to increase in future periods, which may
cause our stock price to decline.

If we are unable to convert our existing users to revenue-generating customers
and attract new customers, we will be unable to achieve a critical mass of
print buyers and vendors, and our ability to expand our business will be
hindered.

Substantially all of the current users of our service are using it for
evaluation purposes and are not paying for its use. In addition, our user
agreements do not obligate our users to use our service in the future. We
cannot assure you that we will be able to convert our existing users to
revenue-generating customers or what price these customers will be willing to
pay for our service. In addition, large print buyers or vendors may be
unwilling to spend the time or money to adopt our service since the
implementation of our service can be complex and time consuming. Therefore, to
sell our service successfully, we must educate our potential customers on the
uses and benefits of our service, which can require significant time and
resources on our part. Consequently, we can not assure you that we will be able
to attract new customers. If we are unable to convert our existing users to
revenue-generating customers or attract new customers, our ability to expand
our business will be hindered.

Intense competition in our industry could substantially impair our business and
our operating results.

We expect competition in the market for print management services to
intensify significantly in the future because new competitors can enter the
market with little difficulty and can launch new Internet-based services for a
relatively low cost. Competitors may offer services superior to our current or
proposed offerings. Increased competition is likely to cause price reductions
and seriously harm our business. If we do not achieve market acceptance before
our competitors offer more attractive services, we will lose customers and our
market share will decline.

We currently or potentially will compete with a number of other companies,
including print vendors offering traditional methods of buying and managing
print orders and companies that offer

business-to-business Internet-based procurement systems or proprietary
management software. In addition, existing print vendors, including some of our
strategic partners, may develop competing Internet-based communication and
collaboration services for the management of print orders. Many of our
competitors have well-established relationships with our current users and
potential customers and have extensive knowledge of our industry. Print buyers
may be unwilling to adopt a new Internet-based system or may be more
comfortable adopting the Internet-based services offered by their current print
vendors.

Because our quarterly operating results are difficult to predict and likely to
fluctuate in future periods, we may fail to meet financial forecasts, which may
cause the market price of our common stock to decrease.

Operating results are difficult to predict and are likely to vary
significantly from quarter to quarter in the future. We compete in the general
printing market, which is characterized by individual orders from customers for
specific printing projects rather than long-term contracts. Continued
engagement for successive print orders depends on the customers' satisfaction
with our service. Therefore, the number, size and profitability of print orders
may fluctuate from quarter to quarter. As a result, our quarterly operating
results are difficult to predict and may fall below market analysts'
expectations in some future quarters, which could lead to a significant decline
in the market price of our stock.

In addition, our operating results will be impacted to the extent we incur
non-cash charges associated with stock-based arrangements with employees and
non-employees. In particular, we expect to incur substantial non-cash charges
associated with the grant of warrants to three print vendors and one print
buyer. For example, for the quarter ended December 31, 1999, we recorded a
charge of $1,058,000 in connection with portions of warrants issued to two
print vendors and we expect to record a charge of $3,180,813 in the quarter
ending March 31, 2000 in connection with a portion of the warrant issued to the
third print vendor. The remaining portions of these warrants and the entire
warrant to the print buyer are exercisable when the holders meet stated volume
targets for business conducted on or through our Noosh.com service. The
magnitude of each additional charge will be measured and the charge will be
taken when it becomes probable that the applicable volume targets will be
achieved. Accordingly the magnitude of these potential charges cannot be
currently calculated. However we expect that the charges will be relatively
large, and our operating results will be reduced correspondingly.

If we are unable to expand our sales, marketing and customer support
infrastructure successfully, our ability to increase sales of our service will
be compromised.

Our ability to expand our business will depend in part on recruiting and
training additional direct sales, marketing and customer support personnel,
including additional personnel in new geographic markets as we expand.
Competition for qualified sales, marketing and customer support personnel is
intense. We may not be able to expand our direct sales force successfully,
which would limit our ability to expand our customer base. We may be unable to
hire highly trained customer support personnel, which would make it difficult
for us to meet customer demands. Any difficulties we may have in expanding our
sales, marketing or customer support organizations will have a negative impact
on our ability to attract new customers and retain existing users.

If we are unable to retain our current management and product development
personnel and attract additional key personnel, we may not be able to manage
our business successfully or pursue our strategic objectives.

Our future success depends on the continued services of our current
management and product development personnel, including Ofer Ben-Shachar, our
President and Chief Executive Officer, David Hannebrink, our Vice President of
Marketing and Business Development, and Larry Slotnick, our Vice President of
Engineering. Our future success also depends on our continuing ability to

attract, hire, train and retain a substantial number of highly skilled
managerial, and technical personnel. Competition for top management and
technical personnel is intense, and we may not be able to recruit and retain
the personnel we need. In addition, many of our existing management personnel
have been employed by us for less than a year. Therefore, we cannot be certain
that we will be able to allocate responsibilities satisfactorily and that the
new members of our executive team will succeed in their roles. The loss of any
one of our key management personnel, or the inability to attract, retain and
integrate additional qualified personnel, would make it difficult for us to
manage our business successfully and pursue our strategic objectives.

If we cannot continuously enhance our technology and services in response to
rapid changes in customer needs, competitive offerings, industry standards and
technology, our service may become obsolete and we will be unable to compete.

Our future success will depend on our ability to maintain and develop
competitive technologies, to continue to enhance our current service and to
develop and introduce new services in a timely and cost-effective manner. If we
are unable to adapt to changing conditions, including evolving customer needs,
new competitive service offerings, emerging industry standards and rapidly
changing technology, our business will be harmed. Both the market for Internet-
based print management services and Internet commerce in general are subject to
rapidly changing technology and standards, changes in customer requirements and
frequent new product introductions and enhancements. We may be unable to
develop and market service enhancements or new services that respond to
changing market conditions or that will be accepted by print buyers. For
example, we may be unable to design the features or functionality that our
users require on a timely basis. Any failure by us to anticipate or to respond
quickly to changing market conditions, or any significant delays in the
development of new services or in the introduction of new features, could cause
users to delay or decide against purchasing our services.

We may incur substantial expenses pursuing new or complementary business
objectives, which may harm our operating results.

To the extent we expand internationally or pursue new or complementary
business opportunities outside the printing industry, we may not be able to
expand our service offerings and related operations in a cost-effective or
timely manner. Expansion of our business into other industries will require
significant additional expenditures and strain our personnel and resources. For
example, we may need to incur significant marketing expenses to develop
relationships with new suppliers and customers. We cannot be certain that we
will be able to expand our service outside the printing industry in a timely
and cost-effective manner. Even if we are successful in this regard, any
expanded service offerings may not achieve market acceptance, which could
damage our reputation.

Third parties may increase the fees they charge us for their technology or
refuse to license technology to us, which may increase our costs or harm our
service.

We rely on third parties to provide us with some software and hardware, for
which we pay fees. Although this technology is currently available, third
parties may increase their fees significantly or refuse to license their
software or provide their hardware to us. While other vendors may provide
similar technology, we cannot be certain that we would be able to obtain the
required technology on favorable terms or at all. If we cannot obtain the
required technology at a reasonable cost or this technology is inadequate, we
may incur additional expenses or experience delays or disruptions in our
service.

Our inability to protect our intellectual property rights from third-party
challenges may significantly impair our competitive position.

If we fail to protect our proprietary rights adequately, our competitors
could offer similar services, potentially harming our competitive position. We
rely on a combination of copyright, trademark and

trade secret laws and restrictions on disclosure to protect our intellectual
property rights. To date, we do not have any issued patents. We cannot be
certain that the steps we have taken to protect our intellectual property
rights will be adequate or that third parties will not infringe or
misappropriate our proprietary rights. We also cannot be sure that competitors
will not independently develop technologies that are substantially equivalent
or superior to the proprietary technologies employed in our Internet-based
service.

Our services may infringe on the intellectual property rights of third parties,
which may result in lawsuits and prevent us from selling our service.

In recent years, there has been significant litigation in the United States
involving patents and other intellectual property rights, including companies
in the Internet industry. We cannot be certain that our business activities
will not infringe on the proprietary rights of others, or that other parties
will not assert infringement claims against us. Any claim of infringement of
proprietary rights of others, even if ultimately decided in our favor, could
result in substantial costs and diversion of resources. If a claim is asserted
that we infringed the intellectual property of a third-party, we may be
required to seek licenses to that technology. We cannot be sure that licenses
to third-party technology will be available to us at a reasonable cost or at
all. If we were unable to obtain a license on reasonable terms, we could be
forced to cease using the third-party technology.

Risks Related to the Internet Industry

We depend on the increasing use of the Internet and on the growth of electronic
commerce. If businesses do not accept Internet-based print management services,
our business will fail.

For us to succeed, the Internet must continue to be adopted as a significant
business-to-business tool for managing enterprise-critical functions. To date,
many businesses have been deterred from using the Internet for a number of
reasons, including:

. unavailability of cost-effective, high-speed Internet access;

. inconsistent quality of service;

. potentially inadequate development of the global Internet infrastructure;
and

. the difficulty of integrating existing business software applications with
online systems.

Although the Internet has been widely adopted for business transactions, it
may not achieve broad market acceptance for managing the design, procurement
and production of print orders. Companies that have already invested
substantial resources in traditional methods of managing and producing printed
business materials may be reluctant to adopt new Internet-based services.

Any damage to or failure of our service could disrupt our business and
undermine our reputation.

Our success in attracting and retaining customers and convincing them to
increase their reliance on our Internet-based print management service depends
on our ability to offer customers reliable, secure and continuous service. This
requires us to ensure continuous and error-free operation of our systems. As
the volume of data traffic on our Web site and other systems increases, we must
continuously upgrade and enhance our technical infrastructure to accommodate
the increased demands placed on our systems. Our operations also depend in part
on our ability to protect our systems against physical damage from fire,
earthquakes, power loss, telecommunications failures, computer viruses, hacker
attacks, physical break-ins and similar events. Any software or hardware damage
or failure that causes interruption or an increase in response time of our
online service could reduce customer satisfaction and decrease usage of our
service.

In addition, we have entered into a colocation agreement with AboveNet, Inc.
to provide data center colocation, Internet connectivity, conditioned power and
support and maintenance of our hardware and software at AboveNet's San Jose,
California facility. Our operations depend on AboveNet's ability to protect its
and our systems against damage or interruption. We cannot be certain, and
AboveNet does not guarantee, that our service will be uninterrupted, error-free
or secure. Any interruptions, errors or breaches of security could harm our
business and our reputation.

Security risks and concerns may deter the use of the Internet for conducting e-
commerce, which may inhibit the use of our service and limit our growth.

Secure transmission of confidential information over public networks is
critical for conducting e-commerce. Advances in computer capabilities, new
discoveries in the field of cryptography or other events or developments could
result in compromises or breaches of our security systems. If any
well-publicized compromises of security were to occur, they could have the
effect of substantially reducing the use of the Internet for commerce and
communications, which could reduce usage of our service and harm our business.
Anyone who circumvents our security measures could misappropriate proprietary
information or cause interruptions in our service or operations. In the past,
computer viruses or software programs that disable or impair computers, have
been distributed and have rapidly spread over the Internet. Computer viruses
could be introduced into our systems or those of our users, which could disrupt
our network or make it inaccessible to users. We may be required to expend
significant capital and other resources to protect against the threat of
security breaches or to alleviate problems caused by breaches. To the extent
that our activities may involve the storage and transmission of proprietary
information, security breaches could expose us to a risk of loss or litigation
and possible liability. Our security measures may be inadequate to prevent
security breaches, and our business would be harmed if we do not prevent them.

Increasing governmental regulation on electronic commerce and legal
uncertainties could limit our growth.

The adoption of new laws or the adaptation of existing laws to the Internet
may decrease the growth in the use of the Internet, which could in turn
decrease the demand for our services, increase our cost of doing business or
otherwise harm our business. Few laws or regulations currently directly apply
to access to commerce on the Internet. Federal, state, local and foreign
governments are considering a number of legislative and regulatory proposals
relating to Internet commerce. As a result, a number of laws or regulations may
be adopted regarding Internet user privacy, taxation, pricing, quality of
products and services, and intellectual property ownership. How existing laws
will be applied to the Internet in areas such as property ownership, copyright,
trademark, trade secret, obscenity and defamation is uncertain. The recent
growth of Internet commerce has been attributed by some to the lack of sales
and value-added taxes on interstate sales of goods and services over the
Internet. Numerous state and local authorities have expressed a desire to
impose such taxes on sales to consumers and businesses in their jurisdictions.
The Internet Tax Freedom Act of 1998 prevents imposition of such taxes through
October 2001. If the federal moratorium on state and local taxes on Internet
sales is not renewed, or if it is terminated before its expiration, sales of
goods and services over the Internet could be subject to multiple overlapping
tax schemes, which could substantially hinder the growth of Internet-based
commerce, including sales of our service.

Risks Related to this Offering

In the future, we may need to raise additional capital to fund our operations.
Any difficulty in obtaining additional financial resources could force us to
curtail our operations or prevent us from pursuing our growth strategy.

We believe that the net proceeds of this offering, together with our existing
cash and cash equivalents, will be sufficient to meet our anticipated cash
needs for working capital and capital

expenditures for at least the next twelve months. However, after this period or
if our plans change, we may need to raise additional capital in order to fund
our operations and to pursue our growth strategy. Our future capital
requirements will depend on many factors that are difficult to predict,
including our rate of revenue growth, our operating losses, the cost of
obtaining new customers, the cost of upgrading and maintaining our
infrastructure and other systems and the size, timing and structure of any
acquisition that we complete. As a result, we cannot predict with certainty the
timing or amount of our future capital needs. We have no commitments for
additional financing, and we may experience difficulty in obtaining additional
funding on favorable terms or at all. Any difficulty in obtaining additional
financial resources could force us to curtail our operations or prevent us from
pursuing our growth strategy.

Any future funding may dilute the ownership of our stockholders or impose
limitations on our operations.

Our stock price may be volatile, and you may not be able to resell your shares
at or above the initial public offering price.

Prior to this offering, there has been no public market for our common stock.
The initial public offering price of our common stock will be determined
through negotiations between us and the representatives of the underwriters.

We cannot predict whether the market price of our common stock following this
offering will remain at or above its initial offering price. We also cannot be
certain whether an active trading market in the common stock will develop
following this offering and how liquid that market will be. As a result, if you
decide to purchase our shares, you may not be able to resell your shares at or
above the initial public offering price.

The market price for our shares of common stock is likely to be very volatile
due to a number of factors, including:

. variations in our quarterly operating results;

. changes in revenue and earnings estimates by analysts;

. changes in market valuations of similar companies;

. the gain or loss of significant customers;

. announcements of significant contracts by us or our competitors;

. acquisitions, strategic partnerships, joint ventures or capital commitments;

. additions or departures of key personnel;

. release of lock-up or other transfer restrictions on our outstanding shares
of common stock or sales of additional shares of common stock;

. general conditions in the Internet commerce and printing industries; and

. other events or factors that negatively affect the stock market.

In addition, the stock market in general has experienced extreme price and
volume fluctuations that have been unrelated to the operating performance of
particular companies. This is particularly characteristic of many companies in
the technology and emerging growth sectors. These broad market fluctuations
could materially adversely affect the market price of our common stock.

Our existing stockholders will be able to exercise significant control over all
matters requiring stockholder approval.

On completion of this offering, our executive officers, directors and 5%
stockholders, and other affiliates, will beneficially own, in the aggregate,
approximately % of our outstanding common

stock. As a result, these stockholders, acting together, would be able to
exercise significant control over all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions, which may have the effect of delaying or preventing a third party
from acquiring control over us.

Provisions of our charter documents and Delaware law contain provisions that
may discourage a takeover, which could limit the price investors might be
willing to pay in the future for our common stock.

Provisions of our certificate of incorporation and our bylaws may have the
effect of delaying or preventing an acquisition, a merger in which we are not
the surviving company or changes in our management. In addition, because we
reincorporated in Delaware, we are governed by the provisions of Section 203 of
the Delaware General Corporation Law. These provisions may prohibit large
stockholders, in particular those owning 15% or more of the outstanding voting
stock, from consummating a merger or combination including us. These provisions
could limit the price that investors might be willing to pay in the future for
our common stock.

Future sales of our common stock may depress our stock price.

Sales of our common stock into the market could cause the market price of
our common stock to drop significantly, even if our business is doing well.
After this offering, we will have outstanding shares of common stock
assuming no exercise of the underwriters' over-allotment option. All the
shares sold in this offering will be freely tradable at the date of
this prospectus. The remaining 32,275,626 shares of our common stock that will
be outstanding after this offering will be eligible for sale as follows:

Number of Shares Date eligible for sale
---------------- ----------------------

19,870,033 180 days after the date of this prospectus, if sales
meet the restrictions under federal securities laws

12,405,593 Beginning in November 2000, if sales meet the
restrictions under federal securities laws

The table above gives effect to lockup agreements with the underwriters or
agreements with us under which our directors, officers, employees and other
stockholders have agreed not to sell, transfer or otherwise dispose of their
shares of common stock for 180 days after the date of this prospectus. Goldman,
Sachs & Co. may, in its sole discretion and at any time without prior notice,
release all or any portion of the common stock subject to lock-up agreements.

Additionally, of the 4,038,907 shares that may be issued upon the exercise of
outstanding options as of January 25, 2000, approximately 606,796 shares will
be vested and eligible for sale 180 days after the date of this prospectus. As
of January 25, 2000, warrants for 1,141,309 shares of common stock were
exercisable and warrants for an additional 2,148,850 shares of common stock may
become exercisable in the future based on the holders meeting stated volume
targets for business conducted over our service. If exercised, the earliest
that these shares will be eligible for sale under Rule 144 is December 2000.
For a further description of the eligibility of shares for sale into the public
market following this offering, see "Shares Eligible for Future Sale".

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under "Prospectus Summary", "Risk Factors",
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", "Business" and elsewhere in this prospectus constitute forward-
looking statements. These statements involve known and unknown risks,
uncertainties and other factors that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different than any expressed or implied by these statements. In some cases, you
can identify statements by terminology such as "may", "will", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential", "continue" or the negative of these terms or other comparable
terminology.

Although we believe that the expectations reflected in the statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. We are under no duty to update any of the statements after the
date of this prospectus to conform these statements to actual results or events
except to the extent required under law.

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of the shares being
offered will be $ million, at an assumed initial public offering price of
$ per share after deducting an assumed underwriting discount and estimated
offering expenses payable by us. If the underwriters exercise their over-
allotment option in full, then we estimate that the net proceeds to us from the
sale of the shares being offered will be $ million.

The principal purposes of this offering are to fund our operations, create a
public market for our common stock, facilitate our future access to the public
capital markets and increase our visibility in the marketplace. We intend to
use the proceeds for working capital and general corporate purposes. In
particular, we expect to incur significant operating expenses in connection
with:

. expanding our sales and marketing organization and activities;

. continuing to develop our service and technology; and

. hiring additional personnel.

We may also use a portion of the net proceeds to acquire complementary
technologies or businesses. However, we currently have no commitments or
agreements and are not involved in any negotiations involving any of these
transactions. Pending use of the net proceeds of this offering, we intend to
invest the net proceeds in interest-bearing, investment grade securities.

DIVIDEND POLICY

We have never declared or paid cash dividends on our capital stock. We do not
anticipate paying any cash dividends in the foreseeable future. We currently
intend to retain any future earnings to finance the expansion of our business.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 1999 on
an actual, pro forma and pro forma as adjusted basis. The pro forma column
reflects the receipt of net proceeds of $15.6 million upon the issuance and
sale of 1,418,182 shares of series D preferred stock to R.R. Donnelley and two
other investors in January 2000 and the automatic conversion of all shares of
outstanding preferred stock, including series D, into 21,000,745 shares of
common stock upon the closing of this offering. The pro forma as adjusted
column reflects our pro forma capitalization plus:

. our sale of shares of common stock at an assumed initial public
offering price of $ per share, after deducting an assumed
underwriting discount and estimated offering expenses payable by us; and

. 35,000 shares of common stock issuable upon exercise of a portion of an
outstanding warrant at an exercise price of $7.45 per share prior to this
offering.

None of the columns reflect:

. 14,950,000 shares of common stock authorized for issuance under our employee
stock option plans, non-employee directors' stock option plan and our
employee stock purchase plan as of January 24, 2000, of which 4,038,907
shares were subject to outstanding options;

. warrants for 1,141,309 shares of common stock that were exercisable as of
January 24, 2000 at a weighted average exercise price of $10.67;

. warrants for an additional 2,148,850 shares of common stock outstanding as
of January 24, 2000 that may become exercisable in the future based on the
holders meeting stated volume targets for business conducted over our
service; and

. the issuance of 1,825,208 shares of common stock in connection with the
exercise of stock options after December 31, 1999.

You should read the table below along with our balance sheet as of December
31, 1999 and the related notes.

