Bankrate Inc – IPO: ‘424B1’ on 5/17/99

As of:  Monday, 5/17/99   ·   Accession #:  931763-99-1734   ·   File #:  333-74291

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Initial Public Offering (IPO):  Prospectus   —   Rule 424(b)(1)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Intelligent Life Corporation 424B (1)                 74    412K 

Document Table of Contents

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PROSPECTUS                                                                      

                                                               FILED PURSUANT TO
                                                                RULE 424 (B) (1)
                                                               FILE NO: 33-74291
3,500,000 Shares

[COMPANY LOGO]

Common Stock

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

Intelligent Life Corporation provides consumers with independent and      
objective research comparing various consumer banking and credit products, such 
as mortgages, home equity loans and credit cards. We also publish original      
editorial content relating to personal finance matters. We provide this         
information through our internet sites Bankrate.com, theWhiz.com, Consejero.com 
and CPNet.com and in print through Bank Rate Monitor and Consumer Mortgage      
Guide.                                                                          

[LOGO]               [LOGO]               [LOGO]             [LOGO] 

  This is our initial public offering. See "Underwriting" beginning on page 53
for a discussion of the factors considered in determining the initial public    
offering price. The common stock has been approved for listing on the Nasdaq    
National Market under the symbol "ILIF."                                        

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

 See "Risk Factors" beginning on page 8 for a discussion of material factors
that you should consider before you invest in the common stock being sold with  
this prospectus.                                                                

Neither the Securities and Exchange Commission nor any state securities   
commission 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.                                                             

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

                                                                [Download Table]

                                                           Per Share    Total   
                                                           --------- -----------
                                                                                
Public Offering Price.....................................  $13.00   $45,500,000
Underwriting Discounts and Commissions....................  $ 0.91   $ 3,185,000
Proceeds to Intelligent Life Corporation..................  $12.09   $42,315,000

The underwriters may purchase up to an additional 525,000 shares of common
stock from Intelligent Life Corporation at the public price less underwriting   
discounts solely to cover over-allotments.                                      

ING Baring Furman Selz LLC                               Warburg Dillon Read LLC

Online distribution by
E*TRADE Securities

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

This prospectus is dated May 13, 1999.      

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[Artwork] 

[Heading of first page of artwork is entitled: "bankrate.com is Intelligent     
Life's flagship site." Contains fifteen screenshots of the Company's web        
sites. There is wording outside of the screenshots that describes the           
screenshots and provides certain information about the Company. The             
descriptions are as follows: "Our home page combines news, features and         
overnight averages on the most popular yields and rates. Links lead to topical  
home pages with more in depth information"; "Our extensive data includes a      
credit card database with 7,000 entries accessed by a search engine";           
"bankrate.com surveys 100 banks thrifts and credit unions to track online       
banking fees"; "Articles and background information supplement surveys"; "A     
proprietary bank rating system keeps readers informed about financial strength  
of banks"; "Rate and news links lead to a topical home page, a search page and  
then to a listing of the rates in a specified market"; " "How to' information   
promotes money management skills"; "Co-branded partners include many leading    
online information"; and "Bank Rate Monitor en espanol provides our banking     
and credit research and editorial information for Spanish speakers."]           

[Heading of second page of artwork is entitled: "Consejero.com targets a        
Spanish-speaking audience." Page contains six screenshots of the Company's web  
sites. There is wording outside of the screenshots that provides a description  
of the screenshot and provides certain information about the Company. The       
descriptions are as follows: "Consejero.com reaches a worldwide Spanish-        
speaking audience with news and financial information"; "Consejero.com          
includes stories from Spain, major Latin American countries, and the U.S.";     
"What better way to see what's going on at your friends' schools than by        
reading their campus newspapers? This site links to the best.' Yahoo! Internet  
Life Magazine, September 1997"; and "In partnership with college newspapers,    
CPNet helps students get a good start in life. The site debuted in September    
1995, and is now a leading index of online student newspapers."]                

[Heading of third page of artwork is entitled: "Intelligent Life examines       
personal finance." Contains five screenshots of the Company's web sites. There  
is wording outside of the screenshots that describes the screenshots and        
provides certain information about the Company. The descriptions are as         
follows: "Intelligent Life provides research comparing various consumer         
banking and credit products and offers original online editorial content        
relating to personal finance issues"; "bankrate.com attracts consumers who are  
desirable to advertisers"; "Mortgage rates and news are the most popular        
destinations"; "State averages arm borrowers with information to locate the     
best rate"; "theWhiz.com contains financial advice to help the average person   
manage her life"; "theWhiz.com contains financial advice to help the average    
person manage her life"; "Finding and keeping a job is the foundation for a     
good financial future"; and "The cost of life provides a humorous and           
entertaining look at everyday purchases...."                                    

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PROSPECTUS SUMMARY

You should read the following summary together with the more detailed     
information and financial statements and notes thereto appearing elsewhere in   
this prospectus. Immediately prior to completion of this offering, all          
outstanding shares of our Series A Preferred Stock and Series B Preferred Stock 
will be converted into shares of common stock. Except for those places where we 
tell you otherwise, all information contained in this prospectus gives effect   
to this conversion. Except for those places where we tell you otherwise, the    
information in this prospectus assumes that the underwriters' over-allotment    
option will not be exercised. Except for those places where we tell you         
otherwise, the information in this prospectus assumes a five to one stock       
split, effected in the form of a stock dividend, to be paid on each issued and  
outstanding share of common stock immediately prior to completion of this       
offering. See "Description of Capital Stock" on page 48 and "Underwriting" on   
page 53.                                                                        

The Company 

Overview                                                                        

We provide consumers with independent and objective research comparing    
various consumer banking and credit products. We also publish original          
editorial content relating to personal finance matters. Since 1984, we have     
provided this information to leading newspapers and magazines and through our   
publication Bank Rate Monitor. Today, we publish our data online through our    
principal web site, Bankrate.com, and through distribution (or syndication)     
arrangements with more than 60 web site operators. Our unique information,      
which is compiled by 38 researchers, is accompanied by extensive editorial      
content designed to assist consumers with their decision making process.        
Information is presented for 120 geographic markets and nationally and includes 
data regarding:                                                                 

.  mortgage and home equity loans;                                          

.  credit cards;                                                            

.  automobile loans;                                                        

.  checking accounts;                                                       

.  ATM fees; and                                                            

.  yields on savings instruments.                                           

We are currently using the resources of Bankrate.com to create new online 
publications that provide personal finance information to additional targeted   
audiences. These publications include:                                          

.  theWhiz.com, which targets an audience that is younger, more female and  
more ethnically diverse than typical personal finance publications;   

.  Consejero.com, which targets a Spanish-speaking audience;                

.  CPNet.com, which targets the college market; and                         

.  Garzarelli.com, a subscription-based service.                            

The "Business and Finance Report" compiled by Media Metrix, Inc. for the  
quarter ended December 31, 1998 indicated that we had 1.3 million unique        
visitors, compared to 1.1 million for the quarter ended September 30, 1998.     
Unique visitors are the number of different web users that visited our sites    
over the course of the reporting period.                                        

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Our Opportunity                                                                 

  We believe many purchasers of financial products and services are relatively
uninformed with respect to these products and services and often rely upon      
personal relationships when making such purchases. As the sale of many of these 
products and services moves to the web, where there is little personal contact, 
we believe that consumers will seek sources of independent, objective           
information such as Bankrate.com to facilitate and support their buying         
decisions. Our publications are targeted to fulfill the market need for online  
personal and consumer finance information.                                      

We use our comparative data regarding financial products and related      
editorial content to create a unique web-based service designed to enable our   
audience to keep abreast of personal finance developments and better manage     
their financial affairs. As a result, we believe we can assemble a loyal base   
of users made up of targeted audiences that are attractive to advertisers.      

Strategy                                                                        

 Our objective is to create a series of online publications that are trusted
sources of editorial content for consumers in the area of personal finance.     
Elements of our strategy include:                                               

.increase awareness of our publications;                                  

.expand existing publications;                                            

.grow distribution relationships;                                         

.add new publications; and                                                

.provide high value added solutions to advertisers.                       

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Background                                                                      

Intelligent Life commenced internet operations in 1995. In 1997, following
the hiring of William P. Anderson, III, our President and Chief Executive       
Officer, our online activities became our principal focus. Since commencing     
online operations, we have developed substantial online business capabilities,  
and now create and host a significant number of web sites and sell and deliver  
advertising relating to all of these sites. As a result of having developed     
this infrastructure, we believe we are well-positioned to grow our business.    
Our focus on online activities has resulted in a corresponding growth in online 
publishing revenue as well as net losses.                                       

                      Mar 31,  Jun 30,   Sep 30,  Dec 31,  Mar 31,
                       1998     1998      1998     1998     1999
                      -------  -------   -------  -------  -------
Publishing Revenue      703    1,175     1,168      927      1,478

For the quarter ended March 31, 1999, the above graph excludes significant
noncash transactions, which resulted in noncash compensation expense totaling   
approximately $1,893,000 and a noncash financing charge of approximately        
$2,656,000, in each case resulting from the issuance of stock or options below  
fair market value. See "Management's Discussion and Analysis of Financial       
Condition and Results of Operations--Noncash Charges" on page 24.               

  Intelligent Life was incorporated in Florida in 1993 and acquired the assets
of its predecessor at that time. Our principal executive office is located at   
11811 U.S. Highway One, Suite 101, North Palm Beach, Florida 33408 and our      
telephone number is (561) 627-7330.                                             

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The Offering

                                                                [Download Table]
                                                                              
Common stock offered by                                                       
 Intelligent Life............... 3,500,000 shares                             
Common stock outstanding after                                                
 this offering.................. 13,440,988 shares                            
Use of proceeds................. For expansion of our business, including     
                                 marketing and promotional expenditures,      
                                 investment in editorial and content          
                                 production resources, and possible future    
                                 acquisitions, and for general corporate      
                                 purposes, including working capital. See "Use
                                 of Proceeds" on page 14.                     
Nasdaq National Market symbol... ILIF                                         

The common stock outstanding after this offering excludes:                      

.  787,500 shares of common stock issuable upon the exercise of options     
outstanding at April 15, 1999, at a weighted average exercise price of
$2.50 per share, and 472,500 shares of common stock issuable upon     
 exercise of options to be granted upon completion of this offering with
an exercise price equal to the initial public offering price; and     

.  525,000 shares of common stock that may be sold by Intelligent Life      
pursuant to the Underwriters' over-allotment option.                  

The common stock outstanding after this offering includes:                  

.  5,359,350 shares of common stock issuable upon the automatic conversion  
  of all Series A and Series B Preferred Stock outstanding at December 31,
1998 upon completion of the offering;                                 

.  339,200 shares of common stock issuable upon the automatic conversion of 
Series B Preferred Stock that was issued on April 9, 1999 upon        
conversion of a promissory note issued by Intelligent Life on March 9,
1999 for $1 million; and                                              

.  189,238 shares of common stock resulting from the reclassification of    
redeemable common stock upon cancellation of the put right associated 
with such shares and upon forgiveness of a promissory note issued in  
consideration for 454,170 shares of redeemable common stock (264,932  
shares of stock were reacquired). See "Management--Stock Option and   
Other Compensation Plans" on page 43.                                 

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Summary Financial and Operating Data

                                                        [Enlarge/Download Table]

                                                                     Six Months           
                               Year Ended June 30,               Ended December 31,       
                         ----------------------------------  ---------------------------- 
                            1996        1997        1998         1997           1998      
                         ----------  ----------  ----------  -------------  ------------- 
                            in thousands, except share       in thousands, except share   
                                and per share data               and per share data       
                                                                                          
Statement of Operations                                                                   
 Data:                                                                                    
Online publishing                                                                         
 revenue................ $       70  $      485  $    1,282  $         508  $       1,809 
Print publishing and                                                                      
 licensing revenue......      1,558       2,058       2,559          1,180          1,660 
                         ----------  ----------  ----------  -------------  ------------- 
 Total revenue..........      1,628       2,543       3,841          1,688          3,469 
Loss from operations....       (619)       (879)     (2,828)          (939)        (2,287)
Net loss................       (672)       (956)     (2,782)          (904)        (2,095)
Conversion of                                                                             
 nonredeemable                                                                            
 convertible series A                                                                     
 preferred stock to                                                                       
 redeemable.............        --          --          --             --          (4,438)
Net loss applicable to                                                                    
 common stock...........       (672)       (956)     (2,782)          (904)        (6,533)
Basic and diluted net                                                                     
 loss per share......... $    (0.13) $    (0.20) $    (0.72) $       (0.24) $       (1.63)
Weighted average shares                                                                   
 outstanding used in                                                                      
 basic and diluted per                                                                    
 share calculation(1)...  5,000,000   4,743,590   3,846,200      3,846,200      4,018,700 

                                                                [Download Table]

                                         As of                 
                                   December 31, 1998           
                         --------------------------------------
                                     in thousands              
                                                   Pro forma   
                          Actual   Pro forma (2) As Adjusted(3)
                         --------  ------------- --------------
                                                               
Balance Sheet Data:                                            
Cash and cash                                                  
 equivalents............ $  1,633     $2,633        $44,178    
Working capital.........      658      1,658         43,203    
Total assets............    3,099      4,099         45,644    
Long-term liabilities...      263        263            263    
Redeemable convertible                                         
 preferred stock........   12,198        --             --     
Total stockholders'                                            
 equity (deficit).......  (10,985)     2,213         43,758    

--------                                                                        
(1) Weighted average shares outstanding do not include shares underlying        
   outstanding stock options and shares underlying redeemable common stock and
 convertible preferred stock because such securities are anti-dilutive for
each of the periods presented.                                          

(2) This column includes the impact of (a) the issuance of 5,359,350 shares of  
common stock issuable upon conversion of all Series A and Series B      
Preferred Stock outstanding at December 31, 1998 upon completion of the 
  offering; (b) the issuance of 339,200 shares of common stock issuable upon
automatic conversion of Series B Preferred Stock that was issued on     
April 9, 1999 upon conversion of a promissory note issued by Intelligent
Life on March 9, 1999 for $1 million and the associated charge of       
  $2,656,000; and (c) the reclassification of 189,238 shares of common stock
reclassified from redeemable common stock upon cancellation of the put  
   right associated with such shares and upon forgiveness of a promissory note
issued in consideration for 454,170 shares of redeemable common stock   
(264,932 shares of stock were reacquired) and the associated charge of  
$1,782,000.                                                             

(3) This column contains pro forma balance sheet data that has been adjusted to 
give effect to the sale by Intelligent Life of the 3,500,000 shares of  
  common stock offered hereby at an initial public offering price of $13 per
  share and the receipt of the estimated net proceeds therefrom. See "Use of
Proceeds" on page 14 and "Capitalization" on page 15.                   

