<PAGE>

RISK  FACTORS

An investment in the securities of the company is highly speculative and subject
to  a  high  degree  of  risk. Only those who can bear the risk of loss of their
entire  investment  should  participate.  Prospective investors should carefully
consider the following factors, among others, before making an investment in the
common  stock  described  in  this  document.

BECAUSE  OF THE COMPANY'S LIMITED OPERATING HISTORY, IT MAY NOT BE SUCCESSFUL IN
ADDRESSING  RISKS  ASSOCIATED  WITH  A  NEW  BUSINESS

 The Company has a very limited operating history. The Company has not yet begun
to  make sales of commercial versions of its product, and is a development stage
company. The Company's business and prospects must be considered in light of the
risks  encountered  by  companies  in  their  early  stages  of  development,
particularly  companies in new and rapidly evolving markets such as peer-to-peer
online  file  sharing.  Some  of these risks relate to the Company's ability to:
execute its business and marketing strategy; continue to develop and upgrade its
technology;  respond  to competitive developments; and hire, retain and motivate
qualified  personnel.

THE  COMPANY  MAY  NOT  BE  PROFITABLE  FOR  THE  FORESEEABLE  FUTURE

 The  Company's product was first distributed to the public in the first quarter
of  2000.  To  date,  however,  the  product  has  been,  and  continues  to be,
distributed  free of charge as the Company attempts to develop a broad user base
for  the  product.  Once  the  Company  has  established  the  user  base to the
satisfaction  of  management,  it  will  be  begin to charge for upgrades to the
product.  Accordingly,  the  Company  has  incurred  significant  losses  since
commencement  of  its  current  operations,  and  its losses are continuing. The
Company  intends to continue to expend financial and management resources on the
development  of upgrades to its product, and other aspects of its business. As a
result, the Company expects operating losses and negative cash flows to continue
for  the  foreseeable  future.  In  addition,  the  Company anticipates that its
operating  losses  will  increase  significantly  from  current  levels.

THE  COMPANY'S  OPERATING  RESULTS IN THE FUTURE WILL DEPEND UPON ITS ABILITY TO
MAINTAIN  ACCEPTANCE  IN  THE  USER  MARKET AND DEAL WITH COMPETITIVE PRESSURES.

For  the  Company  to be successful, it will be necessary for it to meet various
business  and  competitive  pressures.  For example, its success will depend on:

*  its  ability  to  attract  users  as  paying  customers;
*  the  introduction  of  new  competing  products  or  services  by  others;
*  price  competition;
*  the  continued  rapid development of the market for peer-to- peer online file
   sharing  products;
*  its  ability  to  be  competitive  in  its  product  offerings;
*  the  Company'  ability  to  attract  and  retain  personnel;  and
*  U.S. and foreign regulations relating to the peer-to-peer online file sharing
   products  and  the  Internet  generally.

The  Company's  market is new and the commercial versions of its product may not
be  generally  accepted  by  users.  If  the Company cannot establish and grow a
customer  base  of  paying  customers,  the Company will not be able to generate
sales  and  revenues  or  create  economies  of  scale  to  offset its fixed and
operating costs. The Company's future growth depends on the willingness of users
to  pay  for peer-to-peer online file sharing software and the Company's ability
to market its products in a cost-effective manner to a sufficiently large number
of  customers.  If  this  market  fails to develop, or develops more slowly than
expected,  or  if  the  Company's services do not achieve market acceptance, its
business  would  be  adversely  affected.

<PAGE>

THE  COMPANY IS ENTIRELY DEPENDENT UPON INTERNET SERVICE PROVIDERS CONTINUING TO
SUPPORT  PEER-TO-PEER  INITIATIVES

The  Company's  product  permits  users  to make their files available to others
online  and to search and download files that others have made available online.
Due  the  nature  of  the  software  and  the Gnutella Network through which the
Company's  product  operates,  the  operation  of  the  Company's product by its
customers  can  consume  large  amounts  of  bandwidth.  As  this requirement is
generally  met by customers' Internet service providers, the continued viability
of  the  Company's  product  is  in  large  part  dependent  upon  the continued
willingness  of  internet service providers to permit users to run software such
as  the  Company's  product.  Any  prohibition  by Internet service providers of
peer-to-peer  online  file  sharing  software  could  have  adversely affect the
Company's  business.

THE  COMPANY  IS  VULNERABLE  TO  INCREASES  IN  THE  COST  OF  BANDWIDTH

As  the  operation  of  the  Company's  product  by  its  customers  is
bandwidth-intensive, requiring large amounts of bandwidth by each user connected
to  the  Gnutella  Network,  any  increase  in  the cost of bandwidth charged by
customers' internet service providers could render the operation of the software
prohibitively  expensive  to  individual  customers,  which would have adversely
affect  the  Company's  business.

THE  COMPANY'S  VULNERABILITY  TO  LACK  OF  CAPACITY, SYSTEM FAILURE AND SYSTEM
DEVELOPMENT  RISKS  COULD  HURT  ITS  BUSINESS

The Company's product is and will continue to be made available to users through
network  servers  and  systems operated by others. The satisfactory performance,
reliability and availability of these networks will be critical to the Company's
operations  and  its  reputation  and ability to attract and retain users. These
systems and operations are vulnerable to damage or interruption from fire, flood
and  other  natural disasters, power loss, telecommunications failure, break-ins
and  similar events. Any systems interruption that impairs the Company's ability
to  provide  its  products  will reduce the availability of product offerings to
users,  which  could  have  an  adverse affect on its user base and/or revenues.