As of December 31, 1999
--------------------------------
Pro Forma
Actual Pro Forma As Adjusted
-------- --------- -----------
(in thousands, except share
data)

Cash and cash equivalents...................... $ 48,349 $ 63,949 $
-------- -------- ----
Long-term debt................................. $ 79 $ 79 $ 79
Stockholders' equity:
Preferred stock, par value $0.001; 14,035,000
shares authorized, actual; 15,200,000 shares
authorized pro forma; 5,000,000 shares
authorized, pro forma as adjusted;
13,195,849 shares issued and outstanding,
actual; no shares issued and outstanding,
pro forma and pro forma, as adjusted ....... 13 --
Common stock, par value $0.001; 45,000,000
shares authorized, actual and pro forma;
75,000,000 shares authorized, pro forma as
adjusted; 9,414,673 shares outstanding,
actual; 30,415,418 shares outstanding pro
forma; shares outstanding pro forma as
adjusted ................................... 9 30
Additional paid-in capital................... 81,955 97,547
Deferred stock compensation.................. (13,408) (13,408)
Notes receivable from common stockholders.... (314) (314)
Deficit accumulated during the development
stage....................................... (17,363) (17,363)
-------- --------
Total stockholders' equity ................ 50,892 66,492
-------- --------
Total capitalization..................... $ 99,241 $130,441 $
======== ======== ====

DILUTION

Our pro forma net tangible book value as of December 31, 1999 was $66.5
million, or $2.18 per share. Pro forma net tangible book value per share
represents the amount of our total tangible assets, reduced by the amount of
our total liabilities, divided by the total number of shares of common stock
outstanding after giving effect to the sale and issuance of 1,418,182 shares of
series D preferred stock in January 2000 and the automatic conversion of all
shares of outstanding preferred stock into 21,000,745 shares of common stock
upon the closing of this offering. Dilution in net tangible book value per
share represents the difference between the amount paid per share by purchasers
of shares of common stock in this offering and the net tangible book value per
share of common stock immediately after the completion of this offering. After
giving effect to the sale of the shares of common stock offered by us at
an assumed initial public offering price of $ per share, after deducting
an assumed underwriting discount and estimated offering expenses payable by us
and after giving effect to the issuance of 35,000 shares of common stock upon
the exercise of a portion of a warrant at an exercise price of $7.45 per share
prior to this offering, our pro forma net tangible book value at December 31,
1999 would have been $ million or $ per share of common
stock. This represents an immediate increase in pro forma net tangible book
value of $ per share to existing stockholders and an immediate
dilution of $ per share to new investors purchasing shares at the
assumed initial offering price. The following table illustrates this dilution
on a per share basis:

Assumed initial public offering price per share...................... $
Net tangible book value per share at December 31, 1999............. $
Increase per share attributable to new investors...................
---
Net tangible book value per share after the offering.................
---
Dilution per share to new investors.................................. $
===

The following table summarizes, as of January 25, 2000, after giving effect
to the series D preferred stock issued, the differences between the existing
stockholders and new investors in this offering with respect to the number of
shares of common stock and preferred stock purchased from us, the total
consideration paid to us and the average price per share paid:

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

Existing stockholders............... 32,275,626 % $ % $
New investors.......................
---------- --- ----- ---
Totals............................ 100% 100%
========== === ===== ===

The preceding tables assume no issuance of shares of common stock under
warrants or our stock plans after January 25, 2000. As of January 25, 2000,
there were outstanding:

. 4,038,907 shares subject to outstanding options at a weighted average
exercise price of $0.98 per share;

. warrants for 1,141,309 shares of common stock that are exercisable at a
weighted average exercise price of $10.67; and

. warrants for an additional 2,148,850 shares of common stock that may become
exercisable in the future based on the holders meeting stated volume targets
for business conducted over our service.

If all of these options were exercised, then the total dilution per share to
new investors would be $ .

SELECTED FINANCIAL DATA

The following selected financial data should be read together with our
financial statements and related notes, and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
in this prospectus. The statements of operations data and the balance sheet
data presented below have been derived from financial statements that have been
audited by PricewaterhouseCoopers, independent accountants, included elsewhere
in this prospectus.

Statements of Operations Data:
Costs and expenses:
Research and development.............. $ 111 $ 3,053 $ 3,164
Sales and marketing................... 96 9,412 9,508
General and administrative............ 107 1,795 1,902
Value of warrants granted in
connection with marketing
agreements........................... -- 1,058 1,058
Amortization of deferred stock
compensation......................... -- 2,379 2,379
--------- ---------- ---------
Total operating expenses............ 314 17,697 18,011
Interest income, net.................... -- (648) (648)
--------- ---------- ---------
Net loss................................ $ (314) $ (17,049) $ (17,363)
========= ========== =========
Net loss per share, basic and diluted... $ (0.12) $ (3.99) $ (4.61)
========= ========== =========
Shares used in per share calculation --
basic and diluted...................... 2,521,485 4,275,090 3,763,399
========= ========== =========
Pro forma net loss per share --
basic and diluted...................... $ (1.11)
==========
Shares used in pro forma net loss per
share --
basic and diluted...................... 15,356,918
==========

As of December
31,
--------------
1998 1999
------ -------
(in thousands)

Balance Sheet Data:
Cash and cash equivalents....................................... $1,117 $48,349
Working capital................................................. 902 47,238
Total assets.................................................... 1,239 53,029
Long-term debt.................................................. -- 79
Total liabilities............................................... 241 2,137
Total stockholders' equity...................................... 998 50,892

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

The following is a discussion of our operations and should be read together
with our financial statements and related notes included elsewhere in this
prospectus. This discussion contains forward-looking statements that involve
risks and uncertainties. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of factors
including, but not limited to, those set forth under "Risk Factors" and
elsewhere in this prospectus.

We were incorporated in August 1998, and we initiated testing of our service,
Noosh.com, in July 1999. We officially launched Noosh.com on October 1, 1999.
Since inception, our operating activities were related primarily to the design
and development of our Noosh.com service, building our corporate
infrastructure, establishing relationships with print buyers and vendors and
raising capital. During this time, we have grown our organization by hiring
personnel in key areas, particularly sales and marketing and research and
development. From inception through December 31, 1999, we accumulated net
losses of $17.4 million.

Through December 31, 1999, we did not generate any revenues. We intend to
generate revenues by charging print vendors a transaction fee based on the size
of the print order and the aggregate volume of orders processed by the
particular user. Some large print vendors will receive discounts based on
aggregate volume and other services they provide. In addition, print buyers
generally will pay a monthly fee for using our service. As of December 31,
1999, over 80 print buyers and print vendors successfully had processed over
350 print orders using our service. These print orders had an aggregate value
to the print buyers and print vendors of $3.36 million, with an average order
size in excess of $8,000. These print orders were processed by companies using
our service for evaluation purposes, and we received no revenues from them.

As we seek to expand our business, we intend to continue to commit
significant resources to sales and marketing and research and development
activities. We expect that we will incur losses and generate negative cash flow
from operations for the foreseeable future. Our ability to achieve
profitability depends upon our ability to increase our sales substantially. In
view of the rapidly changing nature of our business and our limited operating
history, we believe that period-to-period comparisons of our operating results,
including our operating expenses, are not necessarily meaningful and should not
be relied upon as an indication of our future performance.

In December 1999, we entered into agreements with two print vendors under
which they will be able to process their print orders using our service. In
connection with these agreements, we issued a warrant to one print vendor to
purchase 270,000 shares of common stock and a warrant to the other print vendor
to purchase 225,000 shares of common stock. 140,000 shares of common stock are
issuable immediately upon the exercise of a portion of one of the warrants at
an exercise price of $7.45, and 75,000 shares of common stock are issuable
immediately upon the exercise of a portion of the other warrant at an exercise
price of $11.00. The remaining portions of the warrants are exercisable when
the print vendors meet stated volume targets for business conducted over our
service at exercise prices ranging from $7.45 per share to the fair market
value of our common stock on the date the volume targets are met. Using the
Black-Scholes option pricing model and assuming a term of three years and
expected volatility of 60%, the fair value of the shares that are immediately
exercisable under the warrants approximated $1,058,000. Accordingly, we
recorded a charge of $1,058,000 for the quarter ended December 31, 1999. The
remaining shares under the warrants will be valued and a charge will be taken
in a similar manner when it becomes probable that the volume targets will be
met.

In January 2000, we entered into an agreement with a print buyer under which
the print buyer will be able to process its print orders using our service. In
connection with that agreement, we

issued to the print buyer a warrant to purchase 50,000 shares of common stock.
All of the shares are exercisable at an exercise price of $11.00 per share when
the print buyer meets a stated volume target for business conducted over our
service.

In January 2000, we entered into an agreement with R.R. Donnelley to co-
market and make our Noosh.com service available to R.R. Donnelley customers. In
connection with the agreement, R.R. Donnelley purchased 1,272,727 shares of
series D preferred stock for a total of $14.0 million. In addition, we issued
two warrants to R.R. Donnelley to purchase an aggregate of 2,780,159 shares of
common stock at an exercise price of $11.00 per share. A total of 961,309
shares of common stock are issuable immediately upon the exercise of a portion
of the warrants. The remaining portions of the warrants are exercisable when
R.R. Donnelley or, in the case of one of the warrants, a specific business unit
of R.R. Donnelley, meets stated volume targets for business conducted over our
service at an exercise price of $11.00 per share. Using the Black-Scholes
option pricing model and assuming a term of two years and expected volatility
of 60%, the fair value of the shares that are immediately exercisable under the
warrants approximated $3,180,813. Accordingly, we will record a charge of
$3,180,813 for the quarter ending March 31, 2000 in connection with these
warrants. The remaining shares under the warrants will be valued and a charge
will be taken in a similar manner when it becomes probable that the volume
targets will be met.

Options granted to our employees from our inception through December 31, 1999
have been granted at exercise prices which, based on the assumed initial public
offering price, are below the deemed fair market value for financial reporting
purposes. As of December 31, 1999, we had recorded aggregate deferred stock
compensation for these options of $15.8 million. The deferred stock
compensation is being amortized over the vesting periods of the stock options.
We recognized no deferred stock compensation expense during the period ended
December 31, 1998 and $2.4 million for the year ending December 31, 1999.
Future amortization based on options granted through December 31, 1999 is
anticipated to be approximately:

Year Ending December 31, Amount(s)
------------------------ ----------

2000......................................................... $8,152,000
2001......................................................... 3,372,000
2002......................................................... 1,534,000
2003......................................................... 350,000

In addition to these charges, we expect to record an additional $10.8 million
of deferred stock compensation for similar options granted from January 1, 2000
to January 15, 2000.

Results of Operations for the Period Ended December 31, 1998 and Year Ended
December 31, 1999

Operating Expenses

We categorize our operating expenses into research and development, sales and
marketing, general and administrative, value of warrants granted in connection
with marketing agreements and amortization of deferred stock compensation.

Research and Development. Research and development expenses consist of
personnel and other expenses associated with developing and enhancing software
in support of our Noosh.com service. Research and development expenses
increased from $111,000 for the period ended December 31, 1998 to $3.1 million
for the year ended December 31, 1999. These expenses in 1998 were comprised
primarily of salaries for an initial development team. In 1999, these expenses
consisted principally of staffing and associated costs related to the design
and development and maintenance of our Noosh.com service, and content and
design expenses. We believe that our success is dependent in large part on
continued enhancement of our Noosh.com service. Accordingly, we expect research
and development expenses to increase in future periods.

Sales and Marketing. Sales and marketing expenses consist primarily of
participation in trade shows, advertisements, personnel and related costs for
our marketing staff and customer support groups. Sales and marketing expenses
increased from $96,000 for the period ended December 31, 1998 to $9.4 million
for the year ended December 31, 1999. These increases primarily resulted from
expenses related to increases in sales and marketing personnel and
participation in industry trade shows for a full fiscal year. We intend to
increase our sales and marketing expenses to develop relationships with print
buyers, print vendors and providers of related services and build brand
recognition.

General and Administrative. General and administrative expenses consist
primarily of salaries to employees and fees for professional services. General
and administrative expenses increased from $107,000 for the period ended
December 31, 1998 to $1.8 million for the year ended December 31, 1999
primarily as a result of operations for the full fiscal year and the addition
of finance and administrative personnel as well as expenses related to
increased professional service fees. We expect general and administrative
expenses to increase in future periods to the extent we continue to expand
operations and bear the increased expenses associated with being a public
company.

Value of Warrants Granted in Connection with Marketing Agreements. For the
year ended December 31, 1999, we recognized costs totaling $1,058,000 related
to the valuation of the portion of warrants immediately exercisable upon
issuance to two print vendors.

Amortization of Deferred Stock Compensation. We recorded aggregate deferred
stock compensation of $15.8 million in connection with some of the stock
options we granted through December 31, 1999. We expensed $2.4 million of this
deferred stock compensation in the year ended December 31, 1999, related to
these stock options. The deferred compensation amounts are being amortized over
the vesting period of the stock options, generally four years.

Interest Income, Net

Interest income, net has been derived primarily from earnings on cash
investments. We had no interest income, net for the period ended December 31,
1998 and $648,000 for the year ended December 31, 1999, which resulted from
higher average cash balances for a full fiscal year in 1999. We expect our
interest income to increase in the short term as a result of our investing the
proceeds from our sale of series D preferred stock and this offering.

Income Taxes

We incurred operating losses and accordingly did not record a provision for
income taxes for any of the periods presented. On December 31, 1999, for
federal and state income tax purposes, we had net operating loss carryforwards
of $13.1 million and $150,000. These net operating losses will expire in the
years 2005 through 2019 if not utilized. Future changes in our share ownership,
as defined in the Tax Reform Act of 1986 and similar state provisions, may
restrict the utilization of carryforwards.

Liquidity and Capital Resources

Since our inception in August 1998, we have funded our operations primarily
through the sale of $79.6 million of equity securities. As of December 31,
1999, we had cash and cash equivalents of $48.3 million. In addition, in
January 2000, we raised $15.6 million from the sale of equity securities.

Net cash used in operating activities was $123,000 for the period ended
December 31, 1998 and $12.0 million for the year ended December 31, 1999. Net
cash used in operating activities for the period ended December 31, 1998
primarily resulted from operating losses of $314,000 incurred

during the period. Net cash used in operating activities for the year ended
December 31, 1999 primarily resulted from operating losses of $17.0 million,
partially offset by $3.4 million of amortization of deferred stock compensation
and the value of warrants granted in connection with marketing agreements.

Net cash used in investing activities was $72,000 for the period ended
December 31, 1998, and $3.7 million for the year ended December 31, 1999. The
cash used in investing activities in both periods was related principally to
purchases of computer equipment and, to a lesser extent, software and office
furniture to support expansion of our operations.

Net cash provided by financing activities was $1.3 million for the period
ended December 31, 1998, and $62.9 million for the year ended December 31,
1999. Cash provided by financing activities was primarily from proceeds of the
sale of our preferred stock.

As of December 31,1999, we had operating lease obligations of $1.7 million
for 2000, $606,000 for 2001 and $102,000 for 2002.

We believe that the net proceeds from this offering, together with our cash
and cash equivalents, will be sufficient to meet our anticipated cash needs for
working capital, operating expenses and capital expenditures for at least the
next twelve months. After twelve months, we may need additional capital.
However, we may need to raise additional funds sooner to fund additional
expansion, develop new or enhanced services, respond to competitive pressures
or make acquisitions. We cannot be certain that additional financing will be
available to us on favorable terms, if at all. If adequate funds are not
available on acceptable terms, our business will be harmed.

Year 2000 Readiness Disclosure

Many currently installed computer systems and software products are coded to
accept or recognize only two digit entries in the date code field. These
systems and software products will need to accept four digit entries to
distinguish dates before and after January 1, 2000. This could result in system
failures or miscalculations causing disruption of operations for any company
using computer programs or hardware. As a result, many companies' computer
systems may need to be upgraded or replaced in order to avoid year 2000 issues.

The majority of software and hardware we use to manage our business has been
purchased or developed by us within the last 24 months. While this does not
completely protect us against year 2000 exposure, we believe our exposure is
limited because the technology we use to manage our business is not based upon
legacy hardware and software systems.

To date, we have not experienced any material interruptions in our operations
related to the year 2000 issue. We have not incurred material costs with
respect to our year 2000 remediation efforts and do not expect that future
costs will be material. However, if we, or third-party providers of hardware,
software and communications services fail to remedy any future year 2000
issues, the result could be lost revenues, increased operating expenses, the
loss of users and other business interruptions, any of which could harm our
business. The failure to adequately address year 2000 compliance issues in the
delivery of products and services to our users could result in claims against
us of misrepresentation or breach of contract and related litigation, any of
which could be costly and time consuming to defend.

We have not developed and do not plan to develop any specific contingency
plans for year 2000 issues. Our worst case scenario for year 2000 problems
would be our inability to operate our Noosh.com service.

Quantitative and Qualitative Disclosures About Market Risk

The primary objective of our investment activities is to preserve principal
while at the same time maximizing the income we receive from our investments
without significantly increasing risk of loss. Some of the securities that we
may invest in may be subject to market risk. This means that a change in
prevailing interest rates may cause the market value of the investment to
fluctuate. For example, if we hold a security that was issued with a fixed
interest rate at the then-prevailing rate and the prevailing interest rate
later rises, the market value of our investment will probably decline. To
minimize this risk in the future, we intend to maintain our portfolio of cash
equivalents and short-term investments in a variety of securities, including
commercial paper, money market funds, government and non-government debt
securities. In general, money market funds are not subject to market risk
because the interest paid on such funds fluctuates with the prevailing interest
rate. As of December 31, 1999, we did not have any hedging instruments.

We operate solely in the United States and all expenses to date have been
made in United States dollars. Accordingly, we have not had any exposure to
foreign currency rate fluctuations.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133
establishes accounting and reporting standards, requiring that every derivative
instrument be recorded in the balance sheet as either an asset or liability
measured at its fair value. SFAS No. 133 is effective for fiscal years
beginning after June 30, 2000. Because we do not currently hold any derivative
instruments and do not engage in hedging activities, we do not believe that the
adoption of SFAS No. 133 will have a material impact on our financial position
or results of operations.

BUSINESS

Overview

We are a leading provider of business-to-business e-commerce solutions for
the printing industry. We have developed and operate Noosh.com, an Internet-
based communication and collaboration service for managing the design,
procurement and production of print orders. Our service is designed to address
the complex, multi-step process of completing a print order. It leverages the
benefits of the Internet to enable print buyers, print vendors and other
providers of related services to communicate and collaborate efficiently
throughout the life cycle of a print order. Our service is primarily targeted
at companies with large print-buying requirements and their print vendors.
Print vendors who use our service generally will pay us a transaction fee based
on the size and volume of the print order, and print buyers who use our service
generally will pay us a monthly fee. A number of major corporations have
entered into user agreements with us and have deployed our Noosh.com service,
including Bank of America and Wells Fargo. In addition, to promote the
acceptance of our service by large print-buying companies, we have entered into
strategic agreements with leading vendors in the print industry. To date, these
vendors include Consolidated Graphics, R.R. Donnelley and Wallace Computer
Services.

Industry Background

Growth of Business-to-Business Commerce on the Internet

The Internet has emerged as one of the fastest growing communications mediums
in history and is fundamentally reshaping the way businesses interact with
other businesses. The Internet enables businesses to integrate complex business
processes, exchange information easily with multiple partners and provide
buyers and sellers with a consistent means of executing transactions. As a
result, companies of all sizes are adopting Internet strategies to conduct
business. According to Forrester Research, business-to-business e-commerce is
expected to grow from $43 billion in 1998 to $1.3 trillion in 2003.

The widespread adoption of business-to-business e-commerce is driving the
demand for industry-specific solutions that offer scaleable and standardized
online business environments. These e-commerce solutions provide businesses
with opportunities to reduce the costs of accessing information and to expand
their ability to conduct transactions with multiple parties. Business-to-
business e-commerce solutions are being targeted at and are most likely to be
accepted by industries characterized by a large number of buyers, sellers and
intermediaries, a high degree of fragmentation, significant dependence on
information exchange, high transaction volumes and broad user adoption of the
Internet.

The U.S. Printing Industry

The U.S. printing industry is very large, with numerous print buyers, print
vendors and other providers of related services, interacting with one another
in the process of managing the design, procurement and production of printed
business materials. Total sales in the U.S. printing industry were $149 billion
in 1998, according to Printing Industries of America, an industry trade
association. Total worldwide sales in the printing industry were $365 billion
in 1999 according to TrendWatch, an independent market research firm. The
printing industry includes the following product categories:

. Basic business printing, which includes simple, standardized products such
as business cards, stationery and business forms;

. Promotional printing, which consists of customized products such as
brochures, direct mail and catalogs;

. Bill-of-material printing, which consists of customized packaging, labels
and other shipping materials;

. Publications, which includes newspapers, magazines and books; and

. Specialty printing, such as T-shirts, calendars and souvenirs.

The traditional process of designing, procuring and producing a print order
can require extensive collaboration by multiple parties and can be highly
inefficient. CAP Ventures, Inc., an independent print research firm, estimates
that for every $1 paid by a print buyer to a print vendor, there are $5 to $8
of additional costs associated predominantly with late fees, reworks, obsolete
materials and shipping. These expenses result from the traditional labor-
intensive process of managing a print order, as well as delays from and
miscommunications among the many people from multiple organizations who must
collaborate through the various steps required to complete a print order. Key
processes that require the coordination of multiple parties include job design
and specification, submitting requests for estimates, vendor selection, job
revision, production, warehousing, shipment and payment.

The U.S. printing industry is highly fragmented, with an estimated 51,000
printing businesses, 60,000 related creative concerns such as advertising
agencies, graphic design firms, publishers and corporate design groups, 12,000
print brokers and thousands of print-buying organizations. Contributing to this
fragmentation is the capital-intensive nature of print production, which causes
print vendors to specialize in specific print products based on the type of
equipment they own. Therefore, print vendors generally offer a limited
selection of customizable products.