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RISK FACTORS

An investment in our common stock involves a high degree of risk. In      
addition to the other information in this prospectus, you should carefully read 
and consider the following risk factors before investing in our common stock.   

We have a history of losses                                                     

We incurred net losses of approximately $2,782,000, $956,000 and $672,000 
for the years ended June 30, 1998, 1997 and 1996 and a net loss of $2,095,000   
for the six months ended December 31, 1998. We had an accumulated deficit of    
approximately $10,745,000 as of December 31, 1998. We anticipate that we may    
incur operating losses in the future due to a high level of planned             
expenditures. Furthermore, we will incur significant noncash charges during the 
next four years. Although our revenue has grown rapidly in recent periods, such 
growth may not continue and may not lead to profitability.                      

Our success depends upon internet advertising revenue                           

We expect to derive more than half of our revenues for the foreseeable    
future through the sale of advertising space on our internet web pages. Any     
factors that limit the amount advertisers are willing to spend on advertising   
on our web sites could have a material adverse effect on our business. These    
factors may include:                                                            

.  lack of standards for measuring web site traffic or effectiveness of web 
site advertising;                                                     

.  lack of established pricing models for internet advertising;             

.  failure of traditional media advertisers to adopt internet advertising;  

.  introduction of alternative advertising sources; and                     

.  lack of significant growth in web site traffic.                          

The internet is a new medium for advertising and its effectiveness is     
unproven. Demonstrating the effectiveness of advertising on our web sites is    
critical to our ability to generate advertising revenue. Currently, there are   
no widely accepted standards to measure the effectiveness of internet           
advertising, and we cannot be certain that such standards will develop          
sufficiently to support our growth through internet advertising.                

  Currently, a number of different pricing models are used to sell advertising
on the internet. Pricing models are typically either CPM-based (cost per        
thousand) or performance-based. We predominantly utilize the CPM-based model,   
which is based upon the number of advertisement impressions. The performance-   
based, or per click, model is payable on each individual click even though it   
may take multiple advertisement impressions to generate one click. We cannot    
predict which pricing model, if any, will emerge as the industry standard.      
Therefore, it is difficult for us to project our future advertising rates and   
revenues. For instance, banner advertising, which is currently our primary      
source of online revenue, may not be an effective advertising method in the     
future. If we are unable to adapt to new forms of internet advertising and      
pricing models, our business could be adversely affected.                       

Financial services companies account for a majority of our advertising    
revenues. We will need to sell advertising to customers outside of the          
financial services industry in order to significantly increase our revenues. To 
date, relatively few advertisers from industries other than the technology and  
financial services industries have devoted a significant portion of their       
advertising budgets to internet advertising. If we do not attract advertisers   
from other industries, our business could be adversely affected.                

Our success depends upon interest rate activity and mortgage refinancing        

Approximately 90% and 75% of our advertisement views and page views,      
respectively, are attributable to the Bankrate.com site. Given that this site   
provides interest rate information for mortgages and other loans, credit cards  
and savings accounts, visitor traffic to this site increases with interest rate 
movements and decreases with interest rate stability. Factors that have caused  
significant visitor fluctuations in the past have                               

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been Federal Reserve actions and general market conditions affecting home       
mortgage interest rates. Approximately 40% of visits to Bankrate.com are to its 
mortgage pages. Accordingly, the level of traffic to Bankrate.com is heavily    
dependent on interest rates and mortgage refinancing activity. A slowdown in    
mortgage refinancings could have a material adverse effect on our business.     

  We believe that as we continue to develop web sites of broader interest, the
percentage of overall site traffic seeking mortgage information will decline.   
To accelerate the growth of traffic to our other sites, we are working with our 
syndication partners to program web sites other than Bankrate.com more          
intensively, and we are promoting these sites aggressively. We cannot assure    
you that we will be successful in these efforts.                                

Our success depends upon establishing and maintaining distribution arrangements 

Our business strategy includes the distribution of our content through the
establishment of co-branded web pages with high-traffic business and personal   
finance sections of online services and web sites. A co-branded site is         
typically a custom version of Bankrate.com with the graphical look and feel,    
and navigation, of the other web site. Providing access to these co-branded web 
pages is a significant part of the value we offer to our advertisers. We        
compete with other internet content providers to maintain our current           
relationships with other web site operators and establish new relationships. In 
addition, as we expand our personal finance content, some of these web site     
operators may perceive us as a competitor. As a result, they may be unwilling   
to promote distribution of our banking and credit content. We cannot assure you 
that our distribution arrangements will attract a sufficient number of users to 
support our current advertising model. In January 1999, 44% of the traffic to   
our web sites originated from the web sites of operators we have distribution   
arrangements with. Our business could be adversely affected if we do not        
establish and maintain distribution arrangements on favorable economic terms.   

Our success depends upon increasing brand awareness of our web sites            

Although Intelligent Life and its predecessors have been in business since
1976, we commenced our internet operations by introducing Bankrate.com in 1995. 
Due to the limited operating history of our internet operations, it is          
important that we develop brand awareness of our web sites in order for them to 
be attractive to advertisers. The importance of our brand recognition will      
increase as competition in the internet advertising market increases. As a      
result, developing and maintaining awareness of our web sites by promoting our  
brand names is critical to maintaining our growth. As competing web sites       
become established on the internet, the cost of developing brand awareness      
increases significantly.                                                        

Successfully promoting and positioning our web sites and brand names will 
depend largely on the effectiveness of our marketing efforts and our ability to 
develop favorable traffic patterns to our web sites. Therefore, we may need to  
increase our financial commitment to creating and maintaining brand awareness   
among users. We intend to use a portion of the proceeds of this offering to     
increase our marketing efforts and promote our brand awareness. If we fail to   
successfully promote our web sites and brand names or if we incur significant   
expense in doing so, it could have a material adverse effect on our business.   

Our markets are highly competitive                                              

We compete for internet advertising revenues with a number of finance-    
related web sites, such as MarketWatch.com, CNNfn.com and Quicken.com, and      
traditional publishers and distributors of personal finance content such as     
MSNBC, CNN, Money Magazine and USA Today. In addition, new competitors may      
easily enter this market as there are few barriers to entry. Many of our        
existing competitors, as well as a number of potential new competitors, have    
longer operating histories, greater name recognition, larger customer bases and 
significantly greater financial, technical and marketing resources than us.     
Many competitors, such as Quicken.com, also have complementary products or      
services that drive traffic to their web sites. Increased competition could     
result in lower web site traffic, advertising rate reductions, reduced margins  
or loss of market share, any of which would adversely affect our business. We   
cannot be certain that we will be able to compete successfully against current  
or future competitors.                                                          

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Our web sites may encounter technical problems and service interruptions        

  In the past, our web sites have experienced significant increases in traffic
in response to interest rate movements and other business or financial news     
events. The number of our users has continued to increase over time, and we are 
seeking to further increase our user base. As a result, our internet servers    
must accommodate spikes in demand for our web pages in addition to potential    
significant growth in traffic. Our web sites have in the past and may in the    
future experience slower response times or interruptions as a result of         
increased traffic or other reasons. For example, from October 29, 1998 to April 
28, 1999, we experienced approximately one percent of interruption time,        
averaging approximately two minutes per interruption. This downtime included    
interruptions for routine maintenance. These delays and interruptions resulting 
from failure to maintain internet service connections to our site could         
frustrate users and reduce our future web site traffic, which could have a      
material adverse effect on our business.                                        

 All of our communications and network equipment is located at our corporate
headquarters in North Palm Beach, Florida. Any system failure at this location  
could lead to interruptions or delays in service for our web sites, which could 
have a material adverse effect on our business. Our operations are dependent    
upon our ability to protect our systems against damage from fires, hurricanes,  
earthquakes, power losses, telecommunications failures, break-ins, computer     
viruses, hacker attacks and other events beyond our control. Although we        
maintain business interruption insurance, it may not adequately compensate us   
for losses that may occur due to failures of our systems.                       

We rely on the protection of our intellectual property                          

  Our intellectual property consists of the content of our web sites and print
publications. We rely on a combination of copyrights, trademarks, trade secret  
laws and our user policy and restrictions on disclosure to protect our          
intellectual property. We may also enter into confidentiality agreements with   
our employees and consultants and seek to control access to and distribution of 
our proprietary information. Despite these precautions, it may be possible for  
other parties to copy or otherwise obtain and use the content of our web sites  
or print publications without authorization. A failure to protect our           
intellectual property in a meaningful manner could have a material adverse      
effect on our business.                                                         

Because we license some of our data and content from other parties, we may
be exposed to infringement actions if such parties do not possess the necessary 
proprietary rights. Generally, we obtain representations as to the origin and   
ownership of licensed content and obtain indemnification to cover any breach of 
any such representations. However, such representations may not be accurate and 
such indemnification may not be sufficient to provide adequate compensation for 
any breach of such representations.                                             

Any future infringement or other claims or prosecutions related to our    
intellectual property could have a material adverse effect on our business. Any 
such claims, with or without merit, could be time-consuming, result in costly   
litigation and diversion of technical and management personnel or require us to 
introduce new content or trademarks, develop new technology or enter into       
royalty or licensing agreements. Such royalty or licensing agreements, if       
required, may not be available on acceptable terms, if at all.                  

We may face liability for information on our web sites                          

Much of the information published on our web sites relates to the         
competitiveness of financial institutions' rates, products and services. We may 
be subjected to claims for defamation, negligence, copyright or trademark       
infringement or other theories relating to the information we publish on our    
web sites. These types of claims have been brought, sometimes successfully,     
against online services as well as print publications. Our insurance may not    
adequately protect us against these types of claims.                            

Future government regulation of the internet is uncertain and subject to change 

As internet commerce continues to evolve, increasing regulation by federal
or state agencies or foreign governments may occur. Such regulation is likely   
in the areas of user privacy, pricing, content and quality of products and      
services. Additionally, taxation of internet use or electronic commerce         
transactions may be imposed. Any regulation imposing fees for internet use or   
electronic commerce transactions could result in a                              

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decline in the use of the internet and the viability of internet commerce,      
which could have a material adverse effect on our business.                     

Our ownership is heavily concentrated in our management                         

Our officers and directors will beneficially own approximately 67% of     
Intelligent Life's outstanding common stock after this offering. Peter C.       
Morse, our largest shareholder, will beneficially own approximately 41% of      
Intelligent Life's outstanding common stock after this offering. As a result,   
our officers and directors will be able to exercise control over all matters    
requiring shareholder approval. In particular, these controlling shareholders   
will have the ability to elect all of our directors and approve or disapprove   
significant corporate transactions. This control could be used to prevent or    
significantly delay another company or person from acquiring or merging with    
us.                                                                             

Our rapid growth may strain our operations                                      

Since we began our internet operations in 1995, we have expanded our      
operations significantly, and we intend to continue to do so. Our future        
expansion may place a significant strain on our management. To manage the       
expected growth of our operations and personnel, we must expand and improve our 
existing management, operational and financial systems. If we fail to expand    
and improve these systems in a timely manner, this failure could have a         
material adverse effect on our business.                                        

Our new managers must work together effectively as a team                       

We have recently added key managerial, technical and operations personnel.
For example, our President and Chief Executive Officer was hired in 1997, our   
Senior Vice President--Administration was hired in 1998, and our Senior Vice    
President--Marketing was hired in 1999. We are also significantly increasing    
our employee base. These new personnel must integrate themselves into our daily 
operations and work effectively as a team in order for us to be successful. We  
cannot be certain that this will occur in all instances.                        