THE  COMPANY  FACES  INTENSE  COMPETITION  AND  COULD  MAKE  PRICING, SERVICE OR
MARKETING  DECISIONS  THAT  COULD  HARM  ITS  BUSINESS

The  peer-to-peer  online  file  sharing  market  is  new,  rapidly evolving and
extremely  competitive.  The  Company  expects  competition  to intensify in the
future.  The  Company  currently  competes  directly  with  other  providers and
developers  of  peer-to-  peer  online  file  sharing  software  and  solutions,
developers  and  manufacturers  of  other  file  sharing  products,  including
recordable  media  such  as  floppy  diskettes,  recordable  CD  ROM, as well as
software such as e-mail clients capable of sending file attachments. Many of the
Company's  current  and  potential  competitors have longer operating histories,
larger  customer  bases,  greater  name  recognition  and  significantly greater
financial,  marketing and other resources than the Company. In addition, larger,
well-established and well-financed entities may acquire, invest in or form joint
ventures  with  online  competitors  as the use of the Internet and other online
services  increases. In addition,  new  technologies and  the expansion  of
existing technologies,  are expected  to  result  in  additional  competition.

THE  COMPANY  IS  SUBJECT  TO  RAPID TECHNOLOGICAL CHANGE WHICH COULD RENDER THE
COMPANY'S  TECHNOLOGY  AND  PRODUCTS  OBSOLETE

The  Company's  future  success  will  depend  on  its ability to offer software
products  that  incorporate  leading  technology  and  address  the increasingly
sophisticated  and  varied needs of current and prospective users. The Company's
market  is  characterized  by  rapidly  changing  technology,  evolving industry
standards,  changes in user needs, emerging competition and frequent new service
introductions.  Future  advances  in  technology  may  not  be  beneficial to or
compatible  with,  its  business.  In  addition,  the Company may not be able to
incorporate  advances on a cost-effective and timely basis. In addition, keeping
pace  with  the  technological advances may require substantial expenditures and
lead  time.


<PAGE>

ANY LOSS OF THE COMPANY'S PERSONNEL OR INABILITY TO ADD NEW PERSONNEL COULD HARM
THE  COMPANY'S  BUSINESS

The Company's future success depends significantly on the continued services and
performance  of  its  management.  The Company's performance also depends on its
ability  to  retain  and motivate its key employees. The loss of the services of
any  of  the  Company's  executive  officers  or other key employees could cause
significant  disruption  in the Company's business. The Company has no long-term
employment agreements with senior management and does not currently maintain any
"key  person"  life  insurance. The Company's future success also depends on its
ability  to  identify,  attract,  hire,  train, retain and motivate other highly
skilled  technical,  managerial,  operations, merchandising, sales and marketing
and  customer  service personnel. Competition for such personnel is intense, and
the  Company  may  not  successfully  attract, assimilate or retain sufficiently
qualified  personnel.  The failure to retain and attract the necessary personnel
could  impede  its  future  success.

GOVERNMENT  REGULATION  AND  LEGAL  UNCERTAINTIES COULD ADD ADDITIONAL COSTS AND
RISKS  TO  DOING  BUSINESS ON THE INTERNET AND COULD HARM THE COMPANY'S BUSINESS

The  Company  is  not currently subject to direct regulation by any governmental
agency,  other  than  regulations  applicable  to  businesses  generally, export
control  laws and laws or regulations directly applicable to peer-to-peer online
file  sharing. However, due to the increasing popularity and use of the Internet
and  peer-to-peer  online  sharing,  it  is  possible  that a number of laws and
regulations may be adopted with respect to the Internet covering issues such as:
user  privacy,  pricing,  content, copyrights, distribution, and characteristics
and quality of products and services. Furthermore, the growth and development of
the  market  for  peer-to-peer  online  file  sharing  may prompt calls for more
stringent  consumer  protection,  privacy  and  copyright  laws  that may impose
additional  burdens  on those companies conducting business online. The adoption
of  additional laws or regulations may negatively affect the growth or continued
use  of  peer-to-peer  online  file  sharing, which could, in turn, decrease the
demand  for  the Company's products and increase its cost of doing business. The
applicability to the Internet of existing laws governing issues such as property
ownership,  copyrights,  encryption  and  other  intellectual  property  issues,
taxation,  libel,  export  or  import matters, obscenity and personal privacy is
uncertain.  The  vast  majority of such laws were adopted prior to the advent of
the  Internet  and related technologies. As a result, they do not contemplate or
address  the  unique issues of the Internet and related technologies. Changes to
such  laws  intended  to  address  these  issues could create uncertainty in the
Internet  marketplace.  Such  uncertainty  could reduce demand for the Company's
products  or  increase  the  cost  of  doing  business due to increased costs of
litigation  or  increased  service  delivery  costs.

THE  COMPANY'S  STOCK  PRICE  HAS  BEEN  AND  COULD  BE  HIGHLY  VOLATILE

The  trading  price  of  the  Company's  common  stock has been and is likely to
continue  to  be  highly  volatile  and could be subject to wide fluctuations in
response  to  a  number  of factors including: variations in quarterly operating
results;  new  products  or  services offered by the Company or its competitors;
conditions  or trends in the Internet and online commerce industries; changes in
the  economic  performance  and/or  market  valuations  of  other  Internet,
peer-to-peer  technology  companies;  and other events or factors, many of which
are  beyond the Company's control. In addition, the stock market in general, and
the  market  for  Internet-related  and  technology companies in particular, has
experienced extreme price and volume fluctuations that have often been unrelated
or  disproportionate to the operating performance of such companies. These broad
market  and industry factors may materially adversely affect the market price of
the  Company's  common  stock,  regardless  of  the  Company's  actual operating
performance. In the past, following periods of volatility in the market price of
a  company's  securities,  securities  class-action  litigation  has  often been
instituted  against such companies. Such litigation, if instituted, could result
in  substantial  costs  and a diversion of management's attention and resources.