This high degree of industry fragmentation and specialization generally leads
print buyers, particularly large enterprises with a broad range of printing
needs, to establish relationships with multiple print vendors. According to CAP
Ventures, a large print buying company spends between 6% and 15% of its annual
revenues to design, develop, procure, produce, distribute and store printed and
electronic documents and business communications programs. Each individual
print order typically involves the collaboration of multiple parties across
such varied organizations as the print buyer, print vendor, advertising agency,
independent designer, prepress specialist, bindery specialist, direct mailer
and print broker. Further, most large print buyers lack standardized
procurement, print management and tracking tools, hindering the development of
their spending and operating controls. According to CAP Ventures, over 80% of
print buyers manage the print process inefficiently, resulting in up to a 40%
waste of investment in annual print spending.

Limitations of Existing Print Management Processes

The typical process of producing a customized print product involves multiple
interactions among many people within numerous organizations, or a "many-to-
many" workflow process. For example, a large print buyer may engage advertising
and creative agencies to design, specify and buy print on its behalf.
Alternatively, print buyers may coordinate these processes in-house or rely on
a print broker to act as a sales middleman or project manager. Once a print
order is completed, direct mail and fulfillment companies often coordinate the
receipt, packaging and mailing of print products from several printers
simultaneously. As a result of this complicated production chain, we believe
that a print order which costs several thousand to several hundred thousand
dollars may require the collaboration of 10 to 30 people across three to seven
organizations.

Lacking a centralized system for coordinating these many-to-many workflow
processes, the production of customized print products traditionally has been
characterized by significant inefficiencies, including:
Print Buyer

. Numerous communications across multiple mediums, including telephone,
facsimile, email, voicemail and paper;

. Cumbersome, error-prone procurement cycle;

. Labor-intensive print vendor selection process;

. Inconsistent pricing from numerous print vendors;

. Difficulty managing, coordinating and accounting for numerous print orders
across multiple organizations and from numerous print vendors;

. Unreliable storage and delivery of content files; and

. Obsolete inventory, accounting for a significant percentage of annual print
spending.
Print Vendor

. High customer acquisition and retention costs;

. Costly sales order administration and customer service;

. Difficulty managing, coordinating and accounting for numerous print orders
across multiple organizations;

. Manual reconciliation of internal job specifications, changes, file and
production instructions;

. Rework resulting from poorly documented specifications and other errors; and

. Inefficient equipment utilization.

In addition, agencies and brokers who serve as intermediaries between print
buyers, print vendors and other providers of related services face many of
these same inefficiencies.

The most common method today for coordinating the procurement and management
of customized print orders remains a combination of telephone, facsimile and
paper. Using these "one-to-one" communication tools, print buyers and vendors
conduct the multiple steps required to manage the print order, including
design, proofing, rework and delivery, on an ad hoc basis. More recently, some
print buyers and vendors have adopted software solutions designed to automate
different elements of the design, procurement and production processes. While
these proprietary software solutions improve on some of the inefficiencies of
traditional paper and phone-based methods, they too are largely inadequate
because they are based on one-to-one processes, while corporate print orders
generally require many-to-many communications. More specifically, one-to-one
methods are inadequate because:

. the production of a customized print product requires extensive interaction
and collaboration across many organizations and among numerous parties;

. the creative process of producing a customized print product is dynamic and
highly iterative, requiring all parties to have input throughout the
process; and

. full automation of any single print buyer/print vendor solution can require
a substantial investment in proprietary software and system integration that
often cannot be leveraged across multiple print buyer/print vendor
relationships.

Collectively, these shortcomings make one-to-one solutions difficult to scale
and thus limit their widespread adoption by the printing industry. We believe
that print buyers, print vendors and the numerous providers of related services
involved in the production of a print order desire a standardized,
collaborative environment where they can easily manage the entire print order
life

cycle. We believe that these needs can be addressed with a comprehensive,
Internet-based communication and collaboration service for the management of
the design, procurement and production of print.

The NOOSH Solution

We have developed and operate Noosh.com, an Internet-based communication and
collaboration service for managing the design, procurement and production of
print orders. Our Noosh.com service is designed specifically to address the
complex needs of the printing industry and offers sophisticated functionality.
Key elements of our service include:

. providing a central location where all current information about a print
order is readily accessible through an Internet browser;

. enabling collaboration among all parties involved at each step of the print
order life cycle in a secure and scalable Internet environment; and

. enabling parties to build project specific working groups consisting of
participants from multiple organizations.

We believe that the principal benefits to print buyers, print brokers and
advertising agencies using our Noosh.com service are:

Increased Productivity. We provide online, real-time access to information
regarding the status of their print order, enabling more efficient job
management throughout the print supply chain. Our service is particularly
helpful to users who manage multiple jobs from several print vendors
simultaneously.

Reduced Print Purchasing Costs. Our service streamlines the print purchasing
process, allowing print buyers to reduce procurement costs and benefit from
better vendor management.

Shortened Job Lead Times. Noosh.com empowers print buyers with the ability to
design, procure and produce print orders more efficiently by enabling quick and
convenient collaboration between the multiple parties involved in the print
supply chain.

Better Tracking and Communication. Our service maintains a detailed history
of changes to job specifications and tracks print budgets and usage. Our
service also allows users to send messages and assign tasks to one another
within a standard communication environment.

We believe that our service also offers significant benefits to print
vendors, related suppliers, print brokers and advertising agencies, including:

Enhanced Customer Relationships. Noosh.com helps print vendors to serve their
customers better by allowing for improved responsiveness and higher quality
customer service relative to traditional methods of managing print.

Reduced Costs. Our service centralizes information, allowing print vendors to
reduce paperwork and improve accuracy, thereby limiting costly reworks and
document distributions.

Higher Sales Productivity. We offer print vendors the opportunity to access
new customers and markets through our service. Because our service streamlines
the procurement process, print vendors are able to reduce their selling and
marketing costs while extending their reach.

Minimal Initial Investment. Because Noosh.com is an entirely Internet-based
service and does not require the purchase of any software, print buyers and
print vendors are able to establish an Internet presence easily and quickly
with little or no initial investment.

Our Strategy

To grow our business and customer base and increase usage of our service, we
intend to:

Exploit Our First-Mover Advantage. We believe that our position as the first
company to offer a completely Internet-based service for managing the design,
procurement and production of print orders provides us with a first-mover
advantage. As of December 31, 1999, over 80 print buyers and print vendors have
used our service to process print orders for evaluation purposes. To increase
the number of print buyers, print vendors and other related parties using our
service, we intend to build on the existing print relationships of our current
users with other companies in the print supply chain. Our direct sales force,
comprised of 50 professionals as of December 31, 1999, will continue to target
large print buyers and print vendors.

Build Brand Recognition. We intend to develop the most well-known and trusted
brand as the leading Internet-based service for managing the design,
procurement and production of print orders. We intend to pursue an aggressive
brand development strategy through targeted advertising and promotions, press
coverage and participation in trade association and industry events.
Additionally, we will also rely on our co-marketing relationships with large
print vendors in order to build our brand recognition.

Develop Strategic Relationships with Leading Industry Participants. We intend
to develop strategic relationships to increase our customer base, broaden our
service offerings and enhance our technology platform. Specifically, we are
seeking co-marketing relationships with large print vendors and opportunities
with leading corporate procurement system providers and equipment
manufacturers. We have already entered into these agreements with Consolidated
Graphics, R.R. Donnelley and Wallace Computer Services under which they would
co-market our service to their customers. By aggressively pursuing strategic
relationships, we believe we can help strengthen our value proposition for both
print buyers and vendors and generate increased usage of our Noosh.com service.

Maintain Technology Leadership. We intend to maintain our technology
leadership by continuously improving the functionality of our services to meet
the evolving needs of our current users and our future customers. For example,
we intend to develop business relationships and product interfaces with
enterprise resource planning and business-to-business e-commerce software
vendors to ensure widespread compatibility of our services. Additionally, we
plan on developing links with the information systems of print vendors and
graphic file transfer and management services to improve production workflow,
reduce data entry at the print vendors' sites and provide complementary
services for print vendors.

Foster Our Commitment to Customer Service. We focus on serving the interests
of our users because we believe a loyal base of users will afford us a
significant competitive advantage. Throughout each phase of the design and
implementation of our service, we maintain an active and consistent dialogue
with our users. At every stage of our design process, we seek user feedback to
develop new versions of and add enhancements to our system to better serve the
needs of our users. We also intend to enhance our customer service capabilities
by expanding our customer support and account management teams and improving
our online training tools.

Pursue Additional Revenue Opportunities. We intend to pursue additional
revenue opportunities by expanding our business into other print-related
markets, such as creative design

process management and file and data storage. We also plan to expand
internationally into other markets that we believe would benefit from our
service. Further, we see applications for our technology in other non print-
related markets. Additionally, we intend to pursue selective acquisitions of,
or investments in, complementary products, services and businesses.

Products and Services

We provide a comprehensive, business-to-business, Internet-based
communication and collaboration service for managing the design, procurement
and production of print orders. Our service uses our patent-pending
LiveJobs(TM) technology to enable print buyers, print vendors and other
providers of related services involved in the print production and management
process to communicate and collaborate with each other regarding any print
order. After receiving a password-protected Noosh.com account, our service
allows each user to manage deadlines and client commitments and relationships
as well as to view detailed job and contact information through a user-friendly
interface.

Print buyers can easily create job specifications, submit the specifications
to print vendors for bids, award the print order to the chosen print vendor,
post the resulting print order online and collaborate with necessary parties
throughout the design, procurement and production stages of the print order.
Print vendors have access to the print buyer's specifications after they have
been asked to quote on a print order through Noosh.com. Print vendors may
submit quotes and subsequently manage print orders through our collaboration
and messaging capabilities. As the print order progresses, print buyers and
print vendors may notify each other of status changes, pose specification
questions, revise schedules, and collaborate on other aspects of the print
order in real time so that problems are resolved expeditiously.

Any print buyer or print vendor may use the service if they have a browser
and an Internet connection. Other than the browser, there is no special
software required to use Noosh.com.

With our service, we create a standardized environment which addresses the
printing industry's communications and procurement needs by:

. providing a central location where all current information about a print
order, including specifications, job status, estimates, change orders and
shipping instructions, is located;

. enabling collaboration among print buyers, print vendors and other providers
of related services involved in the print production and management process;

. enabling parties to build a team on a project and print order basis
consisting of participants from multiple organizations;

. assigning roles and privileges to individual team members, designating their
status and ability to view or make changes to a print order; and

. providing secure and selective access on print orders.

Our service enables print buyers, print vendors and other providers of
related services to communicate and collaborate efficiently throughout the life
cycle of a print order. The key features of our service are:

Estimating, Quoting and Specifications Management. Print jobs can be created
and submitted by buyers, and quoted online by print vendors, locally or
anywhere in the world. The buyer decides which and how many print vendors can
bid on a job. Job specifications and order revisions are managed consistently,
enabling buyers and print vendors to share common order description formats.

Order Management. Noosh.com provides online ordering, confirmation and order
status from design through delivery. This enables collaborative management and
tracking of orders by print

buyers, print vendors, graphic designers and direct mail and fulfillment
companies. Online records of complete order history and revisions give everyone
involved in the order a comprehensive, relevant, up-to-the-minute status.

Management Reporting. Noosh.com provides print buyers with access to a range
of detailed performance reports, including purchasing, client history and print
vendor activity. Noosh.com also provides print vendors with a variety of
detailed reports, including account history and sales performance.

Content Delivery and File Management. Noosh.com allows for text and graphic
file transfers, real-time proofing and job file archiving, which are key
features needed to develop an integrated and full-service online environment
for creating and producing complex print orders.

Integration with Other Systems. We have published application programming
interfaces to facilitate the integration of Noosh.com with enterprise software
and other Internet services employed by our users.

Industry Reference. Noosh.com provides profiles of print vendors registered
with our service for review by print buyers and advertising agencies. Our
service also contains reference information about the printing industry for all
visitors, regardless of whether they have an account with us.

Users

We primarily target large print buyers with significant print buying
requirements together with their printers. In addition, we also target print
brokers who serve large print buyers, printers and advertising agencies.

Since we initiated testing of our Noosh.com service in July 1999 through
December 31, 1999, over 80 print buyers and printers have used our service for
evaluation purposes to process print orders, for which we received no revenues.
As of January 25, 2000, the following is a list of print buyers, printers and
other providers of related services who have entered into agreements to pay us
for the use of our service if they decide to use our service:

Printers, Pre-Press Vendors
Print Buyers and Print Brokers
Aetna Services, Inc. Bayshore Press
Bank of America Corp. Commercial Printing Co.
Cran Barry, Inc. CRT Color Printing Co.
E*TRADE Group, Inc. Eastern Rainbow Inc.
Levi Strauss & Co. Gamma One, Inc.
Merrill Lynch Asset Management Graphic Finishers of America
Miller Freeman, Inc. Hart Graphics, Inc.
The Timberland Company Imperial Company
Wells Fargo & Company Iridio Digital Printing
LAgraphico.com
Printers with Co-Marketing Agreements Multiple Images Printing Inc.
Consolidated Graphics, Inc. and New Leaf Press
their 63 affiliated companies Newport Printing Systems
R.R. Donnelley & Sons Company Nova Graphics, Ltd.
Wallace Computer Services, Inc. Printing Express, Inc.
Prodigy Press, Inc.
Rhodes Productions
RW Nielsen Associates
Santa Cruz Web Integration and Design
Spencer & Worth, Ltd.
Waller Press
Wicklander Printing Corporation
Wintry Press

The following are case studies of two users which have adopted our Noosh.com
service:

Bank of America. Bank of America is one of the largest banking institutions
in the United States, providing its customers with a wide array of banking and
other financial services. Bank of America estimates that it spends between $50
million and $70 million annually on its print and print-related needs with 30
to 50 printers. Bank of America was looking for a way to increase the
productivity of its new marketing and communications departments, generate
savings by reducing its number of print vendors and provide an internal,
nationwide communications service for managing the design, procurement and
production of its print needs. We worked with Bank of America's San Francisco
and Charlotte offices to analyze their current print procurement and production
process. We have since then developed a specific application for their
invoicing and procurement process and a front-end tracking system. As a result
of deploying our service in both offices, Bank of America believes that it has
been able to reduce the time required for it to obtain estimates from print
vendors and that it has experienced an increase in the number of bids it
receives for print orders. In addition, Bank of America believes that our
service enables its marketing department to make more revisions, more
frequently, to print projects, track the costs of print projects and budget
spending in the future for similar projects. Through December 31, 1999, Bank of
America processed over 115 orders with 11 print vendors using Noosh.com. It is
currently in the process of deploying Noosh.com on a nationwide basis.

Aetna Services. Aetna Services is one of the largest healthcare insurers in
the United States. Aetna estimates that it buys over $120 million worth of
printed business materials annually from numerous print vendors. Aetna was
looking for a way to manage its multiple print vendors, quick production cycles
and complex print-buying requirements. In addition, Aetna needed a way to
identify trends in their buying practices and develop a community among their
in-house print buyers to improve print order tracking and scheduling. With
Noosh.com, Aetna expects to increase the productivity of its print buyers and
shorten print order turn-around time. Specifically, our service provided a
central location for Aetna's print buyers to collaborate on print orders and
track the status of numerous orders across an assortment of product lines. In
addition, with Noosh.com Aetna believes it has been able to significantly
reduce the time it takes to specify and order reprint work. Further, Aetna
believes that Noosh.com's scheduling and messaging capabilities will
dramatically expedite its print procurement process that, prior to Noosh.com,
had been manual and paper-intensive. As a result of deploying our service,
Aetna believes it will be able to significantly reduce the time required to
obtain estimates on its print orders. Aetna anticipates that our service will
also result in significant cost savings. For example, since deploying our
service, Aetna has found that it is easier to receive multiple bids on print
orders, thereby providing it with access to more competitive pricing. Further,
Aetna believes that the centralized tracking features of our service have given
them the ability to spot trends in their print buying that may result in cost
savings in the future. Through December 31, 1999, Aetna has processed over 37
orders with 12 print vendors using Noosh.com.

Sales, Marketing and Customer Service

We sell our service in the United States primarily through our direct sales
organization. As of December 31, 1999, our direct sales force consisted of 50
sales professionals located in twelve offices throughout the United States. We
believe that we have hired top sales professionals from leading printing,
graphic arts and enterprise software companies. Our sales force targets
executive level decision makers in large print-buying organizations across a
broad range of industries. We believe that these executives are also
influential in promoting the adoption of our service among print vendors. We
intend to expand our sales force into additional major markets across the
country in order to broaden our customer base.

Our marketing programs are designed to increase brand awareness, educate our
target market about our services and generate new sales opportunities. As of
December 31, 1999, our marketing

team consisted of 27 marketing professionals. We have engaged in marketing
activities that include trade shows, seminars, press relations, direct
mailings, Web site marketing, trade association relations and industry analyst
relations. We also have co-marketing agreements with large print vendors.

Our customer service organization assists users in planning, learning and
implementing our Noosh.com service. As of December 31, 1999, we employed nine
professionals in our customer service organization. We have a technical support
team available to users by telephone, over the Internet or by electronic mail
in order to resolve their customer support requests. In addition, we offer
training to users of our Noosh.com service through live classes.

Our ability to expand our business will depend in part on recruiting and
training additional direct sales, marketing and customer support personnel,
including additional personnel in new geographic markets as we expand.
Competition for qualified sales, marketing and customer support personnel is
intense. We may not be able to expand our direct sales or marketing force
successfully, which would limit our ability to expand our customer base. We may
also not be able to hire highly trained customer support personnel, which would
make it difficult for us to meet customer demands. Any difficulties we may have
in expanding our sales, marketing or customer support organizations will have a
negative impact on our ability to attract new customers and retain existing
users.

Strategic Relationships

We are actively seeking to develop strategic relationships with large print
vendors in which they would co-market our service to their customers. These
relationships are intended to help us rapidly gain adoption of our service. For
example, we have entered into strategic agreements with R.R. Donnelley,
Consolidated Graphics and Wallace Computer Services.

In January 2000, we entered into a co-development and co-marketing agreement
with R.R. Donnelley, a leading North American commercial printer and
information services company, to develop a co-branded Web site utilizing the
Noosh.com service for R.R. Donnelley's customers, particularly in the catalog,
magazine and book publishing markets. In the fiscal year ended December 31,
1998, R.R. Donnelley reported that revenues from these markets accounted for
over one-half of its consolidated net sales of $5.0 billion. Under the
agreements, we and R.R. Donnelley committed to actively promote and market the
Noosh.com service to R.R. Donnelley's customers. In connection with the
agreements, R.R. Donnelley purchased approximately $14.0 million of our
series D preferred stock. We issued R.R. Donnelley warrants to purchase our
common stock. A portion of each warrant is exercisable only when R.R. Donnelley
meets stated volume targets for business conducted over our service. R.R.
Donnelley also agreed to pay to us a transaction fee based on the aggregate
volume of print orders processed by them. R.R. Donnelley is not committed to
any volume targets.

We have also entered into agreements with corporate procurement system
providers such as Commerce One, Inc. and a memorandum of understanding with
Ariba Inc. to co-market and integrate the Noosh.com service with their online
business-to-business services, thus providing our users with a more complete
purchasing solution.

We rely on these types of relationships to help generate increased usage of
Noosh.com and strengthen our value proposition to our users. As a result, we
expect to continue to devote engineering and marketing resources to develop
these strategic relationships. However, we cannot be certain that we will be
able to enter into additional strategic relationships.

NOOSH Technology and System Architecture

Our Noosh.com service is a secure, reliable and scalable Internet-based
application that allows us to support our users worldwide from a single
location. It resides on our fault-tolerant servers

colocated at AboveNet's San Jose, California facility. Our users access
Noosh.com using standard Internet browsers, which eliminates the need to
install our software at the customer site and facilitates the rapid deployment
of product enhancements.

Our principal technical assets are our internally developed software
applications that comprise Noosh.com. Noosh.com is built on a multi-layer
system architecture, centered around our LiveJobs technology. Our distributed,
highly modular architecture is designed to run on a variety of hardware
platforms and will allow us to add capacity as transaction volumes increase.
Several of our application layers can be redundantly configured, which, when
combined with our distributed architecture, enables us to provide our service
on an ongoing basis, even in the event of a partial systems failure.

Communications Layer. The communications layer connects our service with our
customers' desktop computers. The ability to integrate these diverse systems
has enabled us to create a collaborative online environment supporting a wide
range of users. The NOOSH firewall filters the incoming data stream and
provides a first line of site security. Our communications architecture is
based on standard industry technologies and protocols.

Interface and Presentation Layer. The interface and presentation layer
provides the "look and feel" of Noosh.com. Based upon user requests and access
rights, this layer retrieves information from the lower layers of the system
and transforms it into presentable content, which is delivered to the desktop
by the communications layer.

LiveJobs Technology. Our LiveJobs technology delivers the business logic
necessary to allow the user to access, manage and communicate information about
each print order. Each print order is modeled in our application as a sequence
of user-determined workflow steps. In order to facilitate communication between
users, we have developed event notification and messaging capabilities that
assist our users in completing each workflow step. This notification subsystem
also enables communication with customers' third-party print management tools.