Our success depends upon management and key employees                           

Our success depends largely upon retaining the continued services of our  
executive officers and other key management and developing personnel as well as 
hiring and training additional employees.We have a number of key employees on   
whom we depend and who may be difficult to replace. Specifically, we rely on    
William P. Anderson, III, our President and Chief Executive Officer, and our    
key employees, Sara Campbell Taylor, Peter W. Minford, G. Cotter Cunningham and 
Robert J. DeFranco. All of our employees are employed by the Vincam Group under 
an employee leasing contract. This contract has a one-year term and there can   
be no assurance of its renewal. A failure to retain our current key employees   
or to hire enough qualified employees to sustain our growth could have a        
material adverse effect on our business.                                        

Our Articles of Incorporation and Bylaws, as well as Florida law, may prevent   
or delay a future takeover                                                      

 Our Articles of Incorporation and Bylaws may have the effect of delaying or
preventing a merger or acquisition, or making such a transaction less desirable 
to a potential acquirer, even when shareholders may consider the acquisition or 
merger favorable. For example, our Articles of Incorporation and Bylaws provide 
that:                                                                           

. the board of directors has the authority, without shareholder approval,   
to issue up to 10,000,000 shares of preferred stock and to determine the
rights (including voting rights) associated with such preferred stock   
 (which issuance may adversely affect the market price of the common stock
and the voting rights of the holders of common stock);                  

. the board of directors is classified and directors have three-year terms; 

. cumulative voting for the election of directors is prohibited;            

. approval by 66 2/3% of the shareholders is required for material          
amendments to the Articles of Incorporation or Bylaws; and              

. certain procedures must be followed before matters can be proposed by     
shareholders for consideration at shareholder meetings.                 

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Florida law also contains "control share acquisition" and "affiliate      
transaction" provisions that may also delay, prevent, or discourage an          
acquisition of or merger with Intelligent Life. See "Description of Capital     
Stock--Material Provisions of Florida Law" on page 50.                          

We have broad discretion in the use of proceeds from this offering              

The net proceeds from the sale of the common stock will become part of our
general working capital upon completion of this offering, and we may use these  
funds in a variety of ways, including increasing our sales and marketing        
activities, increasing our content development activities and pursuing          
strategic acquisitions and partnerships. We will have considerable discretion   
in the application of the net proceeds of this offering to these uses. In       
addition, the timing of our use of the net proceeds will depend on a number of  
factors, including the amount of our future revenues.                           

We may encounter difficulties with future acquisitions                          

A part of our business strategy is to acquire web sites and other content 
providers that will be complementary to our current activities. Any             
acquisitions may present a number of potential risks that could result in a     
material adverse effect on our business. These risks include the following:     

. failure to integrate the technical operations and personnel in a timely   
and cost-effective manner;                                              

. failure to retain key personnel of the acquired company; and              

. assumption of unexpected material liabilities.                            

 In addition, we cannot assure you that we will be able to identify suitable
acquisition candidates that are available for sale at reasonable prices. We may 
finance future acquisitions using some or all of the proceeds of this offering. 
We may also finance future acquisitions with debt financing, which would        
increase our debt service requirements, or through the issuance of additional   
common or preferred stock, which could result in dilution to our shareholders.  
We cannot assure you that we will be able to arrange adequate financing on      
acceptable terms.                                                               

Our results of operations may fluctuate significantly                           

Our results of operations may fluctuate significantly in the future as a  
result of several factors, many of which are beyond our control. These factors  
include:                                                                        

. changes in fees paid by advertisers;                                      

. traffic levels on our web sites, which can fluctuate significantly as a   
result of financial news events;                                        

. changes in the demand for internet products and services;                 

. changes in fee or revenue-sharing arrangements with our distribution      
partners;                                                               

. our ability to enter into or renew key distribution agreements;           

. the introduction of new internet advertising services by us or our        
competitors;                                                            

. changes in our capital or operating expenses as we expand our operations; 
and                                                                     

. general economic conditions.                                              

Our future revenues and results of operations may be difficult to forecast
due to these factors. As a result, we believe that period-to-period comparisons 
of our results of operations may not be meaningful, and you should not rely on  
past periods as indicators of future performance. In future periods, our        
results of operations may fall below the expectations of securities analysts    
and investors, which could adversely affect the trading price of the common     
stock.                                                                          

Our stock price may be volatile in the future                                   

  We cannot predict whether a trading market for our common stock will develop
or how liquid that market might become. The initial public offering price for   
our common stock has been determined by negotiations between us and ING Baring  
Furman Selz LLC and may not be indicative of prices that will prevail in the    

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trading market. The stock prices and trading volume of internet-related         
companies have been extremely volatile of late. Accordingly, our stock prices   
after this offering may be volatile as well. In addition, following periods of  
downward volatility in the market price of a company's securities, class action 
litigation is often brought against the company. Downward volatility of our     
stock prices could lead to class action litigation, resulting in substantial    
costs and a diversion of our management's attention and resources.              

Future sales of common stock could adversely affect stock price                 

  Sales of significant amounts of common stock in the public market after this
offering, or the perception that such sales may occur, could materially         
adversely affect the market price of the common stock.                          

We will have 13,440,988 shares of common stock outstanding after this     
offering. Of these shares, the 3,500,000 shares offered hereby will be eligible 
for immediate sale in the public market without restriction, except shares      
purchased by our "affiliates" within the meaning of Rule 144 under the          
Securities Act.                                                                 

The remaining 9,940,988 shares are held by existing stockholders and are  
"restricted securities" within the meaning of Rule 144 under the Securities     
Act. Restricted securities may be sold in the public market only if registered  
or if the sale transaction qualifies for an exemption from registration under   
the Securities Act. Our officers and certain of our directors and existing      
stockholders have agreed that they will not sell, directly or indirectly, any   
common stock without the prior consent of ING Baring Furman Selz LLC for a      
period of 180 days from the date of this prospectus. As a result, additional    
shares may become available for sale to the public as follows: 878,750 and      
339,200 shares may be eligible for sale pursuant to Rule 144 on November 25,    
1999 and March 9, 2000, respectively; and 8,723,038 shares may be eligible for  
sale pursuant to Rule 144 upon the expiration of lock-up agreements 180 days    
after the date of this prospectus. Certain holders of these shares,             
representing approximately 9,683,988 shares of common stock, have the right,    
subject to restrictive conditions, to include their shares in future            
registration statements relating to our securities and/or to cause us to        
register certain shares of common stock owned by them.                          

In addition, we have outstanding options to purchase 787,500 shares of    
common stock, at least 46,748 of which will be vested and upon exercise will be 
eligible for sale in the public market beginning 180 days after the date of     
this prospectus. We are also granting options to a broad base of employees upon 
completion of this offering, which will be exercisable for an aggregate of      
72,500 shares of common stock at the initial public offering price. In          
addition, we are granting options to a consultant upon completion of this       
offering, which will be exercisable for an aggregate of 400,000 shares of       
common stock at the initial public offering price. See "Management--Consulting  
Agreements" on page 44.                                                         

New investors in Intelligent Life will incur immediate and substantial dilution 

 If you purchase common stock in this offering, you will incur immediate and
substantial dilution in net tangible book value per share in the amount of      
$9.74. Further dilution may result if options to purchase shares of common      
stock are exercised by option holders in the future.                            

We may experience Year 2000 problems                                            

The Year 2000 computer problem refers to the potential for system and     
processing failures of date-related data as a result of computer-controlled     
systems using two digits rather than four to define the applicable year. For    
example, software programs that have time-sensitive components may recognize a  
date represented as "00" as the year 1900 rather than the year 2000. This could 
result in system failure, causing disruptions to our operations.                

We may be affected by Year 2000 issues related to non-compliant internal  
systems developed by us or by third-party vendors. We have received written     
certifications from all manufacturers of our third-party systems that they are  
Year 2000 compliant. We are not currently aware of any material systems that    
contain embedded chips that are not Year 2000 compliant, or that we will not be 
able to bring into compliance in a timely fashion. We plan to complete final    
testing of all our systems for Year 2000 compliance by May 30, 1999. We intend  
to                                                                              

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take steps to bring into compliance any system we find not to be Year 2000      
compliant based upon our final test phase. Failure of our systems to be Year    
2000 compliant could result in an inability of users to view our sites, which   
would have a material adverse effect on our business. Such failures could also  
require substantial time and effort on the part of management.                  

FORWARD-LOOKING STATEMENTS

 Some of the statements contained in this prospectus contain forward-looking
information. These statements are found in the sections entitled "Prospectus    
Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and       
Analysis of Financial Condition and Results of Operations" and "Business." They 
include statements concerning:                                                  

.  our business strategy;                                                   

.  liquidity and capital expenditures;                                      

.  use of proceeds of the offering;                                         

.  future sources of revenues;                                              

.  expansion of our online publications;                                    

.  trends in internet activity generally;                                   

.  trends in government regulation; and                                     

.  payment of dividends.                                                    

  You can identify these statements by forward-looking words such as "expect,"
"believe," "goal," "plan," "intend," "estimate," "may" and "will" or similar    
words. You should be aware that these statements are subject to known and       
unknown risks, uncertainties and other factors, including those discussed in    
the section entitled "Risk Factors," that could cause the actual results to     
differ materially from those suggested by the forward-looking statements.       

USE OF PROCEEDS 

The net proceeds to Intelligent Life from the sale of the 3,500,000 shares
of common stock offered hereby are estimated to be approximately $41,545,000    
($47,892,250 if the underwriters exercise their over-allotment option in full)  
after deducting estimated underwriting discounts and commissions and estimated  
expenses payable by Intelligent Life in connection with the offering.           

We intend to use the net proceeds from the offering primarily as working  
capital for expansion of our business, including marketing and promotional      
expenditures, investment in editorial and content production resources, and     
possible future acquisitions, and for general corporate purposes. We currently  
have no specific agreements, commitments or understandings with respect to any  
acquisition. The amounts we actually use for each purpose may vary              
significantly depending upon certain factors, including economic or industry    
conditions, changes in the competitive environment and strategic opportunities  
that may arise. In addition, we believe that it is important to create a public 
market for our common stock to facilitate future access to public market funds  
and provide the availability of a publicly-traded stock if we decide to issue   
common stock in connection with future acquisitions. Pending application of the 
net proceeds as described above, we intend to invest the net proceeds of the    
offering in short-term, investment-grade, interest-bearing securities.          

DIVIDEND POLICY 

  We have never declared or paid cash dividends on our capital stock and we do
not anticipate declaring or paying any cash dividends for the foreseeable       
future. We currently expect to retain all earnings, if any, for investment in   
our business. Our Board of Directors has broad discretion as to whether to pay  
dividends. Any determination whether to pay dividends will depend on a number   
of factors, including our results of operations, financial position and capital 
requirements, general business conditions, restrictions imposed by financing    
arrangements, if any, legal and regulatory restrictions on the payment of       
dividends and other factors that our Board of Directors deems relevant.         