Enterprise Services Layer. The enterprise services layer facilitates
information exchange with our data repository. Our databases are implemented
using industry-leading database software from Oracle and run on standard server
hardware.

We control access to our service through login, authentication and
authorization mechanisms and user role definitions, allowing the automated
enforcement of access privileges. Our LiveJobs technology ensures that users
only see the information to which they are permitted access based on their role
in a job or project and their group manager's authorization.

Intellectual Property

We rely on a combination of copyright, trademark and trade secret laws and
restrictions on disclosure to protect our intellectual property rights. We also
enter into confidentiality agreements with our employees and consultants and
other third parties and control access to software, documentation and other
proprietary information. Currently we have four U.S. patents pending relating
to our Noosh.com service. We do not have any issued patents. We have also filed
for federal trademark registration for "NOOSH" and the "NOOSH" logo in the
United States, Canada, Japan and Europe and for "LiveJobs" in the United
States. However, we cannot be certain that the steps we have taken to protect
our intellectual property rights will be adequate or that third parties will
not infringe or misappropriate our proprietary rights. We also cannot be sure
that competitors will not independently develop technologies that are
substantially equivalent or superior to the proprietary technologies employed
in our Internet-based services. If we fail to protect our proprietary rights
adequately, our competitors could offer similar services, potentially harming
our competitive position and decreasing our revenues in the United States and
other jurisdictions.

In addition, in recent years, there has been significant litigation in the
United States involving patents and other intellectual property rights,
including among companies in the Internet industry. We cannot be certain that
our business activities will not infringe on the proprietary rights of others,
or that other parties will not assert infringement claims against us. Any claim
of infringement of proprietary rights of others, even if ultimately decided in
our favor, could result in substantial costs and diversion of resources. If a
claim is asserted that we infringed the intellectual property of a third party,
we may be required to seek licenses to that technology. We cannot be sure that
licenses to third-party technology will be available to us at a reasonable
cost, or at all. If we were unable to obtain a license on reasonable terms, we
could be forced to cease using the third-party technology.

Competition

We primarily encounter competition with respect to different aspects of our
service from traditional methods of designing and managing print orders and
from companies that offer business-to-business Internet-based procurement
systems or proprietary management software. In addition, existing print vendors
may develop competing Internet-based communication and collaboration services
for the management of print orders. Because there are relatively low barriers
to entry in the market for Internet-based print management services, we expect
additional competition from other established and emerging companies as the
market continues to develop and expand.

We believe that the principal competitive factors affecting our market
include adoption by a significant number of print buyers and print vendors,
product quality and performance, customer service, core technology, product
features and value of solution. Although we believe that our solution currently
competes favorably with respect to these factors, our market is relatively new
and is evolving rapidly. We may not be able to maintain our competitive
position against current and potential competitors, especially those with
significantly greater financial, marketing, service, support, technical and
other resources.

Some of our current and potential competitors have longer operating
histories, significantly greater financial, technical, marketing and other
resources and greater name recognition than we have. Many of our competitors
have well-established relationships with our current users and potential
customers and have extensive knowledge of our industry. Print buyers may be
unwilling to adopt an Internet-based system for managing the production of
their printed business materials. In addition, current and potential
competitors have established or may establish cooperative relationships among
themselves or with third parties to increase the ability of their products to
address customer needs. For example, other Internet-based print management
services may establish relationships with business-to-business procurement
system providers. Accordingly, it is possible that new competitors or alliances
among competitors may emerge and rapidly achieve customer acceptance.

Employees

As of December 31, 1999, we had 147 full-time employees. Of these employees,
we have 97 in sales and marketing, 35 in research and development and 15 in
general and administrative services and operations. None of our employees is
represented by a labor union, and we consider our labor relations to be good.

Facilities

We are headquartered in Palo Alto, California, where we lease approximately
23,000 square feet pursuant to a term lease that expires on December 31, 2000
and 9,000 square feet pursuant to a term lease that expires on December 31,
2001. These facilities are used for executive office space, including sales and
marketing, finance and administration, research and design and customer

support. We also lease an aggregate of approximately 16,000 square feet in
Santa Monica and Irvine, California; Atlanta, Georgia; Chicago, Illinois;
Needham, Massachusetts; New York, New York; and Portland, Oregon. These
facilities are used for our sales activities. The term lease for our facilities
in Needham, Massachusetts expires on October 21, 2002 and the term lease for
our facilities in New York, New York expires on November 15, 2000. The other
facilities are leased on a month-to-month basis. We believe that we will need
to obtain additional space for our headquarters and additional sales offices in
the near future and that this additional space can be obtained on commercially
reasonable terms.

Legal Proceedings

From time to time, we may be involved in various lawsuits and legal
proceedings which arise in the ordinary course of business. Currently, we are
not a party to any material litigation or arbitration proceedings.

MANAGEMENT

Executive Officers, Directors and Certain Key Employees

The following table sets forth information regarding our executive officers,
directors and certain key employees as of January 25, 2000:

Name Age Position(s)
---- --- ----------

Ofer Ben-Shachar........ 39 President, Chief Executive Officer and Chairman of the Board
Kevin Akeroyd........... 31 Vice President of Sales
David Hannebrink........ 49 Vice President of Marketing and Business Development
Raymond Martinelli...... 41 Vice President of Human Resources
Timothy Moore........... 43 Vice President of Strategic Alliances, General Counsel and Secretary
Hagi Schwartz........... 38 Vice President of Finance and Chief Financial Officer
Robert Shaw............. 37 Senior Vice President of Sales
Larry Slotnick.......... 48 Vice President of Engineering
Mathew Spolin........... 28 Chief Technology Officer
Steven Baloff........... 44 Director
Kathy Levinson.......... 44 Director
Arthur Patterson........ 56 Director

Ofer Ben-Shachar founded NOOSH and has served as our President, Chief
Executive Officer and Chairman of the Board since August 1998. From December
1994 until February 1998, Mr. Ben-Shachar was the founder, Chairman and Chief
Technical Officer of NetDynamics, Inc., an Internet-based technology company
that was acquired by Sun Microsystems Inc. in summer 1998. Prior to
NetDynamics, Mr. Ben-Shachar founded Software Xcellence, a software consulting
company, and served as president until December 1994. From June 1987 to October
1990, Mr. Ben-Shachar served as a senior software engineer for Teknekron
Software Systems, now Tibco Software Inc. Mr. Ben-Shachar holds a B.S. degree,
cum laude, in Math and Computer Science from Hebrew University in Jerusalem and
an M.S. in Computer Science from Washington State University.

Kevin Akeroyd has served as our Vice President of Sales since August 1999.
From July 1990 to August 1999, Mr. Akeroyd worked at R.R. Donnelley & Sons
Company, a provider of printing and integrated services, in a variety of
positions, including National Sales Vice President for their PreMedia division.
Mr. Akeroyd holds a B.A. degree in Business Administration from the University
of Washington.

David Hannebrink has served as our Vice President of Marketing and Business
Development since January 1999. From May 1997 to December 1998, he was a
consultant providing general management and marketing services to small and
mid-sized companies. In November 1982 he founded Covalent Systems Corporation,
a supplier of enterprise software and data collection systems for the printing
and electronic publishing industries. Mr. Hannebrink was with Covalent, and
with Logic Associates, Inc. after it acquired Covalent, until April 1997. He
served in several senior executive positions at Covalent, including service as
President and Chief Executive Officer of Covalent from March 1991 to April
1995. Most recently, he served as Vice President Sales and Marketing of Logic.
Mr. Hannebrink holds a B.S. degree in Mechanical Engineering from Cornell
University, an S.M. degree in Mechanical Engineering from the Massachusetts
Institute of Technology and an M.B.A. degree from the Leavey School of Business
at Santa Clara University.

Raymond Martinelli has served as our Vice President of Human Resources since
September 1999. From July 1995 to September 1999, Mr. Martinelli was Vice
President of Human Resources for Computer Curriculum Corporation, a provider of
educational software and services for K-12 schools. From August 1988 to July
1995, Mr. Martinelli was Divisional Human Resources Manager at Apple

Computer, Inc. Mr. Martinelli holds a B.A. degree in Organizational
Communications from California State University, Sacramento and an M.A. degree
in Organizational Development from Golden Gate University.

Timothy Moore has served as our Vice President of Strategic Alliances and
General Counsel since January 2000. Mr. Moore has also served as our Secretary
since inception. From October 1997 to January 2000, Mr. Moore was a partner in
the law firm of Cooley Godward LLP, where his practice focused on the
representation of emerging technology companies. Prior to joining Cooley
Godward, Mr. Moore served for two years as Vice President, Strategic
Investments and General Counsel of Verity, Inc. From 1986 to 1996, Mr. Moore
practiced law at Gray Cary Ware & Freidenrich, where he was elected partner in
1991 and was a member of the compensation committee. Mr. Moore holds a J.D.
degree from Stanford Law School and a B.A. degree in Economics, with
distinction, from Stanford University.

Hagi Schwartz has served as our Vice President of Finance and Chief Financial
Officer since October 1999. From January 1996 to October 1999, Mr. Schwartz
served as Chief Financial Officer and Vice President of Finance of Check Point
Software Technologies Ltd., a worldwide leader in securing the Internet. From
April 1991 to December 1995, Mr. Schwartz served as the acting Chief Financial
Officer and Controller of Mercury Interactive Corporation, a software testing
company. Mr. Schwartz holds a B.A. degree in Accounting and Economics from Bar
Ilan University, Israel.

Robert Shaw has served as our Senior Vice President of Sales since January
2000. From July 1985 to January 2000, Mr. Shaw worked at R.R. Donnelley & Sons
Company, a provider of printing and integrated services, in a variety of
capacities including Senior Vice President of Sales and Marketing for the
Merchandise Media Business and Senior Vice President of Business-to-Business.
Mr. Shaw holds a B.A. degree in Business Administration and a B.S. degree in
Economics from Geneva College in Western Pennsylvania.

Lawrence Slotnick has served as our Vice President of Engineering since April
1999. From April 1997 to April 1999, he served as Vice President of Internet
and Enterprise Products at Apple Computer, Inc. where he was responsible for
charting Apple's strategic course for networking, collaboration and
communications products. From August 1995 to April 1997 he served as Vice
President of Engineering for the Global Business Systems division of Octel
Communications Corp. From March 1991 to June 1995, Mr. Slotnick served as Vice
President of Product Development in Apple's Claris subsidiary. Mr. Slotnick
holds B.S. and M.S. degrees in Computer Science from the University of
California, Berkeley.

Mathew Spolin has served as our Chief Technology Officer since January 1999.
Prior to joining us, Mr. Spolin was professional services and product manager
at Pangea Systems, Inc., a Java Fund startup specializing in development and
maintenance of large enterprise systems for pharmaceutical research. From March
1993 to April 1997, he was the senior bioinformatics architect for Human Genome
Sciences, Inc., a genomics and pharmaceutical company. Mr. Spolin holds a B.S.
in Computer Information Systems from The American University in Washington D.C.

Steven Baloff has served as a member of our board of directors since April
1999. Since February 1996, Mr. Baloff has worked for Advanced Technology
Ventures, a venture capital firm, and currently serves as a General Partner.
Prior to joining Advanced Technology Ventures, Mr. Baloff was Chief Executive
Officer and founder of Worldview, a co-creator of Travelocity. Mr. Baloff has
also held a variety of executive positions with Covalent Systems. Mr. Baloff
serves on the boards of directors of several privately held companies. Mr.
Baloff holds an A.B. degree in Economics from Harvard University and an M.B.A.
degree from Stanford University.

Kathy Levinson has served as a member of our board of directors since
November 1999. Since January 1999, Ms. Levinson has served as President and
Chief Operating Officer of E*TRADE Group, Inc., a global provider of electronic
personal financial services. Since January 1996, Ms. Levinson served as
President and Chief Operating Officer of E*TRADE Securities, Inc., a wholly
owned subsidiary of E*TRADE Group, Inc. From 1980 to 1994, Ms. Levinson worked
at Charles Schwab & Co., Inc., a securities brokerage firm, in a variety of
senior executive positions. Ms. Levinson holds a B.A. degree in Economics from
Stanford University.

Arthur Patterson has served as a member of our board of directors since April
1999. He is currently General Partner at Accel Partners, a venture capital firm
which he co-founded in 1983. He is currently on the board of directors of
Actuate Corp., a software company, Weblink Wireless Inc., a wireless managing
company, and Portal Software Inc., a customer management and billing software
company, as well as several privately held Internet services companies. Mr.
Patterson holds A.B. and M.B.A. degrees from Harvard University.

Board Composition

We currently have four directors. Upon the closing of this offering, the
terms of office of the board of directors will be divided into three classes.
As a result, a portion of our board of directors will be elected each year. The
division of the three classes, the initial directors and their respective
election dates are as follows:

. the class I directors will be Ofer Ben-Shachar and Arthur Patterson, and
their term will expire at the annual meeting of stockholders to be held in
2001;

. the class II director will be Steven Baloff, and his term will expire at the
annual meeting of stockholders to be held in 2002; and

. the class III director will be Kathy Levinson, and her term will expire at
the annual meeting of stockholders to be held in 2003.

At each annual meeting of stockholders after the initial classification, the
successors to directors whose terms will then expire will be elected to serve
from the time of election and qualification until the third annual meeting
following election. In addition, our amended and restated certificate of
incorporation provides that the authorized number of directors may be changed
only by resolution of the board of directors. Any additional directorships
resulting from an increase in the number of directors will be distributed among
the three classes so that, as nearly as possible, each class will consist of
one-third of the directors. This classification of the board of directors may
have the effect of delaying or preventing changes in control or management of
NOOSH.

Board Committees

. Audit Committee. Our audit committee reviews our internal accounting
procedures and consults with, and reviews the services provided by, our
independent auditors. Current members of our audit committee are Steven
Baloff, Kathy Levinson and Arthur Patterson.

. Compensation Committee. Our compensation committee reviews and recommends to
the board of directors the compensation and benefits of all our officers and
reviews general policy relating to compensation and benefits of our
employees. The compensation committee also administers the issuance of stock
options and other awards under our stock plans. Current members of the
compensation committee are Steven Baloff and Arthur Patterson.

Compensation Committee Interlocks and Insider Participation

Neither member of the compensation committee has at any time been an officer
or employee of NOOSH. No interlocking relationship exists between our board of
directors or compensation committee and the board of directors or compensation
committee of any other company, nor has any interlocking relationship existed
in the past.

Director Compensation

We do not provide cash compensation to members of our board of directors for
their services as members of the board or for attendance at committee meetings.
Members of the board of directors are reimbursed for some expenses in
connection with attendance at board and committee meetings. Under our 1998
equity incentive plan and our 2000 equity incentive plan, non-employee
directors are eligible to receive stock option grants at the discretion of our
board of directors or other administrator of the plan. In May 1999, Arthur
Patterson, one of our non-employee directors, received an option to purchase
300,000 shares of common stock at an exercise price of $0.1375 per share. In
November 1999, Kathy Levinson, one of our non-employee directors, received an
option to purchase 100,000 shares of common stock at an exercise price of $1.50
per share. In January 2000, Steven Baloff, one of our non-employee directors,
received an option to purchase 25,000 shares of common stock at $2.50 per
share. These options vest over a three year period in equal monthly increments.

In January 1999, we adopted our 2000 non-employee directors' stock option
plan to provide for the automatic grant of options to purchase shares of our
common stock to our directors who are not employees of NOOSH or any of our
affiliates. Any non-employee director elected after the effective date of this
offering will automatically receive an option to purchase 25,000 shares of
common stock when elected to the board of directors. Starting at the annual
stockholder meeting in 2001, all non-employee directors will receive an annual
option to purchase 10,000 shares of common stock. See "--Stock Plans--2000 Non-
Employee Directors' Stock Option Plan" for a more detailed explanation of the
terms of these stock options.

Executive Compensation

The following table sets forth information concerning the compensation
received for services rendered to us by our Chief Executive Officer and our
four other most highly compensated executive officers in 1999 who earned, or
would have earned on an annualized basis, more than $100,000 during the fiscal
year ended December 31, 1999.

Summary Annual Compensation Table

Long-Term
Compensation
Awards
Annual (Option
Compensation Awards)
---------------- ------------
Number of
Securities
Underlying
Name and Principal Position Salary Bonus Options
--------------------------- -------- ------- ------------

Ofer Ben-Shachar................................. $163,333 -- --
President, Chief Executive Officer
and Chairman of the Board
Kevin Akeroyd(1)................................. 56,248 $25,004 100,000
Vice President of Sales
David Hannebrink(2).............................. 143,750 60,000 416,000
Vice President of Marketing
and Business Development
Hagi Schwartz(3)................................. 32,290 65,000 300,000
Vice President of Finance
and Chief Financial Officer
Lawrence Slotnick(4)............................. 107,116 15,000 450,000
Vice President of Engineering

- --------
(1) Mr. Akeroyd joined NOOSH in August 1999. On an annualized basis, Mr.
Akeroyd's base salary would have been $150,000. Mr. Akeroyd is guaranteed a
minimum monthly commission of $6,250 until January 1, 2001. Until January
1, 2001, Mr. Akeroyd is also eligible to receive an additional monthly
commission of $6,250 for achieving sales commission goals.
(2) Mr. Hannebrink joined NOOSH in January 1999. On an annualized basis, Mr.
Hannebrink's base salary would have been $150,000. Mr. Hannebrink is also
eligible to receive a bonus of $30,000 for each fiscal year upon
achievement of quarterly performance milestones.
(3) Mr. Schwartz joined NOOSH in October 1999. On an annualized basis, Mr.
Schwartz's base salary would have been $154,992.
(4) Mr. Slotnick joined NOOSH in April 1999. On an annualized basis, Mr.
Slotnick's base salary would have been $160,008. Mr. Slotnick is also
eligible to receive a bonus of $30,000 for each fiscal year upon
achievement of quarterly performance milestones.

Option Grants

The following table sets forth information regarding stock options granted,
if any, to our Chief Executive Officer and our four other most highly
compensated executive officers during the fiscal year ended December 31, 1999.
The exercise price for each option was equal to the fair market value of our
common stock on the date of grant as determined by our board of directors.
Percentage of total options as set forth below was calculated based on an
aggregate of 5,294,990 shares of common stock granted under the 1998 equity
incentive plan in fiscal 1999. The potential realizable value as set forth
below was calculated based on the ten-year term of the option and assumed rates
of stock appreciation of 5% and 10%, compounded annually from the date the
options were granted to their expiration date based on the fair market value of
the common stock on the date of grant and an assumed initial public offering
price of $ per share.

Option Grants During Fiscal 1999

Potential
Realizable
Value At
Assumed
Annual Rates
Percentage of Stock
of Total Price
Number of Options Appreciation
Securities Granted Exercise for Option
Underlying during Price Term
Options Fiscal Per Expiration -------------
Name Granted 1999 Share Date 5% 10%
---- ---------- ---------- -------- ---------- ------ ------

Ofer Ben-Shachar........ -- -- -- -- -- --
Kevin Akeroyd........... 100,000 1.9% $ 0.50 8/18/09
David Hannebrink........ 416,000 7.9% 0.0325 1/24/09
Hagi Schwartz........... 300,000 5.7% 1.00 10/7/09
Lawrence Slotnick....... 400,000 8.5% 0.1375 6/7/09
50,000 1.00 10/7/09

The options listed in the table above are subject to vesting. The option
shares vest over a four-year period, with 25% of the option shares vesting
after one year and 2.08% vesting monthly thereafter. See "Stock Plans" for a
description of the material terms of these options.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

The following table provides summary information concerning the shares of
common stock represented by outstanding stock options held by our Chief
Executive Officer and our four other most highly compensated executive officers
as of December 31, 1999. Options granted to purchase shares of our common stock
under our 1998 equity incentive plan are immediately exercisable by certain
optionees at the discretion of the board, but are subject to a right of
repurchase pursuant to the vesting schedule of each specific grant. The
repurchase option generally lapses over a four year period, with 25% lapsing
after the first year and 2.08% lapsing monthly thereafter. In the event that an
employee ceases to provide service to us or our affiliates, we have the right
to repurchase any of that employee's unvested shares of common stock at the
original option price. Amounts shown in the value realized column were
calculated based on the difference between the option exercise price and the
fair market value of the common stock on the date of exercise, without taking
into account any taxes that may be payable in connection with the transaction,
multiplied by the number of shares of common stock underlying the option.
Exercise prices ranged from $0.0325 to $1.00. We have calculated the value of
unexercised in-the-money options based on the assumed initial public offering
price of $ per share of common stock without taking into account any
taxes that may be payable in connection with the transaction, multiplied by the
number of shares underlying the option, less the aggregate exercise price
payable for these shares.

Number of
Securities
Underlying
Unexercised
Options at Value of Unexercised
December 31, In-the-Money Options at
Shares 1999 December 31, 1999
Acquired on Value --------------- -------------------------
Name Exercise Realized Vested Unvested Exercisable Unexercisable
---- ----------- -------- ------ -------- ----------- -------------

Ofer Ben-Shachar........ -- -- -- -- -- --
Kevin Akeroyd........... -- -- -- 100,000 $ --
David Hannebrink........ 416,000(1) $0.00 -- -- -- --
Hagi Schwartz........... 300,000(2) 0.00 -- -- -- --
Lawrence Slotnick....... -- -- -- 450,000 $ --

- --------
(1) As of December 31, 1999, 416,000 shares held by Mr. Hannebrink were
unvested and subject to repurchase by us.
(2) As of December 31, 1999, 300,000 shares held by Mr. Schwartz were unvested
and subject to repurchase by us.