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CAPITALIZATION

 The following table sets forth at December 31, 1998: (1) the capitalization
of Intelligent Life; (2) the pro forma capitalization of Intelligent Life       
giving effect to (a) conversion of all Series A and Series B Preferred Stock    
outstanding at December 31, 1998 to 5,359,350 shares of common stock upon       
completion of the offering; (b) the issuance of 339,200 shares of common stock  
issuable upon automatic conversion of Series B Preferred Stock that was issued  
on April 9, 1999 upon conversion of a promissory note issued by Intelligent     
Life on March 9, 1999 for $1 million, and the associated charge of $2,656,000;  
and (c) the reclassification of 189,238 shares of redeemable common stock upon  
cancellation of the put right associated with such shares and upon forgiveness  
of a promissory note issued in consideration for 454,170 shares of redeemable   
common stock (264,932 shares of stock were reacquired), and the associated      
charge of $1,782,000; and (3) the pro forma capitalization of Intelligent Life  
as adjusted to give effect to the sale of the shares of common stock offered    
hereby and the application of the net proceeds. This table should be read in    
conjunction with our financial statements and the notes thereto appearing       
elsewhere in this prospectus.                                                   

                                                                [Download Table]

                                                             As of             
                                                       December 31, 1998       
                                                  -----------------------------
                                                                      Pro forma
                                                              Pro        As    
                                                   Actual    forma    Adjusted 
                                                  --------  --------  ---------
                                                         in thousands          
                                                                               
Current portion of capital lease obligations....  $    113  $    113  $    113 
                                                  ========  ========  ======== 

Capital lease obligations, long term............  $    263  $    263  $    263 
Redeemable Convertible Series A Preferred Stock,                               
 noncumulative, par value $.01 per share,                                      
 liquidation value $65 per share, stated at                                    
 redemption value --90,000 shares authorized;                                  
 89,612 shares issued and outstanding, actual;                                 
 and no shares issued or outstanding, pro forma                                
 and pro forma as adjusted......................    10,216       --        --  
Redeemable Convertible Series B Preferred Stock,                               
 noncumulative, par value $.01 per share,                                      
 liquidation value $114 per share, stated at                                   
 redemption value --30,000 shares authorized;                                  
 17,575 shares issued and outstanding, actual;                                 
 and no shares issued or outstanding, pro forma                                
 and pro forma as adjusted......................     1,983       --        --  
Redeemable common stock, par value $.01 per                                    
 share, redemption value $0.52 per share --                                    
  454,170 shares issued and outstanding, actual;                               
 and no shares issued or outstanding, pro forma                                
 and pro forma as adjusted......................       236       --        --  
Loan receivable for redeemable common stock.....      (236)      --        --  

Stockholders' equity (deficit):                                                
  Preferred stock, 10,000,000 shares authorized                                
   and undesignated, none issued, pro forma as                                 
   adjusted.....................................       --        --        --  
  Common stock, $.01 par value; 100,000,000                                    
   shares authorized, 4,053,200 shares issued                                  
   and outstanding, actual; 9,940,988 shares                                   
   issued and outstanding pro forma and                                        
   13,440,988 shares issued and outstanding, pro                               
   forma as adjusted(1).........................        41        99       134 
Additional paid-in capital......................       --     17,684    59,194 
Unamortized stock compensation expense..........      (281)      (60)      (60)
Accumulated deficit.............................   (10,745)  (15,510)  (15,510)
                                                  --------  --------  -------- 
    Total stockholders' equity (deficit)........   (10,985)    2,213    43,758 
                                                  --------  --------  -------- 
      Total capitalization......................  $  1,477  $  2,476  $ 44,021 
                                                  ========  ========  ======== 

--------                                                                        
(1) Excludes: 3,000,000 shares of common stock presently reserved for issuance  
upon exercise of options granted under the 1997 and 1999 Equity         
Compensation Plans of which options to purchase 787,500 shares of common
stock are issuable upon the exercise of options outstanding at April 15,
   1999 at a weighted average exercise price of $2.50 per share. An additional
472,500 shares of common stock will be issuable upon the exercise of    
options to be granted upon completion of this offering at the initial   
public offering price. See "Management -- Stock Option and Other        
Compensation Plans" on page 43.                                         

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DILUTION

As of December 31, 1998, the pro forma net tangible book value of         
Intelligent Life was approximately $2,208,830, or $0.22 per share of common     
stock. Pro forma net tangible book value per share represents the amount of     
Intelligent Life's total tangible assets less total liabilities, divided by the 
number of shares of common stock outstanding, giving pro forma effect to the    
(a) automatic conversion of all Series A and Series B Preferred Stock           
outstanding at December 31, 1998 to 5,359,350 shares of common stock upon       
completion of the offering; (b) the issuance of 339,200 shares of common stock  
issuable upon the automatic conversion of Series B Preferred Stock that was     
issued on April 9, 1999 upon conversion of a promissory note issued by the      
Company on March 9, 1999 for $1 million, and the associated charge of           
$2,656,000; and (c) 189,238 shares of common stock reclassified from redeemable 
common stock upon cancellation of the put right associated with such shares and 
upon forgiveness of a promissory note issued in consideration for               
454,170 shares of redeemable common stock (264,932 shares of stock were         
reacquired), and the associated charge of $1,782,000. After giving effect to    
the sale by Intelligent Life of the 3,500,000 shares of common stock offered    
hereby at the initial public offering price of $13 per share and the            
application of the estimated net proceeds therefrom after deducting the         
underwriting discounts and estimated offering expenses, the adjusted net        
tangible book value of Intelligent Life at December 31, 1998, would have been   
approximately $43,753,830, or $3.26 per share of common stock. This represents  
an immediate increase in such net tangible book value of $3.04 per share to     
existing shareholders and an immediate decrease in net tangible book value of   
$9.74 per share to new investors. The following table illustrates this          
unaudited per-share dilution to new investors:                                  

                                                                [Download Table]
                                                                           
Initial public offering price per share.......................       $13.00
  Net tangible book value per share as of December 31, 1998... $0.22       
  Increase in net tangible book value per share attributable               
   to new investors........................................... $3.04       
                                                               -----       
Adjusted net tangible book value per share after the                       
 offering.....................................................       $ 3.26
                                                                     ------
Dilution per share to new investors...........................       $ 9.74
                                                                     ======

The following table sets forth, as of December 31, 1998, giving effect to 
the transactions discussed above, (1) the number of shares of common stock      
previously issued by Intelligent Life, (2) the total consideration reflected in 
the accounts of Intelligent Life, and (3) the average price per share to the    
existing shareholders and new investors. These amounts assume the sale by       
Intelligent Life of 3,500,000 shares of common stock at the initial public      
offering price of $13 per share and do not reflect deduction of estimated       
underwriting discounts and commissions and offering expenses:                   

                                                                [Download Table]

                          Shares Purchased  Total Consideration              
                         ------------------ ------------------- Average Price
                           Number   Percent   Amount    Percent   Per Share  
                         ---------- ------- ----------- ------- -------------
                                                                             
Existing shareholders..   9,940,988   74.0% $ 9,300,242   17.0%    $ 0.94    
New investors..........   3,500,000   26.0   45,500,000   83.0     $13.00    
                         ----------  -----  -----------  -----               
  Total................  13,440,988  100.0% $54,800,242  100.0%              
                         ==========  =====  ===========  =====               

Assuming full exercise of the underwriters' over-allotment option, the    
percentage of shares held by existing shareholders would be decreased to 71.2%  
of the total number of shares of common stock to be outstanding after the       
offering, and the number of shares held by new shareholders would be increased  
to 4,025,000 shares, or 28.8% of the total number of shares of common stock to  
be outstanding after the offering.                                              

The foregoing tables and other information excludes shares of common stock
issuable upon exercise of options held by certain officers, directors and       
employees of Intelligent Life.                                                  

As of April 15, 1999, there were outstanding options to acquire           
approximately 787,500 shares of common stock at exercise prices ranging from    
$1.30 to $2.97 per share and a weighted average exercise price of $2.50 per     
share. In addition, options to acquire 472,500 shares of common stock will be   
granted upon completion of this offering at the initial public offering price.  
The exercise of these options will have the effect of increasing the net        
tangible book value dilution of new investors in this offering. See "Shares     
Eligible for Future Sale" on page 51.                                           

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SELECTED FINANCIAL DATA 

Our selected financial data set forth below should be read in conjunction 
with our financial statements, including the notes thereto, and "Management's   
Discussion and Analysis of Financial Condition and Results of Operations"       
beginning on page 18 of this prospectus. The statement of operations data for   
the years ended June 30, 1994 and 1995, and the balance sheet data as of June   
30, 1994 and 1995, are derived from unaudited financial statements not included 
in this prospectus. The statement of operations data for the years ended        
June 30, 1996 and 1997, and the balance sheet data as of June 30, 1996 and      
1997, are derived from, and are qualified by reference to, the financial        
statements included elsewhere in this prospectus, which have been audited by    
Thomas & Clough Co., P.A. The statement of operations data for the year ended   
June 30, 1998, and the balance sheet data as of June 30, 1998 are derived from, 
and are qualified by reference to, the financial statements included elsewhere  
in the prospectus, which have been audited by KPMG LLP. The statement of        
operations data for the six-month periods ended December 31, 1997 and 1998 and  
the balance sheet data as of December 31, 1998 are derived from unaudited       
financial data. In the opinion of our management, the unaudited financial       
statements have been prepared on a basis consistent with the financial          
statements which appear elsewhere in this prospectus, and include all           
adjustments, consisting only of normal recurring adjustments, necessary for a   
fair statement of the financial position and results of operations for such     
unaudited periods. Historical results are not necessarily indicative of results 
to be expected in the future.                                                   

                                                        [Enlarge/Download Table]

                                                                                       Six Months Ended     
                                          Year Ended June 30,                            December 31,       
                         ----------------------------------------------------------  ---------------------- 
                            1994        1995        1996        1997        1998        1997        1998    
                         ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
                             in thousands, except share and per share data               in thousands,      
                                                                                         except share       
                                                                                      and per share data    
                                                                                                            
Statement of Operations                                                                                     
 Data:                                                                                                      
Revenue:                                                                                                    
 Online publishing...... $        0  $        0  $       70  $      485  $    1,282  $      508  $    1,809 
 Print publishing and                                                                                       
  licensing.............        871       1,109       1,558       2,058       2,559       1,180       1,660 
                         ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
  Total revenue.........        871       1,109       1,628       2,543       3,841       1,688       3,469 
Cost of operations:                                                                                         
 Online publishing......          0           0          16         582         862         321         979 
 Print publishing and                                                                                       
  licensing.............        668         884         971       1,186       1,962         957       1,101 
 Sales..................          0           0          98          90         665         117         817 
 Marketing..............         14          23          34           1         145          18         305 
 Product research.......        258         274         508         721       1,216         493         916 
 General and                                                                                                
  administrative........        288         404         522         768       1,663         695         871 
 Depreciation and                                                                                           
  amortization..........         95          69          98          74          67          25          98 
 Stock based                                                                                                
  compensation..........          0           0           0           0          89           0         669 
                         ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
  Total cost of                                                                                             
   operations...........      1,323       1,654       2,247       3,422       6,669       2,627       5,756 
                         ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
Loss from operations....       (452)       (545)       (619)       (879)     (2,828)       (939)     (2,287)
Other income (expense)..        (13)       (410)        (53)        (77)         46          35         192 
                         ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
Loss before income                                                                                          
 taxes..................       (465)       (955)       (672)       (956)     (2,782)       (904)     (2,095)
Income taxes............        --          --          --          --          --          --          --  
                         ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
Net loss................       (465)       (955)       (672)       (956)     (2,782)       (904)     (2,095)
Conversion of                                                                                               
 nonredeemable                                                                                              
 convertible Series A                                                                                       
 Preferred Stock to                                                                                         
 redeemable.............        --          --          --          --          --          --       (4,438)
                         ----------  ----------  ----------  ----------  ----------  ----------  ---------- 
Net loss applicable to                                                                                      
 common stock........... $     (465) $     (955) $     (672) $     (956) $   (2,782) $     (904) $   (6,533)
                         ==========  ==========  ==========  ==========  ==========  ==========  ========== 
Basic and diluted net                                                                                       
 loss per share......... $    (0.10) $    (0.19) $    (0.13) $    (0.20) $    (0.72) $    (0.24) $    (1.63)
Weighted average shares                                                                                     
 outstanding used in                                                                                        
 basic and diluted per-                                                                                     
 share calculation......  4,824,170   5,000,000   5,000,000   4,743,590   3,846,200   3,846,200   4,018,700 

                                                                [Download Table]

                                      As of June 30,                  As of    
                            -------------------------------------- December 31,
                            1994    1995     1996     1997   1998      1998    
                            -----  -------  -------  ------ ------ ------------
                                       in thousands                in thousands
                                                                               
Balance Sheet Data:                                                            
Cash and cash                                                                  
 equivalents..............  $   0  $    (4) $     0  $1,763 $  910   $ 1,633   
Working capital...........   (424)    (597)  (1,649)    887    164       658   
Total assets..............    695      273      311   2,193  1,768     3,099   
Obligations under capital                                                      
 leases, long term........    379      700        0       0     14       263   
Redeemable preferred                                                           
 stock....................    --       --       --      --     --     12,198   
Total stockholders' equity                                                     
 (deficit)................   (140)  (1,096)  (1,508)  1,035    657   (10,985)  

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

The following discussion should be read in conjunction with the financial 
statements and related notes contained in this prospectus. The following        
discussion contains forward-looking statements that involve risks and           
uncertainties. Intelligent Life's fiscal year ends on June 30. The fiscal year  
ended June 30, 1996 is referred to as fiscal 1996, the fiscal year ended June   
30, 1997 is referred to as fiscal 1997 and the fiscal year ended June 30, 1998  
is referred to as fiscal 1998.                                                  

Overview                                                                        

 Intelligent Life is the leading provider of independent, objective research
regarding consumer banking and credit products and a significant publisher of   
original editorial content relating to personal finance matters. We provide     
this information through our internet sites Bankrate.com, theWhiz.com,          
Consejero.com and CPNet.com and in print through Bank Rate Monitor and          
Consumer Mortgage Guide. Our online operations are the principal focus of our   
activities today. Prior to 1995, our principal businesses were the publication  
of print newsletters and syndication of bank and credit product research to     
newspapers and magazines. In 1995, we introduced the Consumer Mortgage Guide,   
which is an advertisement for newspapers consisting of product and rate         
information in tabular form from local mortgage companies that pay a weekly     
fee for inclusion in the table.                                                 

In fiscal 1996, we commenced our online operations by displaying our      
research through an internet site, Bankrate.com. By putting our information     
online, we were able to create new revenue opportunities through the sale of    
graphical and hyperlink advertising associated with our rate and yield tables.  
In fiscal 1997, we determined that we would concentrate principally on our      
online operations. Since that time, we have significantly expanded the scope    
and depth of Bankrate.com and made investments in four new online               
publications: theWhiz.com, Bankrate.com en Espanol, Consejero.com and           
CPNet.com. These new publications accounted for 12% of total online revenues    
for the fiscal year ended June 30, 1998 and 2% of total online revenues for     
the six months ended December 31, 1998.                                         