Employment Agreements

At the time of commencement of employment, our employees generally sign offer
letters specifying the basic terms and conditions of employment. In October
1999, we entered into an employment offer letter with Hagi Schwartz, our Vice
President of Finance and Chief Financial Officer. Under his employment offer
letter, we granted Mr. Schwartz an option to purchase 300,000 shares of common
stock at an exercise price of $1.00 per share. This option will vest 25% on the
first anniversary of his date of hire with the remainder vesting monthly over
the following three years. In the event Mr. Schwartz voluntarily terminates his
employment or is involuntarily terminated without cause, he is entitled to six
months continued salary and benefits and our repurchase right with respect to
his option shares continues to lapse over the six-month period.

In January 2000, we entered into an employment offer letter with Timothy
Moore, our Vice President of Strategic Alliances, General Counsel and
Secretary. Under his employment offer letter, we granted Mr. Moore an option to
purchase 285,000 shares of common stock at an exercise price of $2.25 per
share. This option will vest 25% on the first anniversary of his date of hire
with the

remainder vesting monthly over the following three years. In the event Mr.
Moore is terminated without cause, he is entitled to six months continued
salary, benefits and vesting of stock options. In addition, in the event Mr.
Moore is terminated without cause before the first anniversary of his date of
hire, he is entitled to vesting for each month of employment.

In January 2000, we entered into an employment offer letter with Robert Shaw,
our Senior Vice President of Sales. Under his employment offer letter, we
granted Mr. Shaw an option to purchase 270,000 shares of common stock at an
exercise price of $2.50 per share. This option will vest 25% on the first
anniversary of his date of hire with the remainder vesting monthly over the
following three years. In the event Mr. Shaw is terminated without cause he is
entitled to twelve months continued salary and benefits. In addition, in the
event Mr. Shaw is terminated without cause before the first anniversary of his
date of hire, 25% of his option shares would become immediately vested.

Stock Plans

2000 Equity Incentive Plan

Our board of directors adopted our 2000 plan in January 2000, and our
stockholders approved the 2000 plan in 2000. The 2000 plan will be
effective on the effective date of this offering. At that time, no further
option grants will be made under our 1998 plan described in more detail below.

Share Reserve. A total of 6,000,000 shares of our common stock have been
reserved for issuance under the 2000 plan. On the date of each annual
stockholders' meeting, beginning with the annual stockholders' meeting in 2001,
the share reserve will increase by the least of the following:

. 4.5% of our total outstanding common stock;

. 2,000,000 shares of our common stock; or

. a lesser amount as determined by our board of directors.

When a stock award expires or is terminated before it is exercised, the shares
not acquired pursuant to the stock awards shall again become available for
issuance under the 2000 plan.

Eligibility. The 2000 plan permits the grant of options to employees,
directors and consultants. Options may be either incentive stock options, or
ISOs, within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended, or nonstatutory stock options, or NSOs. In addition, the 2000 plan
permits the grant of stock bonuses and rights to purchase restricted stock.

The 2000 plan is administered by our board of directors. Our board of
directors may delegate its authority to administer the 2000 plan to a committee
of two or more board members appointed by the board of directors. The
administrator has the authority to select the eligible persons to whom award
grants are to be made, to designate the number of shares to be covered by each
award, to determine whether an option is to be an ISO or NSO, to establish
vesting schedules, to specify the exercise price of options and the type of
consideration to be paid upon exercise and to specify other terms of awards.

In general, the term of the stock options granted under the 2000 plan may not
exceed ten years. An optionholder may not transfer a stock option other than by
will or the law of descent or distribution. The exercise price for an ISO
cannot be less than 100% of the fair market value of our common stock on the
date of grant. The exercise price for NSOs cannot be less than 85% of the fair
market value of our common stock on the date of grant. In the event the
optionholder is a 10% stockholder, then the exercise price per share of an ISO
cannot be less than 110% of the fair market value of our common stock on the
date of grant.

Unless the terms of an optionholder's stock option agreement provide for
earlier termination, in the event an optionholder's service relationship with
us ceases due to death, the optionholder's beneficiary may exercise any vested
options up to 18 months after the date the service relationship ends. In the
event an optionholder's service relationship with us ceases due to disability,
the optionholder may exercise any vested option up to twelve months after the
date the service relationship ends. If an optionholder's relationship with us
ceases for any reason other than disability or death, the optionholder may,
unless the terms of the stock option agreement provide for earlier termination,
exercise any vested options up to three months from the date the service
relationship ends.

ISOs may be granted only to our employees. The aggregate fair market value,
determined at the time of grant, of shares of our common stock with respect to
which ISOs are exercisable for the first time by an optionholder during any
calendar year under all of our stock plans may not exceed $100,000. No ISO may
be granted to any person who at the time of the grant owns or is deemed to own
stock possessing more than 10% of the total combined voting power of us or any
of our affiliates unless the term of the ISO award does not exceed five years
from the date of grant.

Effect on Options of a Change in Control. In the event of a change in control
in the beneficial ownership of NOOSH, all outstanding stock awards under the
2000 plan either will be assumed, continued or substituted for by any surviving
entity. If the surviving entity determines not to assume, continue or
substitute for these awards, the vesting provisions of such stock awards will
be accelerated and all outstanding awards will be immediately exercisable.
Awards not exercised prior to the effective date of the change of control shall
terminate and cease to be outstanding. In certain change in control
circumstances the vesting provisions of the outstanding stock awards will be
accelerated automatically. Furthermore, if a holder of a stock award is
terminated due to a constructive termination or involuntarily terminated
without cause within one month before or 13 months after a change in control,
the vesting of that holder's stock awards will be accelerated.

Other provisions. The terms of any stock bonuses or restricted stock purchase
awards granted under the 2000 plan will be determined by the administrator. The
administrator may award stock bonuses in consideration of past services without
a purchase payment. The purchase price of restricted stock under any restricted
stock purchase agreement will not be less than 85% of the fair market value of
our common stock on the date of grant. Shares sold or awarded under the 2000
plan may be subject to repurchase by us.

Our board of directors may amend or modify the 2000 plan at any time.
However, no amendment or modification shall adversely affect the rights and
obligations with respect to options or unvested awards unless the participant
consents to such an amendment or modification. In addition, the approval of our
stockholders is required for our board of directors to:

. increase the maximum number of shares issuable under the 2000 equity
incentive plan (except for permissible adjustments in the event of certain
changes in the company's capitalization);

. materially modify the eligibility requirements for participation; or

. materially increase the benefits accruing to participants.

1998 Equity Incentive Plan

Our board of directors adopted and our stockholders approved our 1998 equity
incentive plan in November 1998. The 1998 plan was amended in April 1999 and in
December 1999, and our stockholders approved both amendments. An aggregate of
8,000,000 shares of common stock currently are authorized for issuance under
the 1998 plan. Upon the effective date of this offering, no further option
grants will be made under the 1998 plan. The options granted under the 1998
plan have substantially the same terms as will be in effect for grants made
under the 2000 plan. With

respect to change in control provisions, all outstanding options under the 1998
plan either will be assumed or substituted by any surviving entity. If the
surviving entity determines not to assume or substitute such awards, the
vesting schedule of all outstanding awards shall accelerate and all outstanding
awards will be immediately exercisable. Awards not exercised prior to the
effective date of the change in control shall terminate and cease to be
outstanding on the effective date of a change in control.

As of January 25, 2000, options to purchase a total of 3,025,428 shares of
common stock had been exercised, none of which had been repurchased and
2,705,344 of which were subject to repurchase; options to purchase a total of
4,038,907 shares of common stock with a weighted average price of $0.98 per
share were outstanding; and 817,198 shares remained available for future
issuance under the 1998 plan. As of January 24, 2000, the board had not granted
any stock bonuses or stock appreciation rights under the 1998 plan.

2000 Employee Stock Purchase Plan

Our board of directors adopted the 2000 employee stock purchase plan in
January 2000, and our stockholders approved the 2000 stock purchase plan in
2000.

Share Reserve. A total of 600,000 shares of common stock have been authorized
for issuance under the 2000 purchase plan. On the date of each annual
stockholders' meeting, beginning with the annual stockholders' meeting in 2001,
the share reserve will increase by the least of the following:

. 1.5% of our total outstanding common stock;

. 600,000 shares of our common stock; or

. a lesser amount as determined by the board of directors.

The 2000 purchase plan is intended to qualify as an employee stock purchase
plan within the meaning of Section 423 of the Internal Revenue Code of 1986, as
amended. Under the 2000 purchase plan, eligible employees will be able to
purchase common stock at a discount price in periodic offerings. The 2000
purchase plan will commence on the effective date of this offering.

Eligibility. All employees are eligible to participate in the 2000 purchase
plan so long as they are employed by us, or a subsidiary designated by the
board of directors, for at least 20 hours per week and are customarily employed
by us, or a subsidiary designated by the board of directors, for at least five
months per calendar year. Any employee who is a 5% stockholder is not eligible
to participate in the 2000 purchase plan.

Under the 2000 purchase plan, employees who participate in an offering
generally may have up to 15% of their earnings for the period of that offering
withheld. The amount withheld is used on each purchase date of the offering
period to purchase shares of common stock. The price paid for common stock on
the purchase dates will equal the lower of 85% of the fair market value of the
common stock on the first day of the offering period or 85% of the fair market
value of the common stock on the purchase date. Employees may end their
participation in the offering at any time during the offering period, and
participation ends automatically on termination of employment.

Effect of a Change in Control. Upon a change in control of the beneficial
ownership of us, our board of directors has discretion to provide that each
right to purchase common stock will be assumed or an equivalent right
substituted by the successor entity or the board of directors may provide for
all sums collected by payroll deductions to be applied to purchase stock
immediately prior to the effective date of the change in control transaction.

Other Provisions. Our board of directors has the authority to amend or
terminate the 2000 purchase plan; provided, however, that no amendment or
termination of the 2000 purchase plan may adversely affect any outstanding
rights to purchase common stock. Amendments generally will be submitted for
stockholder approval only to the extent required by law.

2000 Non-Employee Directors' Stock Option Plan

Our board of directors adopted the 2000 non-employee directors' stock option
plan in January 2000, and our stockholders approved the 2000 non-employee
directors' stock option plan in 2000. The directors' plan will be effective
on the effective date of this offering.

Share Reserve. A total of 350,000 shares of our common stock have been
reserved for issuance under the 2000 directors' plan. When a stock option
expires or is terminated before it is exercised, the shares not acquired
pursuant to the stock option shall again become available for issuance under
the 2000 directors' plan.

Eligibility and Option Terms. The directors' plan permits the grant of NSOs
to non-employee directors. The 2000 directors' plan is administered by our
board of directors. However, the grant of stock options is automatic.

On the effective date of this offering, each non-employee director will
automatically be granted an option to purchase 25,000 shares of common stock,
unless that director has previously been granted an option. Any individual who
becomes a non-employee director after this offering will automatically receive
this initial grant upon being elected to the board of directors. On each annual
stockholders' meeting, beginning with the annual stockholders' meeting in 2001,
any person who is then a non-employee director will automatically be granted an
option to purchase 10,000 shares of common stock.

In general, the stock options granted under the directors' plan may not
exceed ten years. An optionholder may not transfer a stock option other than by
will or the law of descent or distribution. The exercise price for nonstatutory
stock options will be 100% of the fair market value of the common stock on the
date of grant.

Unless the terms of an optionholder's stock option agreement provide for
earlier termination, in the event an optionholder's service relationship with
us ceases due to death, the optionholder's beneficiary may exercise any vested
options up to 18 months after the date such service relationship ends. In the
event an optionholder's service relationship with us ceases due to disability,
the optionholder may exercise any vested option up to twelve months after the
cessation of service. If an optionholder's relationship with us ceases for any
reason other than disability or death, the optionholder may, unless the terms
of the stock option agreement provide for earlier termination, exercise any
vested options up to three months from the date the service relationship ends.

Effect on Options of a Change in Control. In the event of certain changes in
control in the beneficial ownership of us, the vesting provisions of all
outstanding stock options under the directors' plan will be accelerated and the
stock options will be terminated upon the change of control if not previously
exercised.

Other Provisions. Our board of directors may amend or modify the directors'
plan at any time. However, no such amendment or modification shall adversely
affect the rights and obligations with respect to options unless the
participant consents to such an amendment or modification.

401(k) Plan

We sponsor a 401(k) plan, a defined contribution plan intended to qualify
under Section 401(a) of the Internal Revenue Code of 1986, as amended. All
employees are eligible to participate. Participants may make pre-tax
contributions to the 401(k) plan of up to 25% of their eligible earnings,
subject to a statutorily prescribed annual limit ($10,500 in 2000). Under the
401(k) plan, each employee is fully vested in his or her deferred salary
contributions. Employee contributions are held and invested by the 401(k)
plan's trustee.

Each participant's contributions, and the corresponding investment earnings,
are generally not taxable to the participants until withdrawn. Individual
participants may direct the trustee to invest their accounts in authorized
investment alternatives.

Limitation of Liability of Directors and Indemnification Matters

Our amended and restated 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:

. 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 a director derives 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 amended and restated certificate of incorporation and bylaws provide that
we will indemnify our directors and officers, and may indemnify our other
employees and 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 that capacity and
certain other capacities, including serving as a director of another
corporation at the request of our board, 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 certificate of
incorporation and our bylaws. These agreements, among other things, provide for
indemnification of our directors and executive officers for expenses specified
in the agreements, including attorneys' fees, judgments, fines and settlement
amounts incurred by any of these persons in any action or proceeding arising
out of these persons' services as a director or officer for us, any of our
subsidiaries or any other entity 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 officers.

At present, we are not aware of any pending or threatened litigation or
proceeding involving a director, officer, employee or agent in which
indemnification would be required or permitted.

Change of Control Arrangements

In August 1998 and September 1998, we entered into founder stock purchase
agreements with Ofer Ben-Shachar, our President, Chief Executive Officer and
Chairman of the Board. Under the terms of the agreements, as amended in April
1999, approximately 33% of his shares were immediately vested with
approximately 1.85% of his shares vesting monthly thereafter. Upon involuntary
termination prior to a change of control of us, approximately 11% of his shares
would become immediately vested. Upon involuntary termination following a
change of control of us, 100% of his remaining unvested shares would become
immediately vested.

In October 1999, we entered into an employment offer letter with Hagi
Schwartz, our Vice President of Finance and Chief Financial Officer, and in
January 2000, we entered into an employment offer letter with Timothy Moore,
our Vice President of Strategic Alliances, General Counsel and Secretary. Under
the terms of their employment offer letters, Mr. Schwartz and Mr. Moore are
entitled to full acceleration of the unvested portion of their option shares in
the event of a change of control.

According to the terms of the stock option grants to three of our directors,
Steven Baloff, Kathy Levinson and Arthur Patterson, vesting of their option
shares will immediately accelerate upon a change of control transaction.

For more information about the change of control provisions under our stock
plans, See "--Stock Plans."

RELATED PARTY TRANSACTIONS

The following executive officers, directors or holders of more than five
percent of our voting securities purchased securities in the amounts as of the
date shown below. For more detail on shares held by these purchasers see
"Principal Stockholders." Upon closing of this offering, all shares of our
outstanding Series A and Series B preferred stock will be automatically
converted into common stock on a two for one basis, and all outstanding shares
of our Series C and Series D preferred stock will be automatically converted
into common stock on a one for one basis. All preferred share amounts are
listed on an as-converted basis.

Shares of Preferred Stock
--------------------------------------- Warrants for
Common Stock Series A Series B Series C Series D Common Stock
----------------- --------- --------- --------- --------- ------------

Ofer Ben-Shachar................ 8,000,000 2,999,998 160,000 100,671 45,455 --
Kevin Akeroyd................... 100,000 -- -- -- -- --
David Hannebrink................ 436,706 -- -- -- -- --
Raymond Martinelli.............. 75,000 -- -- -- -- --
Timothy Moore................... 285,000 -- -- -- -- --
Hagi Schwartz................... 300,000 -- 14,546 -- -- --
Robert Shaw..................... 270,000 -- -- -- -- --
Larry Slotnick.................. 400,000 -- -- -- -- --
Mathew Spolin................... 216,720 -- -- -- -- --
Steven Baloff................... 25,000 -- -- -- -- --
Kathy Levinson.................. 100,000 -- -- -- -- --
Accel Internet Fund II L.P.(1).. -- -- 605,090 139,597 -- --
Accel Investors '98 L.P.(1)..... -- -- 401,456 92,617 -- --
Accel Keiretsu VI L.P.(1)....... -- -- 75,636 17,450 -- --
Accel VI L.P.(1)................ -- -- 4,736,000 1,092,618 -- --
Advanced Technology Ventures V,
L.P.(2)........................ -- -- 2,106,582 560,913 -- --
ATV Entrepreneurs V, L.P.(2).... -- -- 75,236 20,033 -- --
MeriTech Capital Affiliates L.P.
............................... -- -- -- 32,215 -- --
MeriTech Capital Partners L.P.
............................... -- -- -- 1,981,208 -- --
R. R. Donnelley & Sons Company.. -- -- -- -- 1,272,727 2,780,159
Price Per Share................. $0.00125 to $2.50 $ 0.65 $ 2.75 $ 7.45 $ 11.00 $ 11.00
Date(s) of Purchase............. 8/98 to 1/00 11/98 4/99 11/99 1/00 1/00

- -------
(1) Arthur Patterson, one of our directors, is a general partner of Accel
Partners.
(2) Steven Baloff, one of our directors, is a general partner of Advanced
Technology Ventures.

We have entered into the following agreements with our executive officers,
directors and holders of more than five percent of our voting securities.

Co-Marketing Agreement. In January 2000, we entered into a co-development and
co-marketing agreement with R.R. Donnelley, a beneficial holder of greater than
5% of our common stock. Under the agreement, we and R.R. Donnelley are
committed to actively promote and market the Noosh.com service to R.R.
Donnelley's customers, particularly in the catalong, magazine and book
publishing markets. R.R. Donnelley also agreed to pay us a transaction fee
based on the aggregate volume of print orders processed by them. R.R. Donnelley
is not committed to any volume targets.

Amended and Restated Investor Rights Agreement. We and the preferred
stockholders described above have entered into an agreement, under which these
and other preferred stockholders will have registration rights with respect to
their shares of common stock following this offering. See "Description of
Capital Stock--Registration Rights" for a further description of the terms of
this agreement.

Indebtedness of Management. From April 1999 to January 2000, we made loans to
the following officers:

Name Amount Due Date
- ---- -------- ----------------

David Hannebrink...................................... $ 13,520 April 15, 2000
Hagi Schwartz......................................... 300,000 October 8, 2002
David Hannebrink...................................... 100,000 November 1, 2000
Kevin Akeroyd......................................... 49,900 January 3, 2001
Raymond Martinelli.................................... 59,925 January 3, 2001
Timothy Moore......................................... 641,250 January 3, 2005
Steven Baloff......................................... 61,475 January 15, 2001
David Hannebrink...................................... 100,000 January 15, 2001
Robert Shaw........................................... 674,730 January 15, 2001

Each loan was made under a promissory note secured by a pledge of early
exercised shares. The notes bear interest at 6% per year.

Stock Options. Stock option grants to our executive officers and directors
are described in this prospectus under the captions "Management--Director
Compensation" and "--Executive Compensation."

Management Rights. In November 1999, we entered into a management rights
letter agreement with MeriTech Capital, a holder of greater than 5% of our
common stock. Under the terms of the letter agreement, MeriTech is entitled to
consult with and advise us on significant business issues and to attend all
board meetings in a non-voting observer capacity.

Executive Employment Agreements. In October 1999, we entered into an
employment offer letter with Hagi Schwartz, our Vice President of Finance and
Chief Financial Officer. In January 2000, we entered into employment offer
letters with Robert Shaw, our Senior Vice President of Sales, and Timothy
Moore, our Vice President of Strategic Alliances and General Counsel.
See "Management--Employment Agreements."

Indemnification Agreements. We intend to enter into indemnification
agreements with our directors and executive officers for the indemnification of
these persons to the full extent permitted by law. We also intend to execute
these agreements with our future directors and officers.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of our outstanding common stock as of January 25, 2000,
and as adjusted to reflect the sale of our common stock by this prospectus, by:

. our Chief Executive Officer and each of our four other most highly
compensated executive officers;

. each director;

. each stockholder who is known by us to own beneficially 5% or more of our
common stock; and

. all directors and executive officers as a group.

Percentage of ownership in the following table is calculated based on
32,275,626 shares of common stock outstanding as of January 25, 2000 and
shares of common stock outstanding after completion of this
offering.

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 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 January 25, 2000 are
deemed outstanding. Those shares, however, are not deemed outstanding for the
purposes of computing the percentage ownership of each other person. Except as
indicated in the footnotes to the table, 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. Unless otherwise indicated, the address of each of the individuals
named above is: 3401 Hillview Avenue, Palo Alto, CA 94304.

Beneficial Ownership
---------------------------------------------------------------
Number of
Options or Shares
warrants NOOSH may
Exercisable Repurchase
Within Within Percent
60 Days of 60 Days of -----------------
Name and Address of Number of January 25, January Before After
Beneficial Owner Shares(1) 2000 25, 2000(2) Total Offering Offering
- ------------------- ---------- ----------- ---------- ---------- -------- --------

Ofer Ben-Shachar(3)..... 5,972,825 -- 1,333,299 7,306,124 22.6%

Kevin Akeroyd........... -- -- 100,000 100,000 * *

David Hannebrink........ 20,706 121,333 294,667 436,706 1.4 *

Hagi Schwartz........... 14,546 -- 300,000 314,546 * *

Lawrence Slotnick....... -- -- 400,000 400,000 1.2 *

Steven Baloff(4)........ 3,077,400 -- 18,056 3,095,456 9.6

Arthur Patterson(5)..... 7,160,464 83,333 -- 7,243,797 22.4

Kathy Levinson(6)....... 89,988 -- 88,889 178,877 * *

Accel Partners(5)....... 7,160,464 -- -- 7,160,464 22.2

Advanced Technology
Ventures(4)............ 3,070,456 -- -- 3,070,456 9.5

MeriTech Capital(7)..... 2,013,423 -- -- 2,013,423 6.2

R.R. Donnelley & Sons
Company................ 1,272,727 961,309 -- 2,219,036 6.7

All directors and
executive officers as a
group (12 persons)(8).. 16,412,684 204,666 3,304,876 19,922,226 61.3%

- --------
* Less than 1% of the outstanding shares of common stock.
(1) Excludes shares of common stock subject to a right of repurchase within 60
days of January 25, 2000.
(2) The unvested portion of the shares of common stock is subject to a right of
repurchase, at the original option price, in the event the holder ceases to
provide services to Noosh and its affiliates or upon a change of control of
NOOSH. The option exercise price ranges from $0.0325 to $2.50.
(3) Does not include 3,983,500 shares held by the Ben-Shachar Family Generation
Skipping Trust. Mr. Ben-Shachar is not a trustee of the trust and disclaims
beneficial ownership of the shares.
(4) Includes 2,975,187 shares held by Advanced Technology Ventures V, L.P., and
95,269 shares held by ATV Entrepreneurs V, L.P. Advanced Technology
Ventures is located at 485 Ramona Street, Suite 200, Palo Alto, CA 94301.
Mr. Baloff is a general partner of Advanced Technology Ventures and
disclaims beneficial ownership of these shares except to the extent of his
proportionate partnership interest in these shares.
(5) Includes 744,687 shares held by Accel Internet Fund II L.P., 494,073 shares
held by Accel Investors '98 L.P., 93,086 shares held by Accel Keiretsu VI
L.P. and 5,828,618 shares held by Accel VI L.P. Accel Partners are located
at 428 University Avenue, Palo Alto, CA 94303. Mr. Patterson is a general
partner of Accel Partners and disclaims beneficial ownership of these
shares except to the extent of his proportionate partnership interest in
these shares.
(6) Includes 78,877 shares held by Internet Experience, L.P. Internet
Experience is located at 4500 Bohannan Drive, Menlo Park, CA 94025. Ms.
Levinson is a general partner and a limited partner of Internet Experience
and disclaims beneficial ownership of these shares except to the extent of
her proportionate partnership interest in these shares.
(7) Includes, 32,215 shares held by MeriTech Capital Affiliates L.P. and
1,981,208 shares held by MeriTech Capital Partners L.P. MeriTech Capital is
located at 428 University Avenue, Palo Alto, CA 94303.
(8) Total number of shares includes 10,309,797 shares of common stock held by
entities affiliated with directors and executive officers. See footnotes 4
through 6 above.

DESCRIPTION OF CAPITAL STOCK

Upon completion of this offering, our authorized capital stock will consist
of 75,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of
undesignated preferred stock, $0.001 par value. The following description of
our capital stock does not purport to be complete and is subject to, and
qualified in its entirety by, our amended and restated certificate of
incorporation and bylaws, which we have included as exhibits to the
registration statement of which this prospectus forms a part.

Common Stock

As of January 25, 2000, there were 32,275,626 shares of common stock and
preferred stock outstanding, held of record by 81 stockholders. These amounts
assume the conversion of all outstanding shares of preferred stock into common
stock, which is to occur upon the closing of this offering. In addition, as of
January 25, 2000, there were 4,038,907 shares of common stock subject to
outstanding options. Upon completion of this offering, there will be
shares of common stock outstanding, assuming no additional exercise of
outstanding stock options.

Each share of common stock entitles its holder to one vote on all matters to
be voted upon by stockholders. Subject to preferences that may apply to any
outstanding preferred stock, holders of common stock may receive ratably any
dividends that the board of directors may declare out of funds legally
available for that purpose. In the event of our liquidation, dissolution or
winding up, the holders of common stock are entitled to share ratably in all
assets remaining after payment of liabilities and any liquidation preference of
preferred stock that may be outstanding. The common stock has no preemptive
rights, conversion rights or other subscription rights or redemption or sinking
fund provisions. All outstanding shares of common stock are fully paid and non-
assessable, and the shares of common stock that we will issue upon completion
of this offering will be fully paid and non-assessable.

Preferred Stock

According to our amended and restated certificate of incorporation, our board
of directors will have the authority, without further action by the
stockholders, to issue up to 5,000,000 shares of preferred stock in one or more
series. Our board shall designate the rights, preferences, privileges and
restrictions of the preferred stock, including dividend rights, conversion
rights, voting rights, terms of redemption, liquidation preference, sinking
fund terms and number of shares constituting any series or the designation of
any series. The issuance of preferred stock could have the effect of
restricting dividends on the common stock, diluting the voting power of the
common stock, impairing the liquidation rights of the common stock or delaying
or preventing a change in control without further action by the stockholders.
We have no present plans to issue any shares of preferred stock after the
completion of this offering.

Warrants

As of January 25, 2000, we had outstanding the following warrants to
strategic partners:

. A warrant to purchase 270,000 shares of common stock. A portion of the
warrant for a total of 140,000 shares is immediately exercisable. Of these
140,000 shares, the right to purchase 35,000 shares will terminate upon the
closing of this offering. The remaining portion of the warrant becomes
exercisable in increments upon the holder meeting stated volume targets. The
exercise price for 210,000 shares under the warrant is $7.45 per share. The
exercise price of the remaining 60,000 shares will be the fair market value
on each date the applicable stated volume target is met. This warrant
expires in December 2002.

. A warrant to purchase 225,000 shares of common stock. A total of 75,000
shares is immediately exercisable. The remaining portion of the warrant
becomes exercisable in increments upon the

holder meeting stated volume targets. The exercise price for 150,000 shares
under the warrant is $11.00 per share. The exercise price of the remaining
75,000 shares will be the fair market value at the end of the calendar
quarter that the stated volume target is met. This warrant expires in
December 2002.

. Two warrants to purchase a total of 2,780,159 shares of common stock at an
exercise price of $11.00 per share. A portion of the warrants for a total
of 961,309 shares of common stock is immediately exercisable. The remaining
portion of the warrants becomes exercisable in increments upon the holder
meeting stated volume targets. These warrants expire in January 2002.

. A warrant to purchase 50,000 shares of common stock at an exercise price of
$11.00. The entire warrant becomes exercisable upon the holder meeting
stated volume requirements. This warrant expires in January 2003.

Each of the warrants will also expire upon a merger or sale of all of our
assets. Each of the warrants contains provisions for the adjustment of the
exercise prices and the aggregate number of shares that may be issued upon
exercise of the warrants in the event of a stock split, stock dividend,
reorganization, reclassification or consolidation. In addition, each warrant
allows for cashless exercise.

Registration Rights

The holders of 29,000,745 shares of the common stock that will be
outstanding after this offering are entitled to require us to register the
sales of their shares under the Securities Act, under the terms of an
agreement between us and the holders of these securities. Subject to
limitations specified in the agreement, these registration rights include the
following:

. two demand registration rights that holders may exercise no sooner than 180
days after our initial public offering, which require us to register the
sale of a holder's shares, subject to the discretion of our board of
directors to delay the registration;

. an unlimited number of piggyback registration rights that require us to
register sales of a holder's shares when we undertake a public offering,
subject to the discretion of the managing underwriter of the offering to
decrease the amount that holders may register; and

. an unlimited number of rights to require us to register sales of shares on
Form S-3, a short form of registration statement permitted to be used by
some companies, which holders may exercise if they request registration of
the sale of more than $750,000 of common stock following the time we first
qualify for the use of this form of registration with the Securities and
Exchange Commission.

We will bear all registration expenses if these registration rights are
exercised, other than underwriting discounts and commissions. These
registration rights terminate as to a holder's shares when that holder may
sell those shares under Rule 144(k) of the Securities Act, which for most
parties means two years after the acquisition of the shares from us.

Anti-Takeover Provisions

Delaware Law

We are subject to Section 203 of the Delaware General Corporation Law, which
regulates acquisitions of some Delaware corporations. 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 becomes an interested stockholder, unless:

. our board of directors approved the business combination or the transaction
in which the person became an interested stockholder prior to the date the
person attained this status;

. upon consummation of the transaction that resulted in the person becoming an
interested stockholder, the person owned at least 85% of the voting stock of
the corporation outstanding at the time the transaction commenced, excluding
shares owned by persons who are directors and also officers; or

. on or subsequent to the date the person became an interested stockholder,
our board of directors approved the business combination and the
stockholders other than the interested stockholder authorized the
transaction at an annual or special meeting of stockholders.

Section 203 defines a "business combination" to include:

. any merger or consolidation involving the corporation and the interested
stockholder;

. any sale, transfer, pledge or other disposition involving the interested
stockholder of 10% or more of the assets of the corporation;

. in general, any transaction that results in the issuance or transfer by the
corporation of any stock of the corporation to the interested stockholder;
or

. the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or
through the corporation.

In general, Section 203 defines an "interested stockholder" as any person
who, together with the person's 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.

Certificate of Incorporation and Bylaw Provisions

Our amended and restated certificate of incorporation and bylaws, to be
effective upon the closing of this offering, divide our board into three
classes as nearly equal in size as possible, with each class serving a three-
year term. The terms are staggered, so that one-third of the board is to be
elected each year. The classification of our board could have the effect of
making it more difficult than otherwise for a third party to acquire control of
us, because it would typically take more than a year for our stockholders to
elect a majority of our board. In addition, our amended and restated
certificate of incorporation and bylaws will provide that any action required
or permitted to be taken by our stockholders at an annual or special meeting
may be taken only if it is properly brought before the meeting, and may not be
taken by written consent in lieu of a meeting. The bylaws will also provide
that special meetings of the stockholders may be called only by our board of
directors, our Chairman of the Board or our Chief Executive Officer. Under our
bylaws, stockholders wishing to propose business to be brought before a meeting
of stockholders will be required to comply with various advance notice
requirements. Finally, our amended and restated certificate of incorporation
and bylaws will not permit stockholders to take any action without a meeting.

Transfer Agent And Registrar

The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company. The transfer agent's address is 40 Wall Street, 46th
Floor, New York, New York, 10005.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our common stock. Future
sales of substantial amounts of our common stock in the public market could
adversely affect prevailing market prices. Sales of substantial amounts of our
common stock in the public market after any restrictions on sale lapse could
adversely affect the prevailing market price of the common stock and impair our
ability to raise equity capital in the future.

Upon completion of the offering, we will have outstanding shares
of common stock, outstanding options to purchase 4,038,907 shares of common
stock and outstanding warrants to purchase 3,290,159 shares of common stock,
assuming no additional option or warrant grants or exercises after January 25,
2000. We expect that the shares sold in this offering, plus any
shares issued upon exercise of the underwriters' over-allotment option, will be
freely tradable without restriction under the Securities Act, unless purchased
by our "affiliates" as that term is defined in Rule 144 under the Securities
Act. In general, affiliates include officers, directors and 10% or greater
stockholders.

The remaining 32,275,626 shares outstanding and 7,329,066 shares subject to
outstanding options and warrants are "restricted securities" within the meaning
of Rule 144. Restricted securities may be sold in the public market only if the
sale is registered or if it qualifies for an exemption from registration, such
as under Rule 144, 144(k) or 701 promulgated under the Securities Act, which
are summarized below. Sales of restricted securities in the public market, or
the availability of such shares for sale, could adversely affect the market
price of the common stock.

As a result of contractual restrictions described below and the provisions of
Rules 144, 144(k) and 701, the restricted shares will be available for sale in
the public market as follows:

. Beginning 180 days after the effective date, 19,870,033 shares will be
eligible for sale pursuant to Rule 144, Rule 144(k) and Rule 701.

. Beginning in November 2000, the remaining 12,405,593 shares will be eligible
for sale under Rule 144, Rule 144(k) or Rule 701 once they have been held
for the required period of time.

Additionally, of the 4,038,907 shares that may be issued upon the exercise of
outstanding options as of January 25, 2000, approximately 606,796 shares will
be vested and eligible for sale beginning 180 days after the effective date. As
of January 25, 2000, warrants for 1,141,309 shares of common stock were
exercisable and warrants for an additional 2,148,850 shares of common stock may
become exercisable in the future based on the holders meeting stated volume
targets for business conducted over our service. If exercised, the earliest
that these shares will be eligible for sale under Rule 144 is December 2000.

Lock-Up Agreements

Our directors, officers, employees and other stockholders, who together hold
all of our securities, have entered into lock-up agreements in connection with
this offering or are locked up under agreements with us. These lock-up
agreements generally provide that these holders will not offer, sell, contract
to sell, grant any option to purchase or otherwise dispose of our common stock
or any securities exercisable for or convertible into our common stock owned by
them for a period of 180 days after the date of this prospectus without the
prior written consent of Goldman, Sachs & Co. Notwithstanding possible earlier
eligibility for sale under the provisions of Rules 144, 144(k) and 701, shares
subject to lock-up agreements may not be sold until these agreements expire or
are waived by Goldman, Sachs & Co.

Rule 144

In general, under Rule 144 as currently in effect, after the expiration of
the lock-up agreements, a person who has beneficially owned restricted
securities 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 this offering;
and

. the average weekly trading volume of our common stock during the four
calendar weeks preceding the sale.

Sales under Rule 144 are also subject to requirements with respect to manner
of sale, notice and the availability of current public information about us.

Rule 144(k)

Under Rule 144(k), a person who is not deemed to have been our affiliate at
any time during the three months preceding a sale, and who has beneficially
owned the shares proposed to be sold for at least two years, may sell these
shares without complying with the manner of sale, public information, volume
limitation or notice requirements of Rule 144.

Rule 701

Rule 701, as currently in effect, permits our employees, officers, directors
or consultants who purchased shares pursuant to a written compensatory plan or
contract to resell such shares in reliance upon Rule 144, but without
compliance with certain restrictions. Rule 701 provides that affiliates may
sell their Rule 701 shares under Rule 144 90 days after effectiveness without
complying with the holding period requirement and that non-affiliates may sell
such shares in reliance on Rule 144 90 days after effectiveness without
complying with the holding period, public information, volume limitation or
notice requirements of Rule 144.

Registration Rights

On the date 180 days after the completion of this offering, the holders of
29,000,745 shares of our common stock will have rights to require us to
register their shares under the Securities Act. Upon the effectiveness of a
registration statement covering these shares, the shares would become freely
tradable.

Stock Options

We intend to file a registration statement under the Securities Act after the
effective date of this offering to register shares to be issued pursuant to our
employee benefit plans. As a result, any options or rights exercised under the
1998 equity incentive plan, the 2000 equity incentive plan, the 2000 employee
stock purchase plan and the 2000 non-employee directors' stock option plan will
also be freely tradable in the public market. However, shares held by
affiliates will still be subject to the volume limitation, manner of sale,
notice and public information requirements of Rule 144, unless otherwise
resalable under Rule 701. As of January 24, 2000, options to purchase 4,038,907
shares of common stock were outstanding, of which options to purchase 399,666
shares were vested and exercisable. In addition, as of that date we had
reserved 817,198 shares for possible future issuance under our 1998 equity
incentive plan, and an aggregate of 6,950,000 shares for possible future
issuance under our 2000 equity incentive plan, 2000 employee stock purchase
plan and 2000 non-employee directors' stock option plan.

UNDERWRITING

NOOSH and the underwriters named below have entered into an underwriting
agreement with respect to the shares being offered. Subject to certain
conditions, each underwriter has severally agreed to purchase the number of
shares indicated in the following table. Goldman, Sachs & Co., FleetBoston
Robertson Stephens Inc., Banc of America Securities LLC, PaineWebber
Incorporated and E*OFFERING Corp. are the representatives of the underwriters.

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

Goldman, Sachs & Co. ..............................................
FleetBoston Robertson Stephens Inc. ...............................
Banc of America Securities LLC.....................................
PaineWebber Incorporated...........................................
E*OFFERING Corp. ..................................................
-----

Total............................................................
=====

If the underwriters sell more shares than the total number set forth in the
table above, the underwriters have an option to buy up to an additional
shares from NOOSH to cover such sales. They may exercise that option for 30
days. If any shares are purchased pursuant to this option, the underwriters
will severally purchase shares in the same proportion as set forth in the table
above.

The following table shows the per share and total underwriting discounts and
commissions to be paid to the underwriters by NOOSH. Such amounts are shown
assuming both no exercise and full exercise of the underwriters' option to
purchase additional shares.

Paid by NOOSH

No Full
Exercise Exercise
-------- --------

Per Share.................................................. $ $
Total...................................................... $ $

Shares sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus.
Any shares sold by the underwriters to securities dealers may be sold at a
discount of up to $ per share from the initial public offering price. Any
such securities dealers may resell any shares purchased from the underwriters
to certain other brokers or dealers at a discount of up to $ per share from
the initial public offering price. If all the shares are not sold at the
initial public offering price, the representatives may change the offering
price and the other selling terms.

NOOSH and its directors, officers, employees and other stockholders have
agreed with the underwriters, except under limited circumstances, not to offer,
sell, contract to sell, grant any option to purchase or otherwise dispose of
our common stock or any securities exercisable for or convertible into our
common stock owned by them for a period of 180 days after the date of this
prospectus without the prior written consent of Goldman, Sachs & Co. See
"Shares Eligible for Future Sale" for a discussion of transfer restrictions.

Prior to this offering, there has been no public market for the common stock.
The initial public offering price for the common stock has been negotiated
among NOOSH and the representatives of the underwriters. Among the factors
considered in determining the initial public offering price of the shares, in
addition to prevailing market conditions, were NOOSH's historical performance,
estimates of NOOSH's business potential and earnings prospects, an assessment
of Noosh's management and the consideration of the above factors in relation to
market valuation of companies in related businesses.

NOOSH has applied to have its common stock listed for quotation on the Nasdaq
National Market under the symbol "NOOS."

In connection with the offering, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering.
Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the common
stock while the offering is in progress.

The underwriters may also impose a penalty bid. This occurs when a particular
underwriter repays to the underwriters a portion of the underwriting discount
received by it because the representatives have repurchased shares sold by or
for the account of such underwriter in stabilizing or short-sale covering
transactions.

These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the common stock. As a result, the price of the
common stock may be higher than the price that otherwise might exist in the
open market. If these activities are commenced, they may be discontinued by the
underwriters at any time. These transactions may be effected on The Nasdaq
National Market, in the over-the-counter market or otherwise.

The underwriters do not expect sales to discretionary accounts to exceed five
percent of the total number of shares offered.

The underwriters have reserved for sale, at the initial public offering
price, up to shares of the common stock offered hereby for certain
individuals designated by NOOSH who have expressed an interest in purchasing
such shares of common stock in the offering. The number of shares available for
sale to the general public will be reduced to the extent such persons purchase
such reserved shares. Any reserved shares not so purchased will be offered by
the underwriters to the general public on the same basis as other shares
offered hereby.

NOOSH estimates that the total expenses of the offering, excluding
underwriting discounts and commissions, will be approximately $1,200,000.

NOOSH has agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.

VALIDITY OF COMMON STOCK

The validity of the common stock offered hereby will be passed upon for NOOSH
by Cooley Godward LLP, Palo Alto, California. Legal matters relating to this
offering will be passed upon for the underwriters by Sullivan & Cromwell, Los
Angeles, California. As of the date of this prospectus, Cooley Godward LLP,
together with certain investment funds affiliated with the firm, own an
aggregate of 120,834 shares of our common stock through investment
partnerships.

EXPERTS

The financial statements as of December 31, 1998 and 1999 included in this
prospectus have been audited by PricewaterhouseCoopers LLP, independent
accountants, as stated in their report appearing herein, and have been so
included in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.

ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act with respect to the common stock
offered in this offering. This prospectus does not contain all of the
information set forth in the registration statement and the exhibits and
schedule thereto. For further information with respect to us and the common
stock offered in this offering, we refer you to the registration statement and
to the attached exhibits and schedules. Statements made in this prospectus
concerning the contents of any document referred to in this prospectus are not
necessarily complete. With respect to each such document filed as an exhibit to
the registration statement, we refer you to the exhibit for a more complete
description of the matter involved.

The reports and other information we file with the SEC can be inspected and
copied at the public reference facilities that the SEC maintains at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional
offices located at 7 World Trade Center, 13th Floor, New York, New York 10048,
and Suite 140, Citicorp Center, 50 West Madison Street, Chicago, Illinois
60661. Copies of these materials can be obtained at prescribed rates from the
Public Reference Section of the SEC at the principal offices of the SEC, 450
Fifth Street, N.W., Washington, D.C. 20549. You may obtain information
regarding the operation of the public reference room by calling 1(800) SEC-
0330. The SEC also maintains a web site (http://www.sec.gov) that makes
available the reports and other information we have filed with the SEC.