In order to focus on our online activities, we have reduced the number of 
print newsletters we publish from five to three and eliminated active           
marketing of our print publications. We have also ceased marketing Consumer     
Mortgage Guide as a separate product. We now provide this product to            
newspapers as a part of a broader relationship that is primarily directed       
toward online activities.                                                       

We believe that recognition of our research as the leading source of      
independent, objective information on banking and credit products is essential  
to our success. As a result, we have sought to maximize distribution of our     
research to gain brand recognition as a research authority. We are currently    
seeking to increase traffic to Bankrate.com in order to build our brand         
awareness and reach among online users.                                         

 The following are descriptions of the revenue and expense components of our
statement of operations:                                                        

Online publishing revenue represents the sale of advertising,         
sponsorships and hyperlinks in connection with our web sites. Such          
advertising is sold to advertisers according to the cost per thousand       
impressions, or CPM, the advertiser receives. The amount of advertising we  
sell is a function of (1) the number of advertisements we have per page,    
(2) the number of visitors viewing our pages, and (3) the capacity of our   
sales force. Revenue from advertising sales is invoiced monthly based on    
the expected number of advertisement impressions, or number of times that   
an advertisement is viewed. Revenue is recognized monthly based on the      
percentage of impressions received to the total number of impressions       
purchased. Revenue for impressions that have been invoiced but not          
delivered is deferred. Hyperlinks to                                        

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various third-party web sites are sold for a fixed monthly fee, which is    
recognized as revenue in the month earned. For our revenue sharing          
distribution arrangements with web site operators, revenue is recorded on a 
gross basis, with payments for our distribution arrangements being included 
in online publishing costs.                                                 

Print publishing and licensing revenue represents advertising revenue 
from the sale of advertising in Consumer Mortgage Guide rate tables,        
newsletter subscriptions, and licensing of research information. We charge  
a commission for placement of Consumer Mortgage Guide in a print            
publication. Advertising revenue and commission income is recognized when   
Consumer Mortgage Guide runs in the publication. Revenue from our           
newsletters is recognized ratably over the period of the subscription,      
which is generally up to one year. Revenue from the sale of research        
information is recognized ratably over the contract period.                 

 Online publishing costs represent expenses directly associated with the
creation of online publishing revenue. These costs include contractual      
revenue sharing obligations resulting from our distribution arrangements    
(distribution payments), editorial costs, and allocated overhead.           
Distribution payments are made to web site operators for visitors directed  
to our web sites. These costs increase with gains in traffic to our sites.  
Editorial costs relate to writers and editors who create original content   
for our online publications and associates who build web pages. These costs 
have increased as we have added online publications and co-branded versions 
of our sites under distribution arrangements. These sites must be           
maintained on a daily basis.                                                

Print publishing and licensing costs represent expenses directly      
associated with print publishing revenue. These costs include contractual   
revenue sharing obligations with newspapers related to Consumer Mortgage    
Guide, personnel costs, printing and allocated overhead.                    

Sales costs represent direct selling expenses, principally for online 
advertising, and include sales commissions, personnel costs and allocated   
overhead.                                                                   

Marketing costs represent expenses associated with expanding brand    
awareness of our products and services to consumers and include             
advertising, including banner advertising, marketing and promotion costs.   

Product research costs represent expenses related to gathering data on
banking and credit products and include compensation and benefits,          
facilities costs, telephone costs and computer systems expenses.            

  General and administrative costs represent compensation and benefits for
administration, advertising management, accounting and finance, facilities  
expenses, professional fees and non-allocated overhead.                     

Depreciation and amortization represents the cost of capital asset    
acquisitions spread over their expected useful lives. These expenses are    
spread over three to seven years and are calculated on a straight line      
basis.                                                                      

Stock based compensation represents expenses associated with stock    
grants to our officers and employees as additional compensation for their   
services.                                                                   

Other income (expense) is comprised of interest income and expense and
gains and losses on the sale of assets.                                     

Results of Operations                                                           

We have compared our financial results for the year ended June 30, 1996,  
1997 and 1998 as well as the six months ended December 31, 1997 and 1998.       

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The following tables displays our results of operations expressed as a    
percentage of total revenues:                                                   

                                                                [Download Table]

                                Year Ended June        Six Months Ended     
                                      30,                December 31,       
                               ---------------------   -------------------  
                               1996    1997    1998      1997       1998    
                               -----   -----   -----   --------   --------  
                                                                            
Revenue:                                                                    
 Online publishing...........    4.3 %  19.1 %  33.4 %     30.1 %     52.1 %
 Print publishing and                                                       
  licensing..................   95.7    80.9    66.6       69.9       47.9  
                               -----   -----   -----   --------   --------  
  Total revenue..............  100.0   100.0   100.0      100.0      100.0  
Cost of operations:                                                         
 Online publishing...........    1.0    22.9    22.4       19.0       28.2  
 Print publishing and                                                       
  licensing..................   59.6    46.6    51.1       56.7       31.7  
 Sales.......................    6.0     3.5    17.3        6.9       23.6  
 Marketing...................    2.1     0.0     3.8        1.1        8.8  
 Product research............   31.2    28.4    31.7       29.2       26.4  
 General and administrative..   32.1    30.3    43.3       41.2       25.1  
 Depreciation and                                                           
  amortization...............    6.0     2.9     1.7        1.5        2.8  
 Stock based compensation....    0.0     0.0     2.3        0.0       19.3  
                               -----   -----   -----   --------   --------  
Total cost of operations.....  138.0   134.6   173.6      155.6      165.9  
                               -----   -----   -----   --------   --------  
Loss from operations.........  (38.0)  (34.6)  (73.6)     (55.6)     (65.9) 
Other income (expense).......   (3.3)   (3.0)    1.2        2.1        5.5  
                               -----   -----   -----   --------   --------  
  Net loss...................  (41.3)% (37.6)% (72.4)%    (53.5)%    (60.4)%
                               =====   =====   =====   ========   ========  

Six Months Ended December 31, 1998 Compared to Six Months Ended December 31,    
1997                                                                            

Revenues                                                                      

 Total revenue increased to $3,469,000 for the six months ended December 31,
1998 from $1,688,000 for the six months ended December 31, 1997, representing a 
106% increase.                                                                  

Online publishing revenue increased to $1,809,000 for the six months ended
December 31, 1998 from $508,000 for the six months ended December 31, 1997,     
representing a 256% increase. This increase was due primarily to a higher level 
of advertising sales and higher advertising rates. The higher advertising sales 
were facilitated by an increase in advertising inventory resulting from an      
increase in the number of distribution arrangements as well as higher overall   
internet traffic.                                                               

Print publishing and licensing revenue increased to $1,660,000 for the six
months ended December 31, 1998 from $1,180,000 for the six months ended         
December 31, 1997, representing a 41% increase. This increase resulted from the 
sale of a higher number of advertisements for Consumer Mortgage Guide, which    
resulted primarily from growth in the number of participating newspapers.       

Cost of Operations                                                            

Online publishing costs increased to $979,000 for the six months ended    
December 31, 1998 from $321,000 for the six months ended December 31, 1997,     
representing a 205% increase. The increase was due to greater revenue sharing   
obligations and personnel costs related to expanded online publishing           
operations.                                                                     

Print publishing and licensing costs increased to $1,101,000 for the six  
months ended December 31, 1998 from $957,000 for the six months ended December  
31, 1997, representing a 15% increase. The increase resulted from higher        
payments to newspapers principally because of higher revenues from Consumer     
Mortgage Guide.                                                                 

  Sales costs increased to $817,000 for the six months ended December 31, 1998
from $117,000 for the six months ended December 31, 1997, representing a 598%   
increase. The increase was primarily the result of an increase in sales         
personnel, opening of sales offices in California and New York and              
implementation of a more aggressive sales commission structure.                 

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 Marketing costs increased to $305,000 for the six months ended December 31,
1998 from $18,000 for the six months ended December 31, 1997 representing a     
1,594% increase. The increase resulted from hiring a public relations firm to   
promote our online activities, creating and producing sales materials for       
online advertising and purchasing banner advertising to test the effectiveness  
of using such advertising to increase visitors to Bankrate.com.                 

Product research costs increased to $916,000 for the six months ended     
December 31, 1998 from $493,000 for the six months ended December 31, 1997,     
representing a 86% increase. The increase resulted from additional personnel    
relating to an expanded number of products in which we conduct research and     
additional quality control personnel.                                           

General and administrative costs increased to $871,000 for the six months 
ended December 31, 1998 from $695,000 for the six months ended December 31,     
1997, representing a 25% increase. The increase was principally related to      
expenses incurred to allow for anticipated growth, including additional         
compensation and benefits for new personnel, facilities costs and professional  
costs.                                                                          

 Depreciation and amortization increased to $98,000 for the six months ended
December 31, 1998 from $25,000 for the six months ended December 31, 1997,      
representing a 292% increase. The increase was mainly attributable to higher    
expenses for software, computer systems and components.                         

 Stock-based compensation increased by $669,000 as a result of shares issued
in conjunction with the hiring of our President and Chief Executive Officer and 
stock issued to Christy Heady as part of an employment agreement with           
Intelligent Life entered into in conjunction with the purchase of theWhiz.com.  

In December 1998, we sold one of our print publications, Bank Advertising 
News, resulting in a gain of $186,000 which is included in other income         
(expense). The sale was the result of management's assessment that this         
publication no longer fit our strategy.                                         

Year Ended June 30, 1998 Compared to Year Ended June 30, 1997                   

Revenues                                                                      

Total revenue increased to $3,841,000 in fiscal 1998 from $2,543,000 in   
fiscal 1997, representing a 51% increase.                                       

Online publishing revenue increased to $1,282,000 in fiscal 1998 from     
$485,000 in fiscal 1997, representing a 164% increase. This increase was due to 
more advertisements being sold, higher advertising rates and an increase in     
inventory available for sale. A change of site design for Bankrate.com to allow 
for a larger number of advertisements per page also contributed to the revenue  
growth.                                                                         

Print publishing and licensing revenue increased to $2,559,000 in fiscal  
1998 from $2,058,000 in fiscal 1997, representing a 24% increase. The increase  
resulted from the sale of a higher number of advertisements for Consumer        
Mortgage Guide, which resulted primarily from growth in the number of           
participating newspapers.                                                       

Cost of Operations                                                            

Online publishing costs increased to $862,000 in fiscal 1998 from $582,000
in fiscal 1997, representing a 48% increase. The increase resulted from higher  
payments made under distribution arrangements and additional editorial staff.   

 Print publishing and licensing costs increased to $1,962,000 in fiscal 1998
from $1,186,000 in fiscal 1997, representing a 65% increase. The increase was   
substantially a result of higher payments to newspapers given the higher level  
of Consumer Mortgage Guide revenues.                                            

Sales costs increased to $665,000 in fiscal 1998 from $90,000 in fiscal   
1997, representing a 639% increase. The increase was due to additional sales    
staff, higher commissions resulting from increased revenues and higher          
commission rates for our online sales staff.                                    

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Marketing costs increased to $145,000 in fiscal 1998 from $1,485 in fiscal
1997, representing a 9,664% increase. The increase was due to the hiring of a   
public relations firm to promote our expanded online activities and the costs   
of creating and producing sales materials for online advertising. Additional    
costs were incurred in fiscal 1998 when we purchased such advertising to test   
its effectiveness in increasing visitors to Bankrate.com.                       

 Product research costs increased to $1,216,000 in fiscal 1998 from $721,000
in fiscal 1997, representing a 69% increase. The increase was principally       
related to the addition of 20 local markets in which we conducted research and  
an expansion in the number of products for which we gathered data.              

  General and administrative costs increased to $1,663,000 in fiscal 1998 from
$768,000 in fiscal 1997, representing a 117% increase. The increase was         
principally related to the hiring of new senior management, expansion of office 
space and additional professional fees.                                         

Depreciation and amortization decreased to $67,000 in fiscal 1998 from    
$74,000 in fiscal 1997, representing a 9% decrease.                             

Year Ended June 30, 1997 Compared to Year Ended June 30, 1996                   

Revenues                                                                      

Total revenue increased to $2,543,000 in fiscal 1997 from $1,628,000 in   
fiscal 1996, representing a 56% increase.                                       

 Online publishing revenue increased to $485,000 in fiscal 1997 from $70,000
in fiscal 1996, representing a 593% increase. In fiscal 1996, Intelligent Life  
initiated its online publishing operations. In fiscal 1997, Intelligent Life    
conducted online publishing operations for the full year.                       

Print publishing and licensing revenue increased to $2,058,000 in fiscal  
1997 from $1,558,000 in fiscal 1996, representing a 32% increase. The increase  
resulted from the sale of a higher number of advertisements for Consumer        
Mortgage Guide, which resulted primarily from growth in the number of           
participating newspapers.                                                       

Cost of Operations                                                            

  Online publishing costs increased to $582,000 in fiscal 1997 from $16,000 in
fiscal 1996. The increase was primarily due to higher payments made under       
distribution arrangements resulting from growth of online publishing revenue.   

 Print publishing and licensing costs increased to $1,186,000 in fiscal 1997
from $971,000 in fiscal 1996, representing a 22% increase. The increase was     
primarily due to higher payments to newspapers due to growth in Consumer        
Mortgage Guide revenues.                                                        

Sales costs decreased to $90,000 in fiscal 1997 from $98,000 for fiscal   
1996, representing an 8% decrease. The decrease was primarily due to reduced    
sales costs while we were changing the focus of our operations.                 

Marketing costs decreased to $1,485 in fiscal 1997 from $34,000 in fiscal 
1996, representing a 96% decrease. The decrease was due to suspension of        
marketing activities in anticipation of increased online activities.            

  Product research costs increased to $721,000 in fiscal 1997 from $508,000 in
fiscal 1996, representing a 42% increase. The increase was due to conducting    
research in a greater number of local markets.                                  

General and administrative costs increased to $768,000 in fiscal 1997 from
$522,000 in fiscal 1996, representing a 47% increase. The increase was          
principally related to recruiting costs associated with identifying and         
retaining a new President and Chief Executive Officer, implementing a new       
accounting system and the costs associated with the acquisition of MoneyWhiz,   
which subsequently became theWhiz.com.                                          

Depreciation and amortization was $74,000 in fiscal 1997, compared to     
$98,000 in fiscal 1996, representing a decrease of 24%. The decrease was        
principally related to the elimination of amortization of certain subscription  
costs and depreciation related to certain assets.                               

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Quarterly Results of Operations                                                 

The following table presents certain unaudited quarterly statement of     
operations data for each of our last ten quarters through the period ending     
December 31, 1998. The information has been derived from our unaudited          
financial statements. In the opinion of our management, the unaudited financial 
statements have been prepared on a basis consistent with the financial          
statements which appear elsewhere in this prospectus and include all            
adjustments, consisting only of normal recurring adjustments, necessary for a   
fair statement of the financial position and results of operations for such     
unaudited periods. Historical results are not necessarily indicative of results 
to be expected in the future.                                                   

                                                        [Enlarge/Download Table]

                                                         Three Months Ended                                       
                         -----------------------------------------------------------------------------------------
                         Sept. 30 Dec. 31  Mar. 31  June 30  Sept. 30 Dec. 31  Mar. 31  June 30  Sept. 30  Dec. 31
                           1996    1996     1997     1997      1997    1997     1998     1998      1998     1998  
                         -------- -------  -------  -------  -------- -------  -------  -------  --------  -------
                                                            in thousands                                          
                                                                                                                  
Revenues:                                                                                                         
 Online publishing......  $   58  $   88   $  166   $  173    $  224  $  284   $  328   $   446  $   817   $  992 
 Print publishing and                                                                                             
  licensing.............     488     490      515      565       592     588      622       757      766      894 
                          ------  ------   ------   ------    ------  ------   ------   -------  -------   ------ 
 Total revenue..........     546     578      681      738       816     872      950     1,203    1,583    1,886 
Cost of operations:                                                                                               
 Online publishing......      89     144      154      195       115     206      210       331      458      521 
 Print publishing and                                                                                             
  licensing.............     288     277      278      343       448     510      536       468      495      606 
 Sales..................      25      23       18       24        47      70      139       409      442      375 
 Marketing..............       0       0        0        1         7      11       47        80       49      256 
 Product research.......     174     186      162      199       210     283      286       437      435      481 
 General and                                                                                                      
  administrative........      99      88       93      488       284     411      422       546      426      445 
 Depreciation and                                                                                                 
  amortization..........      13      17       20       24         4      21       21        21       42       56 
 Stock based                                                                                                      
  compensation..........       0       0        0        0         0       0        0        89      409      260 
                          ------  ------   ------   ------    ------  ------   ------   -------  -------   ------ 
 Total cost of                                                                                                    
  operations............     688     735      725    1,274     1,115   1,512    1,661     2,381    2,756    3,000 
                          ------  ------   ------   ------    ------  ------   ------   -------  -------   ------ 
 Loss from operations...    (142)   (157)     (44)    (536)     (299)   (640)    (711)   (1,178)  (1,173)  (1,114)
Other income (expense)..     (15)    (16)     (31)     (15)       18      17        8         3        5      187 
                          ------  ------   ------   ------    ------  ------   ------   -------  -------   ------ 
 Net loss...............  $ (157) $ (173)  $  (75)  $ (551)   $ (281) $ (623)  $ (703)  $(1,175) $(1,168)  $ (927)
                          ======  ======   ======   ======    ======  ======   ======   =======  =======   ====== 

Liquidity and Capital Resources                                                 

We have funded Intelligent Life using capital raised from shareholders. As
of December 31, 1998, we had working capital of $658,000 and cash and cash      
equivalents of $1,633,000.                                                      

Cash used in operating activities during the six months ended December 31,
1998 was $1,207,000 and during the years ended June 30, 1998, 1997 and 1996 was 
$2,761,000, $834,000 and $345,000, respectively. The cash used in operating     
activities was for funding operating losses arising from the expansion of       
Bankrate.com and the creation of four new online publications.                  

Cash used in investing activities during the six months ended December 31,
1998 was $27,000 and during the years ended June 30, 1998, 1997 and 1996 was    
$407,000, $91,000 and $40,000, respectively. The cash used in investing         
activities was primarily for purchases of computer equipment and office         
furniture.                                                                      

  Cash from financing activities during the six months ended December 31, 1998
was $1,957,000 and during the years ended June 30, 1998, 1997 and 1996 was      
$2,316,000, $2,687,000 and $385,000, respectively. These financing activities   
consisted primarily of issuances of preferred stock. In September 1997, we      
completed a private placement of Series A Preferred Stock, totalling 42,308     
shares, resulting in gross proceeds of $2,750,000. In October 1997 and June     
1998, we completed additional private placements of 24,228 shares of Series A   
Preferred Stock, resulting in gross proceeds of $1,575,000. In November 1998,   
we completed a private placement of 17,575 shares of Series B Preferred Stock,  
resulting in gross proceeds of $1,982,000. Each share of Series A and Series B  
Preferred Stock is convertible into 50 shares of common stock.                  

 Peter C. Morse, a director of Intelligent Life and a principal stockholder,
made loans to Intelligent Life during the years ended June 30, 1997 and 1998 in 
the amounts of $687,000 and $200,000, respectively. Interest rates for the      
loans were between 6.5% and 7%. The loans have subsequently been contributed to 
capital.                                                                        

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We have experienced a substantial increase in our capital expenditures,   
which is consistent with our growth in operations and staffing. We anticipate   
that capital expenditures will continue to increase for the foreseeable future. 
Additionally, we will evaluate possible investments in our business, technology 
and products. We believe our existing liquidity and capital resources, and the  
proceeds resulting from the sale of common stock in this offering, will be      
sufficient to satisfy our cash requirements for at least the next twelve months 
and for up to the next eighteen months. To the extent that such amounts are     
insufficient, we will be required to raise additional funds through equity or   
debt financing. If adequate funds are not available or are not available on     
acceptable terms, our ability to fund our expansion, take advantage of          
unanticipated opportunities or otherwise respond to competitive pressure would  
be significantly limited. There can be no assurance that we will be able to     
raise such funds on favorable terms, or at all.                                 

We believe that the cash used in operating activities, cash flows used in 
investing activities and cash flows from financing activities line items from   
our statement of cash flows as well as the total current assets and total       
current liabilities line items from our balance sheet are the leading           
indicators of our liquidity and capital resources.                              

Recent Accounting Pronouncements                                                

  In June 1997, SFAS No. 130, "Reporting Comprehensive Income," was issued and
was adopted by Intelligent Life as of July 1, 1998. SFAS 130 establishes        
standards for reporting and display of comprehensive income and its components  
in a full set of general-purpose financial statements. This statement requires  
that an enterprise (1) classify items of other comprehensive income by their    
nature in financial statements and (2) display the accumulated balance of other 
comprehensive income separately from retained earnings and additional paid-in   
capital in the equity section of statements of financial position.              
Comprehensive income is defined as the change in equity during the financial    
reporting period of a business enterprise resulting from non-owner sources.     
Comprehensive income equals the net loss for all periods presented.             

In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise  
with Related Information," was issued. SFAS No. 131 establishes standards for   
the way public business enterprises report information about operating segments 
in annual financial statements and requires those enterprises to report         
selected information about operating segments in interim financial reports      
issued to stockholders. SFAS No. 131 is effective for financial statements for  
periods beginning after December 31, 1997. Intelligent Life will determine the  
applicability of SFAS No. 131 and apply it in the future if necessary.          

In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and    
Hedging Activities," was issued. SFAS No. 133 establishes accounting and        
reporting standards requiring that every derivative instrument (including       
certain derivative instruments embedded in other contracts) be recorded in the  
balance sheet as either an asset or liability measured at its fair value. SFAS  
No. 133 requires that changes in the derivative's fair value be recognized      
currently in the statement of operations unless specific hedge accounting       
criteria are met. Special accounting for qualifying hedges allows a             
derivative's gains and losses to offset related results on the hedged item in   
the statement of operations, and requires that a company formally document,     
designate, and assess the effectiveness of transactions that receive hedge      
accounting. SFAS No. 133 is effective for fiscal years beginning after June 15, 
1999. A company may also implement the provision of SFAS No. 133 as of the      
beginning of any fiscal quarter after issuance. SFAS No. 133 cannot be applied  
retroactively, and must be applied to (1) derivative instruments and (2)        
certain derivative instruments embedded in hybrid contracts that were issued    
acquired, or substantively modified after December 31, 1997. Intelligent Life   
has not yet adopted SFAS No. 133 and presently does not have any derivative     
instruments.                                                                    

Noncash Charges                                                                 

During the first calendar quarter of 1999, we granted options to purchase 
shares of common stock at exercise prices that were less than the fair market   
value of the underlying shares of common stock. This will result in total       
noncash compensation expense of approximately $5,900,000 over the period that   
these options vest, which is generally three to four years. The noncash         
compensation expense was approximately $1,893,000 for the first calendar        
quarter of 1999. We also incurred a one-time noncash financing charge during    
the first calendar quarter of 1999 of approximately $2,656,000 relating to a    
convertible promissory note that was converted into fully paid Series B         
Preferred Stock on April 9, 1999. In addition, we granted options to a          

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consultant during the second calendar quarter of 1999. We will incur a charge   
for these options in accordance with generally accepted accounting principles.  
The amount of this charge has not yet been determined; however, it could be     
material.                                                                       

Income Taxes                                                                    

Intelligent Life's effective tax rate differs from the statutory federal  
income tax rate, primarily as a result of the uncertainty regarding Intelligent 
Life's ability to utilize its net operating loss carryforwards. Due to the      
uncertainty surrounding the timing or realization of the benefits of its net    
operating loss carryforwards in future tax returns, Intelligent Life has placed 
a valuation allowance against its otherwise recognizable deferred tax assets.   
At December 31, 1998, Intelligent Life had approximately $5,300,000 of net      
operating loss carryforwards for tax reporting purposes available to offset     
future taxable income. Intelligent Life's net operating loss carryforwards      
expire from 2012 through 2018. The Tax Reform Act of 1986 imposes substantial   
restrictions on the utilization of net operating losses and tax credits in the  
event of an "ownership change" of a corporation. Due to the change in           
Intelligent Life's ownership interests in the third quarter of 1997, future     
utilization of Intelligent Life's net operating loss carryforwards will be      
subject to certain limitations or annual restrictions. See note 7 of the notes  
to the financial statements appearing elsewhere in this prospectus.             

Impact of Year 2000 Computer Issues                                             

The Year 2000 computer problem refers to the potential for system and     
processing failures of date-related data as a result of computer-controlled     
systems using two digits rather than four to define the applicable year. For    
example, software programs that have time-sensitive components may recognize a  
date represented as "00" as the year 1900 rather than the year 2000. This could 
result in a system failure causing disruptions to our operations.               

To determine the Year 2000 readiness of all of Intelligent Life's systems,
we have conducted an initial remediation phase, which included the utilization  
of a third-party consultant hired exclusively for Year 2000 review. We intend   
to complete the final testing phase by May 30, 1999.                            