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

INDEX TO FINANCIAL STATEMENTS

Page
----

Report of Independent Accountants........................................ F-2
Balance Sheets as of December 31, 1998 and 1999.......................... F-3
Statements of Operations for the period from inception to December 31,
1998, Year ended December 31, 1999, and the period from inception to
December 31, 1999....................................................... F-4
Statements of Stockholders' Equity for the period from inception to
December 31, 1999....................................................... F-5
Statements of Cash Flows for the period from inception to December 31,
1998, Year ended December 31, 1999, and the period from inception to
December 31, 1999....................................................... F-6
Notes to Financial Statements............................................ F-7

F-1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
NOOSH, Inc.

In our opinion, the accompanying balance sheets and the related statements of
operations, changes in stockholders' equity and cash flow present fairly, in
all material respects, the financial position of NOOSH, Inc. at December 31,
1998 and 1999 and the results of its operations and cash flows for the period
from August 3, 1998 (date of inception) to December 31, 1998 and the year ended
December 31, 1999, in conformity with generally accepted accounting principles.
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 of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.

PricewaterhouseCoopers LLP

San Jose, California
January 21, 2000

F-2

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

BALANCE SHEETS
(in thousands, except share data)

Pro Forma at
December 31, December 31, December 31,
1998 1999 1999
------------ ------------ ------------
(Unaudited)

ASSETS
Current assets:
Cash and cash equivalents............. $1,117 $ 48,349 $63,949
Prepaid expenses and other current
assets............................... 26 947
------ --------
Total current assets................ 1,143 49,296
Property and equipment, net............. 69 3,339
Other assets............................ 27 394
------ --------
Total assets........................ $1,239 $ 53,029
====== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable...................... $ 109 $ 634
Accrued liabilities................... 132 1,424
------ --------
Total current liabilities........... 241 2,058
Long-term debt.......................... -- 79
------ --------
Total liabilities................... 241 2,137
------ --------

Commitments (Note 5)

Stockholders' equity:
Convertible Preferred Stock: $0.001
par value;
Series A, Authorized: 2,023,077
shares
Issued and outstanding: 2,023,077
shares at December 31, 1998 and
December 31, 1999.................... 2 2 $ --
Series B, Authorized: 4,363,637 shares
Issued and outstanding: 4,363,637
shares at December 31, 1999.......... -- 4 --
Series C, Authorized: 7,648,286 shares
Issued and outstanding: 6,809,135
shares at December 31, 1999.......... -- 7 --
Common Stock: $0.001 par value;
Authorized: 45,000,000 shares
Issued and outstanding: 9,414,673
shares............................... 8 9 30
Additional paid-in capital............ 1,431 81,955 97,547
Deferred stock compensation........... (129) (13,408) (13,408)
Notes receivable from common
stockholders......................... -- (314) (314)
Deficit accumulated during the
development stage.................... (314) (17,363) (17,363)
------ -------- --------
Total Stockholders' equity.......... 998 50,892 $ 66,492
------ -------- ========
Total liabilities and
Stockholders' equity............. $1,239 $ 53,029
====== ========

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

F-3

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)

Costs and expenses:
Research and development.............. $ 111 $ 3,053 $ 3,164
Sales and marketing................... 96 9,412 9,508
General and administrative............ 107 1,795 1,902
Value of warrants granted in
connection with marketing
agreements........................... -- 1,058 1,058
Amortization of deferred stock
compensation......................... -- 2,379 2,379
---------- ---------- ----------
Total operating expenses............ 314 17,697 18,011
---------- ---------- ----------
Interest income, net.................... -- (648) (648)
---------- ---------- ----------
Net loss................................ $ (314) $ (17,049) $ (17,363)
========== ========== ==========
Net loss per share--basic and diluted... $ (0.12) $ (3.99) $ (4.61)
========== ========== ==========
Shares used in per share calculation--
basic and diluted...................... 2,521,485 4,275,090 3,763,399
========== ========== ==========
Pro forma net loss per share--basic and
diluted................................ $ (1.11)
==========
Shares used in pro forma net loss per
share--basic and diluted............... 15,356,918
==========

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

F-4

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except share data)

Deficit
Convertible Notes Accumulated
Preferred Shares Common Stock Additional Receivable Deferred During the Total
----------------- ---------------- Paid-In from Common Stock Development Stockholders'
Shares Amount Shares Amount Capital Shareholders Compensation Stage Equity
---------- ------ --------- ------ ---------- ------------ ------------ ----------- -------------

Issuance of common
stock to founders in
August 1998 at
$0.00125 per share,
net.................. -- $-- 8,040,000 $ 8 $ 1 $ -- $ -- $ -- $ 9
Issuance of Series A
Convertible Preferred
Stock at $0.65 per
share in November
1998, net of issuance
costs................ 2,023,077 2 -- -- 1,301 -- -- -- 1,303
Deferred stock
compensation......... -- -- -- -- 129 -- (129) -- --
Net loss............. -- -- -- -- -- -- -- (314) (314)
---------- --- --------- --- ------- ----- -------- -------- --------
Balances at December
31, 1998............. 2,023,077 2 8,040,000 8 1,431 -- (129) (314) 998
Issuance of common
stock................ -- -- 1,200,220 1 497 (314) -- -- 184
Issuance of common
stock in connection
with services
rendered............. -- -- 174,453 -- 700 -- -- -- 700
Issuance of Series B
Convertible Preferred
Stock at $2.75 per
share in April 1999,
net of issuance
costs................ 4,363,637 4 -- -- 11,955 -- -- -- 11,959
Issuance of Series C
Convertible Preferred
Stock at $7.45 per
share in November
1999, net of issuance
costs................ 6,809,135 7 -- -- 50,656 -- -- -- 50,663
Value of warrants
granted in connection
with marketing
agreements........... -- -- -- -- 1,058 -- -- -- 1,058
Deferred stock
compensation......... -- -- -- -- 15,658 -- (15,658) -- --
Amortization of
deferred stock
compensation......... -- -- -- -- -- -- 2,379 -- 2,379
Net loss............. -- -- -- -- -- -- -- (17,049) (17,049)
---------- --- --------- --- ------- ----- -------- -------- --------
Balances at December
31, 1999............. 13,195,849 $13 9,414,673 $ 9 $81,955 $(314) $(13,408) $(17,363) $ 50,892
========== === ========= === ======= ===== ======== ======== ========

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

F-5

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

STATEMENTS OF CASH FLOWS

Period from August Period from
3, 1998 August 3, 1998
(date of inception) Year Ended (date of inception)
to December 31, December 31, to December 31,
1998 1999 1999
------------------- ------------ -------------------
(in thousands)

Cash flows from operating
activities:
Net loss................ $ (314) $(17,049) $(17,363)
Adjustments to reconcile
net loss to net cash
used in operating
activities:
Depreciation and
amortization.......... 3 455 458
Value of warrants
granted in connection
with marketing
agreements............ -- 1,058 1,058
Amortization of
deferred stock
compensation.......... -- 2,379 2,379
Issuance of common
stock in connection
with services
rendered.............. -- 667 667
Changes in assets and
liabilities:
Prepaid expenses and
other current
assets............... (26) (921) (947)
Accounts payable...... 109 525 634
Accrued liabilities... 132 1,292 1,424
Other long-term
assets............... (27) (367) (394)
------ -------- --------
Net cash used in
operating
activities.......... (123) (11,961) (12,084)
------ -------- --------
Cash flows from investing
activities:
Purchase of property and
equipment.............. (72) (3,725) (3,797)
------ -------- --------
Net cash used in
investing
activities.......... (72) (3,725) (3,797)
------ -------- --------
Cash flows from financing
activities:
Proceeds from issuance
of Convertible
Preferred Stock net.... 1,303 62,622 63,925
Proceeds from issuance
of Common Stock, net... 9 184 193
Proceeds from issuance
of Common Stock in
connection with
services rendered...... -- 33 33
Proceeds from long-term
debt................... -- 79 79
------ -------- --------
Net cash provided by
financing
activities.......... 1,312 62,918 64,230
------ -------- --------
Net increase in cash and
cash equivalents........ 1,117 47,232 48,349
Cash and cash equivalents
at beginning of period.. -- 1,117 --
------ -------- --------
Cash and cash equivalents
at end of period........ $1,117 $ 48,349 $ 48,349
====== ======== ========
Noncash activity:
Deferred stock
compensation........... $ 129 $ 15,658 $ 15,787
====== ======== ========
Issuance of Common Stock
for notes receivable
from shareholder....... $ -- $ 314 $ 314
====== ======== ========

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

F-6

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS

NOTE 1--THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES:

NOOSH, Inc. (the "Company") was incorporated in the state of California and
commenced operations on August 3, 1998. NOOSH is a provider of business-to-
business e-commerce solutions for the printing industry. The Company has
developed and operates Noosh.com, an Internet-based communication and
collaboration service for managing the design, procurement and production of
print orders. The service leverages the benefits of the Internet to enable
print buyers, print vendors and other providers of related services to
communicate and collaborate efficiently through the complex, multi-step process
of completing a print order. The Company is in the development stage and since
inception has devoted substantially all of its efforts to developing its
service and raising capital.

Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents and are stated at
amounts that approximate fair value, based on quoted market prices. Cash
equivalents consist primarily of deposits in money market funds.

Concentration of credit risk

The Company's cash and cash equivalents are maintained at a major U.S.
financial institution. Deposits in this institution may exceed the amount of
insurance provided on such deposits.

Fair value of financial instruments

The carrying amounts of the Company's financial instruments, including cash
and cash equivalents, accounts payable and accrued liabilities approximate fair
value due to their short maturities.

Property and equipment

Property and equipment are stated at cost and are depreciated on a straight-
line basis over their estimated useful lives of three to five years. Leasehold
improvements are amortized over the lesser of the useful life of the asset or
the period of the lease. Maintenance and repairs are charged to operations as
incurred.

Research and development

Research and development costs are charged to operations as incurred.

F-7

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS--(Continued)

Statement of Financial Accounting Standards ("SFAS") No. 86, "Accounting for
the Costs of Computer Software to be Sold, Leased or Otherwise Marketed,"
requires that certain software development costs be capitalized after
technological feasibility has been established. The Company defines
technological feasibility as the establishment of a working model. Costs
incurred subsequent to such point have been insignificant and have been
expensed.

Income taxes

The Company accounts for income taxes under the liability method whereby
deferred tax asset or liability account balances are calculated at the balance
sheet date using current tax laws and rates in effect for the year in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amounts
expected to be realized.

Advertising

The Company expenses advertising costs as they are incurred. Advertising
expense for the period from August 3, 1998 to December 31, 1998 and the year
ended December 31, 1999 was $0 and $272,000.

Accounting for stock compensation

The Company's stock-based compensation plan are accounted for in accordance
with Accounting Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for
Stock Issued to Employees" and complies with the disclosure provisions of
Statement of Financial Accounting Standards 123 ("SFAS No. 123"), "Accounting
for Stock-Based Compensation." Under APB No. 25, compensation expense is based
on the difference, if any, on the date of the grant, between the estimated fair
value of the Company's stock and the exercise price of options to purchase that
stock.

Comprehensive income

The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS No. 130"). SFAS No. 130 requires that
all items recognized under accounting standards as components of comprehensive
income be reported in an annual financial statement that is displayed with the
same prominence as other annual financial statements. The Company has no
comprehensive income component other than net loss.

Net loss per share

Basic net loss per share is computed by dividing net loss available to common
stockholders by the weighted average number of vested common shares outstanding
for the period. Diluted net loss per share is computed giving effect to all
dilutive potential common stock, including options, non vested common stock,
preferred stock and common stock warrants. Options, non vested common stock,
preferred stock and common stock warrants were not included in the computation
of diluted net loss per share in the periods reported because the effect would
be antidilutive.

F-8

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS--(Continued)

Antidilutive securities not included in net loss per share calculation for
the periods:

Period from Period from
August 3, August 3,
1998 1998 (date
(date of of
inception) inception)
to Year Ended to
December 31, December 31, December 31,
1998 1999 1999
------------ ------------ ------------

Non vested common stock............... 4,814,804 4,109,338 4,109,338
Common stock options.................. 496,720 4,521,490 4,521,490
Convertible Preferred Stock........... 2,023,077 13,195,849 13,195,849
Common stock warrants................. -- 215,000 215,000
--------- ---------- ----------
7,334,601 22,041,677 22,041,677
========= ========== ==========

Pro forma net loss per share (unaudited)

Pro forma net loss per share for the year ended December 31, 1999 and the
period from August 3, 1998 to December 31, 1998 is computed using the weighted
average number of common stock outstanding, including the pro forma effects of
the automatic conversion of the Company's Series A, Series B and Series C
convertible preferred stock into shares of the Company's common stock as
contemplated upon the closing of the Company's initial public offering
(see Note 8--Subsequent Events) as if such conversion occurred on January 1,
1999, or at the date of original issuance, if later. Pro forma common
equivalent shares, composed of unvested restricted common stock and incremental
common shares issuable upon the exercise of stock options, are not included in
pro forma diluted net loss per share because they would be anti-dilutive.

Pro forma (unaudited)

Upon the closing of the Company's initial public offering, it is contemplated
that the outstanding shares of Series A, Series B, Series C and Series D
convertible preferred stock will convert into 21,000,745 shares of common stock
(see Note 8--Subsequent Events). The pro forma column reflects the receipt of
net proceeds of $15.6 million upon the issuance and sale of 1,418,182 shares of
Series D preferred stock and the effect of the conversion of Series A, Series
B, Series C and Series D into common stock.

Recent accounting pronouncement

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments and hedging activities and will be adopted
in the year 2000. It requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet and measure those instruments
at fair value. The Company does not expect the adoption of SFAS 133 to have a
material impact on its financial statements.

F-9

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS--(Continued)

NOTE 2--PROPERTY AND EQUIPMENT:

Property and equipment comprise (in thousands):

December
31,
------------
1998 1999
---- ------

Computer equipment................................................ $31 $3,024
Communication equipment........................................... 11 63
Leasehold improvements............................................ -- 69
Furniture and fixtures............................................ 30 641
--- ------
72 3,797
Less: Accumulated depreciation and amortization................... (3) (458)
--- ------
$69 $3,339
=== ======

NOTE 3--INCOME TAXES:

Deferred tax assets and liabilities consist of the following (in thousands):

December 31,
-------------
1998 1999
----- ------

Deferred tax assets:
Net operating loss carryforwards............................... $ 24 $5,231
Accrued employee benefits...................................... 14 52
Start-up costs................................................. 95 --
Other.......................................................... 5 (35)
----- ------
Total deferred tax assets.................................... 138 5,248
Valuation allowance.............................................. (138) (5,248)
----- ------
$ 0 $ --
===== ======

At December 31, 1998 and 1999, the Company had approximately $150,000 and
$13,132,000 of California and federal net operating loss carryforwards which
expire between 2005 to 2019, if not utilized beforehand. Under the Tax Reform
Act of 1986, the amounts of and benefits from net operating loss carryforwards
may be impaired or limited in certain circumstances. Events which cause
limitations in the amount of net operating losses that the Company may utilize
in any one year include, but are not limited to, a cumulative ownership change
of more than 50%, as defined, in any three year period.

Due to uncertainty of realizing the benefits of the deferred tax assets, the
Company has provided a valuation allowance against the net deferred tax assets.

F-10

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS--(Continued)

The difference between the Company's effective income tax rate and the
federal statutory rate is as follows (in thousands):

Period from Period from
August 13, August 13,
1998 (date of 1998 (date of
inception) to Year Ended inception) to
December 31, December 31, December 31,
1998 1999 1999
------------- ------------ -------------

Statutory tax benefit................ $(110) $(5,967) $(6,077)
Permanent differences--non-deductible
expenses............................ -- (1,464) (1,464)
State taxes, net of federal tax
benefit............................. (18) (995) (1,013)
Change in valuation allowance........ 138 5,110 5,248
Other................................ (10) 388 378
----- ------- -------
Net tax provision.................... $ -- $ -- $ --

NOTE 4--COMMITMENTS:

Operating lease

The Company leases its facilities under non-cancelable operating lease
agreements expiring through October 2002. Under the terms of the lease, the
Company is responsible for paying common area expenses, as incurred by the
lessor. Future minimum lease payments under the non-cancelable lease as of
December 31, 1999 were as follows (in thousands):

Year Ending
December 31,
------------

2000............................................................ $1,679
2001............................................................ 606
2002............................................................ 102
------
Total......................................................... $2,387
======

Rent expense under the operating lease totaled $19,000 and $616,000 for the
period ending December 31, 1998 and the year ended December 31, 1999.

NOTE 5--STOCKHOLDERS' EQUITY:

Convertible Preferred Stock

The convertible preferred stock at December 31, 1999 comprises:

Number of
Number of Shares Liquidation
Shares Issued and Value
Authorized Outstanding Per Share
---------- ----------- -----------

Series A..................................... 2,023,077 2,023,077 $0.65
Series B..................................... 4,363,637 4,363,637 $2.75
Series C..................................... 7,648,286 6,809,135 $7.45
---------- ----------
14,035,000 13,195,849
========== ==========

F-11

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS--(Continued)

The rights, preferences and privileges with respect to the Preferred Stock
are as follows:

Dividends

Holders of Series A, Series B and Series C Preferred Stock, in preference to
the holders of Common Stock of the Corporation, shall be entitled to receive,
when and as declared by the Board of Directors, but only out of funds that are
legally available therefor, cash dividends at the rate of eight percent (8%) of
the "Original Issue Price" per annum on each outstanding share of Series A,
Series B and Series C Preferred Stock (as adjusted for any stock dividends,
combinations, splits, recapitalizations and the like with respect to such
shares). Such dividends shall be payable only when, as and if declared by the
Board of Directors and shall be non-cumulative. No dividends have been declared
as of December 31, 1999.

Liquidation preference

Upon any liquidation, dissolution, or winding up of the Corporation, whether
voluntary or involuntary, before any distribution or payment shall be made to
the holders of any Common Stock, the holders of Series A, Series B and Series C
Preferred Stock shall be entitled to receive an amount per share equal to the
Original Issue Price of $0.65, $2.75 and $7.45 plus all declared and unpaid
dividends. In the event funds are insufficient to make a complete distribution
to holders of Preferred Stock as described above, the remaining assets will be
distributed to the holders of Common Stock ratably among such holders of Common
Stock.

Voting rights

The holders of Preferred Stock have one vote for each share of Common Stock
into which such Preferred Stock may be converted.

Conversion

Each share of Preferred Stock is convertible at any time into shares of
Common Stock at the option of the holder, subject to adjustment for dilution.
Such conversion is automatic upon the earlier of the date specified by vote,
written consent or agreement of a majority of the holders of such series then
outstanding or immediately upon the closing date of a public offering of the
Company's Common Stock for which the aggregate net proceeds exceed $10,000,000.
The conversion ratio as of December 31, 1998 and 1999 is 2:1 for Series A and B
Preferred Stock after giving retroactive effect to the stock split effected in
1999. The conversion ratios as of December 31, 1999 is 1:1 for Series C
Preferred Stock. The conversion ratio of Series A, B and C Preferred Stock may
be adjusted under circumstances described in the Company's Restated Articles of
Incorporation.

Common Stock

The Company is authorized to issue 45,000,000 shares of Common Stock as of
December 31, 1999. A portion of the outstanding shares of common stock are
subject to repurchase by the Company over a four year period. As of December
31, 1998 and 1999, there were 4,814,804 and 4,109,338 shares of nonvested stock
issued pursuant to exercises of options which were subject to repurchase by the
Company.

F-12

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS--(Continued)

Incentive stock plan

In November 1998, the Company adopted the 1998 Stock Option Plan (the "Plan")
under which the Company may grant stock options for Common Stock to employees,
consultants and outside investors. The Board of Directors has the authority to
determine to whom options will be granted, the number of shares, the term and
exercise price (which cannot be less than fair market value at date of grant
for incentive stock options). If an employee owns stock representing more than
10% of the outstanding shares, the price of each share shall be at least 110%
of fair market value, as determined by the Board of Directors. Options granted
generally vest over four years. The Company has reserved 8,000,000 shares of
Common Stock for issuance under the Plan.

A summary of activity under the Plan is as follows:

Number of Weighted
Number of Shares Average
Shares Issued and Exercise Aggregate
Authorized Outstanding Price Price
---------- ----------- -------- ----------

Shares reserved.................. 1,980,000 -- -- $ --
Options granted.................. (496,720) 496,720 $0.0325 16,143
---------- ---------- ------- ----------
Balances, December 31, 1998...... 1,483,280 496,720 $0.0325 16,143
Shares reserved.................. 6,020,000 -- --
Options granted.................. (5,294,990) 5,294,990 $0.6278 3,324,195
Options exercised................ (1,200,220) $0.4149 (497,971)
Options cancelled................ 70,000 (70,000) $0.0325 (2,275)
---------- ---------- ------- ----------
Balances, December 31, 1999...... 2,278,290 4,521,490 $0.6281 $2,840,092

For financial reporting purposes, the Company has determined that the
estimated value of common stock determined in anticipation of this offering was
in excess of the exercise price, which was considered to be the fair market
value as of the date of grant for 496,720 options issued in 1998 and 5,294,990
options issued in the year ended December 31, 1999. In connection with the
grants of such options, the Company has recorded deferred compensation of
$129,000 in the period from August 3, 1998 to December 31, 1998 and $15,658,000
during the year ended December 31, 1999. Deferred stock compensation will be
amortized over the vesting period which is generally 48 months from the date of
grant; $2,379,000 was expensed in the year ended December 31, 1999. Future
amortization based on options granted through December 31, 1999 is expected to
be $8,152,000, $3,372,000, $1,534,000 and $350,000 in the years 2000, 2001,
2002 and 2003.