Our internal information technology and non-information technology systems
are generally licensed from third parties rather than being internally          
developed. Specifically, our research database is the only information          
technology system that has been internally developed. No non-information        
technology systems have been internally developed. We have received written     
certifications from all manufacturers of third-party systems that they are Year 
2000 compliant. In addition to these certifications, we are independently       
testing all internally developed and third-party systems through our third-     
party consultant and our internal staff to ensure that they are Year 2000       
compliant. We intend to take steps to bring into compliance any system we find  
not to be Year 2000 compliant. We plan to complete testing of all internally    
developed and third-party systems for Year 2000 compliance by May 30, 1999.     
Therefore, until final testing is completed, we will not be able to make a      
final determination as to whether any of our systems need to be revised or      
replaced. However, based upon our testing to date, we are not currently aware   
of any Year 2000 compliance problem relating to our IT and non-IT internal      
systems.                                                                        

  Our business is also dependent upon the computer-controlled systems of third
parties such as suppliers, customers and service providers. A systemic failure  
outside of our control, such as a prolonged loss of internet,                   
telecommunications, electrical or telephone services could prevent users from   
accessing our web sites, which could have a material adverse effect on our      
business. We have received written certifications from all material third       
parties that their systems are Year 2000 compliant.                             

To date, we have spent approximately $200,000 on Year 2000 compliance     
issues, including the purchase of hardware and the cost of a third-party        
consultant. Based on our current assessment, we do not anticipate that          
additional costs associated with remediating the Year 2000 issue will have a    
material adverse effect on our business.                                        

We do not currently anticipate having to develop a contingency plan for   
handling a Year 2000 problem that is not detected and corrected prior to its    
occurrence.                                                                     

  There is general uncertainty inherent in the Year 2000 computer problem. The
consequences of Year 2000 failures could have a material adverse effect on our  
business. In particular, Year 2000 computer problems could require substantial  
time and effort on the part of management.                                      

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BUSINESS

Overview                                                                        

We provide consumers with independent and objective research comparing    
various consumer banking and credit products, such as mortgages, home equity    
loans and credit cards. We also publish original editorial content relating to  
personal finance matters. Since 1984, we have provided this information to      
leading newspapers and magazines and through our publication Bank Rate Monitor. 
Today, we publish our data online through our principal web site, Bankrate.com, 
and through distribution (or syndication) arrangements with more than 60 web    
site operators. Information is presented for over 120 geographic markets and    
nationally and includes data regarding mortgage and home equity loans, credit   
cards, automobile loans, checking accounts, ATM fees and yields on savings      
instruments. Our unique information, which is compiled by 38 researchers, is    
accompanied by extensive editorial content designed to assist consumers with    
their decision-making process. Due to the average per capita income, level of   
education and professional status of Bankrate.com's audience, we believe this   
audience, which may search for information by product and geographic area using 
this web site, represents a desirable group of target customers for our         
advertisers. Additionally, we believe that the average price for banner         
advertisements on Bankrate.com are approximately 10% higher than average market 
prices for comparable advertisements.                                           

We are currently using the resources of Bankrate.com to create new online 
publications that provide personal finance information to additional targeted   
audiences. These publications include: theWhiz.com, which targets an audience   
that is younger, more female and more ethnically diverse than typical personal  
finance publications; Consejero.com, which targets a Spanish-speaking audience; 
CPNet.com, which targets the college market; and Garzarelli.com, a              
subscription-based service. Our goal is to develop a broad base of loyal users  
of our network of web sites who believe our information can improve their       
personal financial lives.                                                       

The "Business and Finance Report" compiled by Media Metrix, Inc., for the 
quarter ended December 31, 1998 indicated that we had 1.3 million unique        
visitors, compared to 1.1 million for the quarter ended September 30, 1998.     
Unique visitors are the number of different web users that visited our sites    
over the course of the reporting period.                                        

Our Opportunity                                                                 

  We believe many purchasers of financial products and services are relatively
uninformed with respect to these products and services, and often rely upon     
personal relationships when making such purchases. We also believe many of      
these products and services are not well explained, and alternatives are not    
typically presented, when marketed to consumers through traditional media. As   
the sale of many of these products and services moves to the web, where there   
is little personal contact, we believe that consumers will seek sources of      
independent, objective information such as Bankrate.com to facilitate and       
support their buying decisions. Because of the interactive nature of the        
internet, where web technology allows us to display extensive research on       
financial products and services that was previously unavailable to consumers,   
we believe we are able to provide a superior vehicle to educate consumers about 
how to best select and purchase such products and services.                     

  We believe the majority of the financial information available on the web is
oriented toward investment advice and providing business news and financial     
market information, rather than personal and consumer finance data. Our         
publications are targeted to fulfill the market need for personal and consumer  
finance information.                                                            

By expanding our comparative data regarding financial products and related
editorial content, we are creating a unique web-based service designed to       
enable our audience to keep abreast of personal finance developments and better 
manage their financial affairs. As a result, we believe we can assemble a loyal 
base of users made up of targeted audiences that are attractive to advertisers. 

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We believe that advertising spending by financial products and services   
components is growing relatively rapidly as compared to advertising spending in 
other categories. According to Advertising Age, advertising spending by         
financial products and services companies grew at an annual rate of 17% from    
1996 to 1997.                                                                   

 We believe Intelligent Life will benefit significantly from the anticipated
growth in internet usage and spending on internet advertising, direct marketing 
and electronic commerce. The following table highlights anticipated growth in   
these areas.                                                                    

  Internet Growth in the United States

                                                                [Download Table]

                                                     1998   2000    2002  
                                                    ------ ------- -------
                                                         in millions      
                                                                          
Number of internet users...........................     67      92     123
Advertising spending............................... $1,873 $ 4,352 $ 7,672
Direct marketing spending.......................... $  190 $   632 $ 1,335
Electronic commerce................................ $7,100 $15,600 $37,500

--------                                                                
Source: Jupiter Communications, LLC                                     

Strategy                                                                        

 Our objective is to create a series of online publications that are trusted
sources of editorial content for consumers in the area of personal finance.     
Elements of our strategy include:                                               

Increase Awareness of Our Publications. We intend to aggressively promote 
our online publications. Developing greater awareness of our brand names should 
increase the value of our web sites to potential advertisers and web sites with 
which we may enter into distribution arrangements. Historically, we have had    
relatively low levels of promotional expenditures. With the proceeds of this    
offering, we anticipate increasing our marketing efforts substantially.         

Expand Existing Publications. We plan to expand and improve our existing  
online publications by including additional editorial and research content.     
Recent additions to Bankrate.com include information regarding 30-year jumbo    
mortgages, VA mortgages, money market accounts, credit unions, Year 2000 issues 
and bank ratings. We expect forthcoming additions will include new content in   
the areas of investment and insurance on theWhiz.com and Consejero.com.         

  Grow Distribution Relationships. We intend to pursue new and expand existing
distribution relationships in order to increase site traffic and raise the      
profile of our brand names. In particular, we intend to focus on increasing the 
number of distribution relationships we have for theWhiz.com and Consejero.com. 

Add New Publications. We intend to use our expertise in producing online  
research and editorial content to develop new online publications similar in    
concept to Bankrate.com in complementary areas such as property and casualty    
insurance and tax planning. In addition to developing publications internally,  
and in order to accelerate our growth, we intend to pursue acquisitions of      
personal finance companies and products that will extend our network of web     
sites.                                                                          

Provide High Value Added Solutions to Advertisers. Delivering audiences to
our advertisers on a targeted demographic basis, segmented by geographic region 
and product of interest, provides high value added marketing solutions to       
advertisers. By expanding the breadth and depth of our online publications and  
adding to our advertising inventory, we believe we will be able to expand the   
scope of our services, thereby increasing sales to existing advertisers and     
attracting new advertisers.                                                     

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Bankrate.com                                                                    

Bankrate.com, our flagship web site, provides editorial and research      
information on banking and credit products to assist consumers in making        
informed financial decisions. Bankrate.com has its roots in our print           
publications and content syndication activities, which have provided surveys    
of interest rate data to consumers and institutions for over 16 years. Our      
online surveys have been expanded to include data on 46 products collected      
from more than 3,500 institutions nationwide. This information is gathered and  
presented by metropolitan area, which provides more valuable information to     
consumers than aggregated national information and allows advertisers to        
target prospective customers geographically. Media Metrix, Inc., an             
independent research firm, lists Bankrate.com as the business site with the     
twenty-first and fifteenth highest volume of traffic during the third and       
fourth calendar quarters, respectively, of 1998, with 1.1 million and           
1.3 million unique visitors. We believe that Bankrate.com compares favorably    
to sites producing original editorial content on personal finance subjects in   
terms of pages viewed by a visitor during each visit. Bankrate.com may be       
compared to sites producing original editorial content on personal finance      
subjects during the third and fourth calendar quarters of 1998 as follows:      

Comparison of Personal Finance Editorial Sites in 1998  

                                                        [Enlarge/Download Table]

                                   Third Quarter                  Fourth Quarter         
                          ------------------------------- -------------------------------
                                                 Average                         Average 
                             Unique               Pages      Unique               Pages  
          Site            Visitors(1)  Reach(2) Viewed(3) Visitors(1)  Reach(2) Viewed(3)
------------------------  ------------ -------- --------- ------------ -------- ---------
                          in thousands                    in thousands                   
                                                                                         
Money (Pathfinder)......     1,964       3.7%        5       1,783       3.3%       16   
Bankrate.com............     1,070       2.0        26       1,323       2.4        21   
Forbes..................       917       1.7        15         860       1.6        70   
Business Week...........       680       1.3        15         897       1.7         6   
Red Herring.............       652       1.2         3         436       0.8         9   
Fortune (Pathfinder)....       592       1.1        17         828       1.5        10   
Smart Money (Wall Street                                                                 
 Journal)...............       484       0.9        20         261       0.5        52   
Kiplinger's.............       279       0.5         5         189       0.3        20   

--------                                                                    
Source of Data: Media Metrix, Inc.                                        

(1) Unique Visitors means the estimated number of different web users that  
visited the site over the course of the reporting period.           
(2) Reach means the number of unique web users that visited the site at     
least once over the course of the reporting period, expressed as a  
percentage of the total web audience.                               
(3) Average pages viewed means the average number of pages visited during   
the reporting period per user. Page means a single screen view of   
textual and graphical information.                                  

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  Bankrate.com is structured in channels, which are typically organized around
banking or credit products and include original content and research. The       
following chart illustrates how Bankrate.com is structured:                     

[A screen of Bankrate.com's web site. A banner along with a navigation bar is   
at the top of the page and a navigation bar is on the left side of the page.    
Balloons are inserted throughout the page with text describing the channels,    
the information presented on the page and the updating features of the home     
page.]                                                                          

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Users may search for information on the mortgage pages of Bankrate.com by 
product of interest and geographic location.                                    

[A screen of Bankrate.com's web site. An advertisement along with a navigation  
bar is at the top of the page. A banner is on the left side of the page.        
Balloons are inserted throughout the page with text explaining the page's       
features.]                                                                      

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Bankrate.com also includes pages in which web site operators may preview  
upcoming features to assist with planning advertising campaigns.                

[A screen of Bankrate.com's web site. A banner along with a navigation bar is   
at the top of the page and a navigation bar is on the left side of the page.    
Text in a balloon explains how the site can be utilized].                       

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Bankrate.com also distributes electronic newsletters daily and weekly to  
approximately 90,000 subscribers covering topics such as mortgages, credit      
cards, banking, small businesses, CD rates and Federal Funds rates. We also     
maintain message boards where visitors can post questions for members of the    
Bankrate.com community to answer. Topics parallel the channels offered by       
Bankrate.com.                                                                   

Distribution Arrangements                                                   

A significant portion of the traffic to Bankrate.com, as well as our other
web sites, is attributable to the distribution (or syndication) arrangements we 
have with other web site operators. In January 1999, approximately 44% of the   
total traffic to Bankrate.com and our other web sites originated from the web   
sites of these operators.                                                       

Our distribution arrangements fall into two categories: (1) those in which
we establish a "co-branded" site with another web site operator, and (2) those  
in which we provide content to the other operator's web site together with a    
hyperlink to our own site. We have found co-branding to be more effective in    
driving traffic to our sites.                                                   

Co-branded sites are created pursuant to agreements with other web site   
operators. Generally, agreements relating to co-branded sites provide for us to 
host, sell and serve advertisements to and collect revenues from the co-branded 
sites. Under these agreements, the other operators are typically paid 38%-40%   
of revenues generated by the related co-branded sites.                          

Under distribution arrangements that do not include co-branded sites, we  
contract to provide content in exchange for a fee. The content identifies       
Bankrate.com as its source and typically includes a link to Bankrate.com. We    
have arrangements such as these with Yahoo!, SecureTax.com, Microsoft's         
MoneyCentral, CNNfn, Standard & Poor's and other web sites.                     