F-13

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS--(Continued)

The following table summarizes information about stock options outstanding at
December 31, 1999:

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

$ 0.0325................ 837,500 9.13 $0.0325 51,041
$ 0.1375................ 1,477,980 9.44 $0.1375 66,666
$ 0.5000................ 258,000 9.63 $0.5000 --
$ 0.8000................ 447,750 9.71 $0.8000 --
$ 1.0000................ 625,850 9.77 $1.0000 --
$1.250 - $1.750......... 555,960 9.87 $1.4728 2,500
$2.000 - $2.250......... 318,450 9.98 $2.1288 6,250
--------- -------
4,521,490 126,457
========= =======

Fair value disclosures

The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-based
Compensation." Had compensation cost for the plan been determined based on the
fair value at grant date for all awards consistent with the provisions of SFAS
No. 123, the impact on the Company's financial statements would be as follows:

Period from
August 13, Period from
1998 (date August 13,
of 1998 (date
inception) of
to Year Ended inception)
December 31, December 31, to December
1998 1999 31, 1999
------------ ------------ ------------

Net loss:
As reported......................... $(314,000) $(17,049,000) $(17,363,000)
Pro forma........................... $(314,000) $(17,124,000) $(17,438,000)
Basic and diluted net loss per share:
As reported......................... $ (0.12) $ (3.99) $ (4.61)
Pro forma........................... $ (0.12) $ (4.01) $ (4.63)

The fair value of each option grant is estimated on the date of grant using
the minimum value method with the following weighted average assumptions:

1998 1999
------- -------

Risk-free interest rate....................................... 4.38% 5.35%
Expected life 4 years 4 years
Expected dividends............................................ $ -- $ --

The weighted average per share fair value of common stock options granted
during 1998 and 1999 was $0.02 and $3.07.

Options granted to consultants are valued using the Black-Scholes method and
this value is charged against income over the vesting period of the options.

F-14

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS--(Continued)

Warrants

In connection with long-term marketing agreements entered into in December
1999, the Company has issued warrants to purchase up to an aggregate of 495,000
shares of common stock, of which warrants to purchase 140,000 shares of common
stock at an exercise price of $7.45 and warrants to purchase 75,000 shares at
an exercise price of $11.00 were immediately exercisable. The remaining
warrants will be exercisable in the future based on the holder meeting stated
volume targets for business conducted over the Noosh.com service at exercise
prices ranging from $7.45 per share to the fair market value of the common
stock at the date the volume targets are met.

The Company valued the warrants which were immediately exercisable using the
Black-Scholes method with the following assumptions: dividend yield at 0%;
expected warrant term of 3 years; risk free interest rate of 6.29% and expected
volatility of 60%. The fair value of $1,058,000 was expensed at the date of
grant. The remaining warrants will be valued and charged to expense when it is
probable that the performance targets will be met.

NOTE 6--UNAUDITED PRO FORMA LOSS PER SHARE AND PRO FORMA SHAREHOLDERS' EQUITY:

Pro forma basic net loss per share has been computed as described in Note 1
and also gives effect to common equivalent stock from preferred shares that
will convert upon the closing of the Company's initial public offering (using
the as-if-converted-method).

A reconciliation of the numerator and denominator used in the calculation of
pro forma basic and diluted net loss per share follow:

Year Ended
December 31,
1999
------------

Pro forma net loss per share, basic and diluted:
Net loss....................................................... $(17,049,000)
Shares used in computing net loss per share, basic and
diluted....................................................... 4,275,090
Adjustment to reflect the effect of the assumed conversion of
convertible preferred stock................................... (11,081,828)
------------
Shares used in computing pro forma net loss per share, basic
and diluted................................................... 15,356,918
Pro forma net loss per share, basic and diluted................ $ (1.11)

If the offering contemplated by this Prospectus is consummated as
contemplated, all of the convertible preferred stock outstanding as of the
closing date will be converted into an aggregate of approximately 19,582,563
shares of common stock based on the shares of convertible preferred stock
outstanding at December 31, 1999. Unaudited pro forma shareholders' equity at
December 31, 1999, as adjusted for the conversion of preferred stock, is
disclosed on the balance sheet.

NOTE 7--401(k) SAVINGS PLAN:

The Company established a 401(k) Savings Plan (the "Plan") that covers
substantially all employees. Under the Plan, employees are permitted to
contribute a portion of gross compensation not to exceed standard limitations
provided by the Internal Revenue Service. The Company maintains the right to
match employee contributions, but for the period from August 3, 1998 (date of

F-15

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS--(Continued)

inception) to December 31, 1998, for the year ended December 31, 1999 and for
the period from August 3, 1998 (date of inception) to December 31, 1999, no
Company matching contributions were made.

NOTE 8--SUBSEQUENT EVENTS:

Initial public offering

In January 2000, the Company's Board of Directors authorized the Company to
file a registration statement with the Securities and Exchange Commission for
the purpose of an initial public offering of the Company's common stock. Upon
the completion of this offering, if the requirements set forth in its
Certificate of Incorporation are met, the Company's preferred stock will be
converted into common stock.

Reincorporation

In January 2000, the Company's Board of Directors approved reincorporation of
the Company in Delaware. The reincorporation is subject to stockholder
approval.

Warrants

In connection with a long-term marketing agreement entered into in January
2000, the Company has issued warrants to purchase up to an aggregate of
2,780,159 shares of common stock at an exercise price of $11.00 per share, of
which warrants to purchase 961,309 shares were immediately exercisable and the
remaining warrants will be exercisable in the future based on the holder
meeting stated volume targets for business conducted over the Noosh.com
service.

In connection with a print buyer user agreement entered into in January 2000,
the Company has issued a warrant to purchase up to 50,000 shares of common
stock at an exercise price of $11.00 per share, all shares of which will be
exercisable in the future based on the holder meeting a stated volume target
for business conducted over the Noosh.com service.

Amended and Restated Certificate of Incorporation

In January 2000, the Company amended and restated its Certificate of
Incorporation to increase the authorized number of shares of preferred stock to
15,200,000 shares, of which 6,809,135 were designated as Series C and 2,000,000
as Series D.

Series D Preferred Financing

In January 2000, the Company completed the closing of the Series D preferred
stock financing. The Company raised $15.6 million and issued 1,418,182 shares
of Series D preferred stock.

Employee Stock Purchase Plan

In January 2000, the Company's Board of Directors adopted the 2000 Employee
Stock Purchase Plan under which eligible employees will be able to purchase
common stock at a discount price in periodic offerings. The purchase plan will
commence on the effective date of the offering.

A total of 600,000 shares of common stock have been authorized for issuance
under the 2000 purchase plan.

F-16

NOOSH, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)

NOTES TO FINANCIAL STATEMENTS--(Continued)

Non-Employee Directors' Stock Option Plan

In January 2000, the Company's Board of Directors adopted the 2000 Non-
Employee Directors' Stock Option Plan under which non-employee directors will
automatically be granted options to purchase shares of common stock on the
effective date of the offering and on each annual stockholders' meeting,
beginning with the annual stockholders meeting in 2001.

A total of 350,000 shares of common stock have been authorized for issuance
under the 2000 Non-Employee Directors' Stock Option Plan.

2000 Equity Incentive Plan

In January 2000, the Company's Board of Directors adopted the 2000 Equity
Incentive Plan under which 6,000,000 shares of common stock have been reserved
for issuance of options to employees, directors and consultants.

The 2000 Equity Incentive Plan will be effective on the effective date of the
offering at which time no further option grants will be made under the 1998
Equity Incentive Plan.

F-17

[Description of Inside Back Cover Graphic: Graphic depicts the Noosh logo.
Graphic also contains the phrase: "the new dimension in managing print."

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

No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information or representations. This prospectus is an offer to
sell only the shares offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.

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

TABLE OF CONTENTS

Page
----

Prospectus Summary....................................................... 3
Risk Factors............................................................. 6
Note Regarding Forward-Looking Statements................................ 14
Use of Proceeds.......................................................... 15
Dividend Policy.......................................................... 15
Capitalization........................................................... 16
Dilution................................................................. 17
Selected Financial Data.................................................. 18
Management's Discussion and Analysis of Financial Condition and Results
of Operations .......................................................... 19
Business................................................................. 24
Management............................................................... 36
Related Party Transactions............................................... 48
Principal Stockholders................................................... 50
Description of Capital Stock ............................................ 52
Shares Eligible for Future Sale.......................................... 55
Underwriting............................................................. 57
Validity of Common Stock................................................. 58
Experts.................................................................. 59
Additional Information................................................... 59
Index to Financial Statements............................................ F-1

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

Through and including , 2000 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to a dealer's obligation to deliver a prospectus when
acting as an underwriter and with respect to an unsold allotment or
subscription.

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

NOOSH, Inc.

Common Stock

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

[NOOSH Logo]
[NOOSH, INC. LOGO APPEARS HERE]

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

Goldman, Sachs & Co.

Robertson Stephens

Banc of America Securities LLC

PaineWebber Incorporated

E*OFFERING

Representatives of the Underwriters

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

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

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

Registration fee................................................. $ 15,312
NASD filing fee.................................................. 6,300
Nasdaq National Market application fee........................... 95,000
Blue sky qualification fee and expenses.......................... 20,000
Printing and engraving expenses.................................. 250,000
Legal fees and expenses.......................................... 500,000
Accounting fees and expenses..................................... 250,000
Transfer agent and registrar fees................................ 15,000
Miscellaneous.................................................... 48,388
----------
Total............................................................ $1,200,000
==========

Item 14. Indemnification of Officers and Directors.

As permitted by Delaware law, our amended and restated certificate of
incorporation provides that no director of ours will be personally liable to
us or our stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability for:

. any breach of duty of loyalty to us or to our stockholders;

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

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

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

Our amended and restated certificate of incorporation further provides that
we must indemnify our directors and officers and may indemnify our other
employees and agents to the fullest extent permitted by Delaware law. We
believe that indemnification under our amended and restated certificate of
incorporation covers negligence and gross negligence on the part of
indemnified parties.

We intend to enter into indemnification agreements with each of our
directors and executive officers. These agreements, among other things,
require us to indemnify each director and executive officer for some expenses
including attorneys' fees, judgments, fines and settlement amounts incurred by
any of these persons in any action or proceeding, including any action by or
in the right of NOOSH, arising out of these persons' services as our director
or executive officer, any subsidiary of ours or any other company or
enterprise to which the person provides services at our request.

The underwriting agreement will provide for indemnification by the
underwriters of NOOSH, our directors, our officers who sign the registration
statement, and our controlling persons for some liabilities, including
liabilities arising under the securities act.

II-1

Item 15. Recent Sales of Unregistered Securities.

Since inception, we have sold and issued the following unregistered
securities:

(1) From August 15, 1998 to January 25, 2000, we have granted stock
options to purchase 7,137,435 shares of the our common stock to employees,
consultants and directors pursuant to our 1998 equity incentive plan. Of
these stock options, 73,100 shares have been cancelled without being
exercised, 3,025,428 shares have been exercised, 0 have been repurchased
and 4,038,907 shares remain outstanding.

(2) In August 1998, we issued an aggregate of 40,000 shares of common
stock to one purchaser at $0.00125 per share for an aggregate purchase
price of $50.

(3) In August 1998, we issued an aggregate of 4,000,000 shares of common
stock to Ofer Ben-Shachar at $0.00125 per share for an aggregate purchase
price of $5,000.

(4) In September 1998, we issued an aggregate of 4,000,000 shares of
common stock to Ofer Ben-Shachar at $0.00125 per share for an aggregate
purchase price of $5,000.

(5) In November 1998, we issued an aggregate of 2,023,077 shares of
Series A preferred stock to twelve purchasers at $0.65 per share for an
aggregate purchase price of $1,315,000. Shares of Series A preferred stock
are convertible into shares of common stock at the rate of two shares of
common stock for each share of Series A preferred stock owned.

(6) In January 1999 through March 1999, we issued an aggregate of 76,986
shares of common stock to four consultants at $0.325 per share for an
aggregate purchase price of $2,502.

(7) In April 1999, we issued an aggregate of 4,363,637 shares of Series B
preferred stock to twenty-two purchasers at $2.75 per share for an
aggregate purchase price of $12,000,002. Shares of Series B preferred stock
are convertible into shares of common stock at the rate of two shares of
common stock for each share of Series B preferred stock owned.

(8) On September 15, 1999, we issued an aggregate of 13,216 shares of
common stock to six consultants at $0.80 per share for an aggregate
purchase price of $10,573.

(9) On October 8, 1999, we issued an aggregate of 11,609 shares of common
stock to eight consultants at $1.00 per share for an aggregate purchase
price of $11,609.

(10) On October 15, 1999, we issued an aggregate of 19,000 shares of
common stock to one employee as consideration with an aggregate fair market
value of $19,000 under a technology transfer agreement.

(11) On November 1, 1999, we issued an aggregate of 5,727 shares of
common stock to two consultants at $1.25 per share for an aggregate
purchase price of $7,159.

(12) In November 1999, we issued an aggregate of 6,809,135 shares of
Series C preferred stock to thirty-nine purchasers at $7.45 per share for
an aggregate purchase price of $50,728,056. Shares of Series C preferred
stock are convertible into shares of common stock at the rate of one share
of common stock for each share of Series C preferred stock owned.

(13) On November 15, 1999, we issued an aggregate of 33,865 shares of
common stock to four consultants at $1.50 per share for an aggregate
purchase price of $50,798.

(14) On November 30, 1999, we issued an aggregate of 847 shares of common
stock to three consultants at $1.75 per share for an aggregate purchase
price of $1,482.

(15) On December 30, 1999, we issued two warrants to two purchasers to
purchase an aggregate of 495,000 shares of common stock. A portion of the
first warrant, for a total of 140,000 shares, became immediately
exercisable upon issuance at an exercise price of $7.45. A portion of the
second warrant, for a total of 75,000 shares, became immediately
exercisable upon

II-2

issuance at an exercise price of $11.00. The remaining portions of the
warrants are exercisable when the print vendors meet stated volume targets
for business conducted over our service at exercise prices ranging from
$7.45 per share to the fair market value of our common stock on the date
the volume targets are met.

(16) On December 31, 1999, we issued an aggregate of 13,203 shares of
common stock to seven consultants for an aggregate purchase price of
$29,707.

(17) On January 14, 2000, we issued one warrant to one purchaser to
purchase an aggregate of 50,000 shares of common stock at an exercise price
of $11.00 per share.

(18) On January 25, 2000 we issued 1,418,182 shares of Series D preferred
stock to three purchasers at $11.00 per share for a total of $15,600,002.
Shares of Series D preferred stock are convertible into shares of common
stock at the rate of one share of common stock for each share of Series D
preferred stock owned. In addition, we issued two warrants to purchase an
aggregate of 2,780,159 shares of common stock at an exercise price of
$11.00 per share. A total of 961,309 shares of common stock are immediately
exercisable under the warrants. The remaining shares under the warrants are
exercisable when the holder meets stated volume targets for business
conducted over our service.

With respect to the grant of stock options described in paragraph (1), an
exemption from registration was unnecessary in that none of the transactions
involved a "sale" of securities as this term is used in Section 2(3) of the
Securities Act. The sale and issuance of securities and the exercise of
options described in paragraphs (1), (6), (8), (9), (11), (13), (14) and (15)
above were deemed to be exempt from registration under the Securities Act by
virtue of Rule 701 promulgated thereunder in that they were offered and sold
either pursuant to a written compensatory benefit plan or pursuant to a
written contract relating to compensation, as provided in Rule 701. The sale
and issuance of securities described in paragraphs (2), (3), (4), (5), (7),
(10), (12), (16), (17) and (18) above were deemed to be exempt from
registration under the Securities Act by virtue of Rule 4(2) or Regulation D
promulgated thereunder.

Appropriate legends are affixed to the stock certificates issued in the
aforementioned transactions. Similar legends were imposed in connection with
any subsequent sales of any of these securities. All recipients either
received adequate information about NOOSH or had access, through employment or
other relationships, to such information.

II-3

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

Exhibit
Number Description of Document
------- -----------------------

1.1* Form of Underwriting Agreement.
3.1 Certificate of Incorporation of Registrant, as currently in effect.
3.2 Form of Amended and Restated Certificate of Incorporation of
Registrant to be filed upon the closing of the offering made pursuant
to this Registration Statement.
3.3 Bylaws of the Registrant as currently in effect.
4.1* Specimen Common Stock Certificate.
4.2 Amended and Restated Investor Rights Agreement dated January 25, 2000
between Registrant and holders of the Registrant's Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock.
4.3* Warrant for the Purchase of 225,000 shares of Common Stock issued to
Consolidated Graphics, Inc. dated December 30, 1999.
4.4* Warrant for the Purchase of 270,000 shares of Common Stock issued to
Wallace Computer Services, Inc. dated December 30, 1999.
4.5* Warrant for the Purchase of 2,430,159 shares of Common Stock issued to
R.R. Donnelley & Sons Company dated January 25, 2000.
4.6* Warrant for the Purchase of 350,000 shares of Common Stock issued to
R.R. Donnelley & Sons Company dated January 25, 2000.
5.1* Opinion of Cooley Godward LLP.
10.1 Form of Indemnity Agreement.
10.2 1998 Equity Incentive Plan and related documents.
10.3 2000 Equity Incentive Plan and related documents.
10.4 2000 Employee Stock Purchase Plan.
10.5 2000 Non-Employee Directors Stock Option Plan and related documents.
10.6 Lease Agreement, dated April 1, 1999, between Registrant and Syntex
(U.S.A.) Inc.
10.7 Sublease Agreement, dated November 1, 1999, between the Registrant and
Xerox Corporation.
10.8 Promissory Note, dated April 15, 1999, between Registrant and David
Hannebrink.
10.9 Promissory Note, dated October 8, 1999, between Registrant and Hagi
Schwartz.
10.10 Promissory Note, dated November 1, 1999, between Registrant and David
Hannebrink.
10.11* Promissory Note, dated January 3, 2000, between Registrant and Kevin
Akeroyd.
10.12* Promissory Note, dated January 3, 2000, between Registrant and Ray
Martinelli.
10.13* Promissory Note, dated January 3, 2000, between Registrant and Timothy
Moore.
10.14* Promissory Note, dated January 15, 2000, between Registrant and Steven
Baloff.
10.15* Promissory Note, dated January 15, 2000, between Registrant and David
Hannebrink.
10.16* Promissory Note, dated January 15, 2000 between Registrant and Robert
Shaw.
10.17*+ Co-Development and Marketing Agreement, dated as of January 25, 2000,
between the Registrant and R.R. Donnelley & Sons Company.
23.1 Consent of Independent Accountants.
23.2* Consent of Cooley Godward LLP (included in Exhibit 5.1).
24.1 Power of Attorney. Reference is made to the signature page.
27.1 Financial Data Schedule.

- --------
* To be filed by amendment.

+ Confidential treatment has been requested for a portion of this exhibit.

(b) Financial Statement Schedules.

Schedules are omitted because they are not applicable, or because the
information is included in the Financial Statements or the Notes thereto.

II-4

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) That for purposes of determining any liability under the Securities
Act, the information omitted from the form of this 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) That for purposes 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 the securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) Insofar as indemnification 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 15
of this Registration Statement or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission this
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against these 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, 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 of whether the indemnification by it is against
public policy as expressed in the Securities Act of 1933, and will be
governed by the final adjudication of this issue.

(4) To provide to the Underwriters at the closing specified in the
Underwriting Agreement certificates in the denomination and registered in
the names required by the Underwriters to permit prompt delivery to each
purchaser.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Santa Clara, State of
California, on the 25th day of January, 2000.

NOOSH, Inc.

/s/ Ofer Ben-Shachar
By: _________________________________
Ofer Ben-Shachar
President, Chief Executive
Officer and Chairman

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Ofer
Ben-Shachar and Hagi Schwartz his or her true and lawful attorney-in-fact and
agent, each acting alone, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments
and registration statements filed pursuant to Rule 462) to the Registration
Statement on Form S-1, and to any registration statement filed under
Securities and Exchange Commission Rule 462, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signatures Title Date
---------- ----- ----

/s/ Ofer Ben-Shachar President, Chief Executive January 25, 2000
______________________________________ Officer and Chairman of
Ofer Ben-Shachar the Board of Directors
(principal executive
officer)

/s/ Hagi Schwartz Vice President and Chief January 25, 2000
______________________________________ Financial Officer
Hagi Schwartz (principal financial and
accounting officer)

/s/ Steven Baloff Director January 25, 2000
______________________________________
Steven Baloff

/s/ Arthur Patterson Director January 25, 2000
______________________________________
Arthur Patterson

/s/ Kathy Levinson Director January 25, 2000
______________________________________
Kathy Levinson

II-6

EXHIBIT INDEX

Exhibit
Number Description of Document
------- -----------------------

- --------
* To be filed by amendment.

+ Confidential treatment has been requested for a portion of this exhibit.