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Intelligent Life has distribution relationships with the seven highest-   
volume business networks as of the fourth calendar quarter of 1998, as          
identified by Media Metrix, Inc. According to Media Metrix, business networks   
and sites reach about 49% of web users, and our distribution partners include   
every financial site that reaches 4% or more of web users. The table below      
lists parties with which we have distribution agreements as of March 10, 1999:  

Access Atlanta            Fiera Inc.              Providence Online             
America Online            Forbes                  Quicken.com                   
AT&T Worldnet             Go Carolinas            RealTimes                     
Austin 360                Go Hamptons Roads       Realtor.com                   
Auto-by-Tel               Go PBI                  San Antonio Express           
Auto Connect              Hispanic Online         San Diego Insider             
Auto Site                 HomeFair                ScarsdaleNet.com              
Black Families            Housenet.com            SecureTax.com                 
Business Today            Houston Chronicle       Sign on San Diego             
Business Week Enterprise  Inman New Features      Sign on San Diego en          
Business Week Online      Inside New Orleans       Espanol                      
CarBuyer.com              Intellichoice           Smackem.com                   
CarPrices.com             Kiplinger's             Smart Money Magazine          
Classified Ventures       MarketWatch.com         SoFla.com                     
CNNfn.com                 Microsoft Network       Spring Street                 
Compare.net                (Carpoint & Money      Standard & Poor's             
Compuserve                 Central)               Tegris                        
Concerto Technologies     Milwaukee Journal       US News & World Report        
Credit Info Corp           Sentinel               Yahoo! (Loan Center & Tax     
Discover Omaha            MindSpring               Center)                      
Dollar Stretcher          Money Magazine          Your New House                
Edmunds                   Monster Board           YUPI Internet                 
Family Money              Motley Fool             Zack's                        
    NandoNet                ZDTV.com

Financial Product Research                                                  

Our research staff is made up of 38 people who track weekly comparative   
information on 46 financial products and services, including checking accounts, 
consumer loans, lines of credit, mortgages, certificates of deposit, savings    
accounts, credit cards, money market accounts and online accounts. We cover     
both personal and small business accounts offered through individual offices    
and on the internet by banks, thrifts, credit unions, credit card issuers,      
mortgage bankers and mortgage brokers. Over 150,000 items of data are gathered  
each week for over 120 markets across the United States and Puerto Rico from    
over 3,500 institutions. The information obtained includes not only rates and   
yields but related data such as lock periods, fees, points, and loan sizes for  
mortgages and grace period, late penalties, cash advance fees, minimum payments 
and terms and conditions for credit cards.                                      

We adhere to a strict methodology in developing our markets and our       
institutional survey group. The market universe includes the 100 largest U.S.   
markets, as defined by the U.S. Census Bureau's Metropolitan Statistical Area   
categories, along with the largest market in each state that does not include   
one of the largest 100 markets. We provide a comparative analysis of data by    
market as well as on a national basis.                                          

Institutions in the survey group include the largest banks and thrifts    
within each market area based on total deposits. The number of institutions     
tracked within a given market is based on product availability and number of    
institutions in the market area. In each of the largest 50 markets, ten         
institutions are tracked. In each of the smaller markets, four or more          
institutions are tracked. The institutions included in the survey group are     
verified, and adjusted if necessary, on a quarterly basis using FDIC data.      
Credit unions are not included in the market                                    

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survey group since product availability is based on membership. The largest 50  
U.S. credit unions are tracked as a separate survey group for comparison        
purposes.                                                                       

 All products included in our database have closely defined criteria so that
information provided by institutions is truly comparative in nature. Data       
undergo three levels of quality control prior to being accepted for inclusion   
in the database. The first level is automatically performed by our editing      
software, which identifies unusual changes. The second level is visual          
proofing, which is performed by a researcher who gathers rates from             
institutions through surveys. The researcher reviews the surveys to determine   
whether there have been any changes in the data on a weekly basis. If there has 
been a change that is outside of a specified range, the researcher verifies     
that the data is correct by calling the institution. Once the data are          
verified, they are forwarded to a senior researcher for review. The third level 
is a dedicated quality control staff consisting of senior researchers reviewing 
each market to ensure that the data have been correctly updated and correctly   
entered into our databank. The quality control staff reviews each market for    
overall accuracy and consistency of all fees and related information disclosed  
to consumers. The staff also reviews the comparability of products,             
institutional accuracy and survey accuracy. In addition, anonymous shopping, in 
which we place calls to institutions in order to obtain rate information        
without identifying ourselves as Bankrate.com, is performed on a weekly basis   
to validate data. Institutions providing invalid data are contacted by our      
quality control staff to ensure that future information will be accurate.       
Institutions listed in our tables on Bankrate.com that purchase hyperlinks to   
their own sites or other advertising must comply with the same criteria for     
product listings that apply to other institutions and quotes or they are        
removed. The criteria for product listings consists of specific attributes,     
such as loan size and term, that are used to define each type of financial      
instrument in order to ensure uniformity in the products that are compared. No  
special offers are listed on our internet sites. All of our new research        
employees are provided with a four-week program of classroom and on-the-job     
training to ensure consistency of data-gathering and validation techniques.     

We are aware of the potential conflict of interest resulting from the sale
of advertising to financial institutions while providing independent and        
objective research. However, no such conflicts of interests have compromised or 
are expected to compromise our ability to provide independent and objective     
research.                                                                       

At the end of each weekly survey, data are archived as part of our 16 year
old cumulative historical data file. This file provides a unique resource for   
our financial analysts and editorial team in developing trend graphs, charts    
and narrative analysis.                                                         

Editorial Content                                                           

In addition to our research department, we maintain an editorial staff of 
ten senior editors and 14 full-time reporters. We also have relationships with  
freelance writers. Most of our editorial staff are experienced journalists with 
newspaper or broadcast outlet experience. For example, the reporters and        
editors of Bankrate.com have professional journalistic work experience ranging  
from 1 to 20 years, with an average of ten years of experience. Our editorial   
staff produces original online content such as "A good deal of credit insurance 
may be bad for consumers" and "Do your homework before trying to buy that       
foreclosed home." We believe the quality of our original content plays a        
critical role in attracting visitors to our sites and co-branded partners to    
Intelligent Life.                                                               

While the majority of the content within our web sites is original and    
produced internally, we also include third-party content. This content is       
acquired under advertising revenue-sharing agreements which allow us to         
incorporate relevant information on our web site that would otherwise require   
additional resources for us to produce. An example of this type of arrangement  
is the incorporation in Bankrate.com of financial calculators created and owned 
by SmartMoney.                                                                  

Print Publications                                                          

We continue to sell traditional print publications to absorb part of the  
cost of creating research and original content. These publications are as       
follows:                                                                        

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Consumer Mortgage Guide. Consumer Mortgage Guide began publication in May 
1995 and generates revenue through the sale of mortgage rate listings in major  
metropolitan newspapers across the United States. We enter into agreements with 
the newspapers under which the newspapers provide us with print space in which  
we publish the mortgage rate listings at no charge. In turn, we sell            
advertising with the listings and split revenue with the newspapers on a        
percentage basis.                                                               

Newsletters. We publish three newsletters: 100 Highest Yields and Jumbo   
Flash Report, which target individual consumers, and Bank Rate Monitor, which   
targets an institutional audience. These newsletters provide rate information   
with minimal editorial content.                                                 

theWhiz.com                                                                     

  theWhiz.com provides original content about personal finance that is easy to
understand and entertaining. We believe traditional and online personal finance 
publications and web sites target white males over 40 years old with relatively 
high incomes, who are interested in investing. theWhiz.com is designed to       
address the personal finance needs of a younger, more female and more           
ethnically diverse audience. As with Bankrate.com, theWhiz.com is divided into  
channels, each of which includes original editorial content. All of             
theWhiz.com's stories are archived and easily accessible via our archive home   
page and site map. The following chart illustrates how theWhiz.com is           
structured.                                                                     

[A screen of theWhiz.com's web site. A banner along with a navigation bar is at 
the top of the page and a navigation bar is on the left side of the page.       
Balloons are inserted throughout with text describing what is on the page].     

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theWhiz.com also has a community section which encourages readers to      
interact with other visitors, theWhiz.com's staff and financial experts. Our    
"Talk to theWhiz" forum allows readers to get expert advice on questions like   
"Can a credit repair agency help me with my student loan debt?" The questions   
and answers are archived so that new readers can research their interests. If   
the answer isn't there, readers can fill out an e-mail form and submit their    
question.                                                                       

  Since theWhiz.com publishes content on personal finance and lifestyle topics
and is not intended simply to provide objective information, we expect to use   
theWhiz.com as a platform for electronic commerce.                              

Other Online Publications                                                       

Consejero.com                                                               

  Consejero.com provides personal finance information in Spanish and serves as
a consumer guide to understanding local and international financial issues.     
Consejero.com features country-specific personal finance content for the United 
States as well as Argentina, Brazil, Chile, Colombia, Costa Rica, Mexico,       
Panama, Peru, Puerto Rico, Spain and Venezuela. Spanish is the second most      
common language found on the internet today, yet we believe that little useful  
content on financial topics in Spanish currently exists on the internet. We aim 
to satisfy the need for such data and capitalize on the anticipated rapid       
growth of internet use by people who speak Spanish.                             

Consejero.com provides twice-daily news and feature articles written by   
established journalists working from major cities in Latin America and Spain.   
The topics are picked from day-to-day issues consumers face in their particular 
countries. The site also provides general and entertainment news acquired       
through arrangements with traditional media. We also expect to add the          
capability to conduct transactions with advertisers.                            

  Consejero.com also includes information provided by Bankrate.com en Espanol,
an extension of Bankrate.com. Bankrate.com en Espanol provides the same         
information and many of the services of Bankrate.com in Spanish but with        
supplementary articles and tables to facilitate understanding for those who may 
not be familiar with U.S. financial products and terms yet must maneuver in a   
mostly English-language financial system. Both Consejero.com and Bankrate.com   
en Espanol intend to enter into distribution and co-branding agreements with    
the small but growing number of internet companies that are emerging to serve   
Spanish-speaking markets in the United States, Latin America and Europe to      
enhance our brand recognition and content distribution.                         

CPNet.com                                                                   

Through CPNet.com, our online network of college newspaper web sites, we  
provide online content and advertising management to hundreds of college        
newspapers across the country. CPNet.com includes news articles and feature     
articles covering events and issues of interest to college students. Topics     
include current events, lifestyle and entertainment as well as topics that      
reflect college life. In addition to creating advertising relationships that    
will allow us to offer an integrated outlet for advertisers seeking to reach    
the college market, this gives us the ability to develop user relationships     
that allow us to cross-promote our publications to young consumers. We believe  
that college students use the internet more than many other segments of the     
population. We believe that this network will be highly attractive to           
advertisers since very few online publications offer a mechanism for national   
advertisements to reach college students with one advertisement purchase.       
CPNet.com aims to fulfill this market need.                                     

Garzarelli.com and Possible Future Publications                             

  We intend to use our online expertise and relationships to launch new online
publications. In October 1998, we launched a new electronic subscription site   
for Wall Street investment advisor Elaine Garzarelli called Garzarelli.com. We  
are responsible for the site's design, electronic subscription fulfillment,     
partner linking, site management and advertising sales. Ms. Garzarelli owns the 
internet site address, selects the content of the site and has the sole         
authority to determine whether the content can be distributed to other          
websites. The subscription revenues generated from Garzarelli.com are divided   
between us and Ms. Garzarelli. We receive                                       

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17% of subscription revenues, and she receives the remainder. We also receive   
50% of all advertising revenues from Garzarelli.com. Our agreement with Ms.     
Garzarelli extends until August 2000 and renews automatically on an annual      
basis. However, this agreement may be terminated by Intelligent Life or Ms.     
Garzarelli at any time with 90 days' prior notice.                              

In addition, in March 1999 we entered into a letter of intent with MECA   
Software, LLC to create a new personal finance destination site and transaction 
platform using the name "Managing Your Money" and the internet address MYM.com. 
MYM.com is expected to offer record-keeping tools and financial calculators as  
well as editorial content regarding personal finance issues such as home        
buying, investing and retirement planning. MECA is expected to provide a        
royalty-free license to the name "Managing Your Money" for use in this site and 
to provide support for site development. Intelligent Life is expected to        
provide editorial content and site design services. Intelligent Life is also    
expected to be responsible for selling advertising on the site. MECA and        
Intelligent Life will share the initial expenses of this operation equally. The 
structure of the joint venture is subject to the negotiation of a definitive    
agreement that will address additional terms, such as revenue sharing           
arrangements. The letter of intent will expire on July 5, 1999 if a definitive  
agreement has not been signed by that time. We cannot be certain that a         
definitive agreement will be reached.                                           

Consumer Marketing                                                              

Our expenditures on marketing and promotion to date have been limited. We 
have principally relied on our co-branded distribution network to increase      
traffic to our web sites. This approach has been supplemented with public       
relations activities and limited direct-response expenditures. In addition,     
Intelligent Life's history of providing editorial content to newspapers and     
broadcasters has earned Bank Rate Monitor a high level of awareness among       
journalists. As a result, Bank Rate Monitor is often cited as an authority on   
banking and credit products in an editorial context. We intend to use part of   
the proceeds of this offering to further build consumer brand recognition of    
our web sites.                                                                  

To date, our direct-response marketing has consisted of placing banner    
advertising on third party web sites either by purchasing or bartering          
advertising impressions. Our strategy is to purchase advertising at either a    
fixed cost per clickthrough or at a low CPM. We believe that the advertising    
proceeds from one of our visitors generally allow us to recover much of the per 
visitor cost of placing our advertising. If the majority of this cost can be    
recovered on an initial visit, we may build a substantial base of repeat users  
at a low cost. We anticipate the majority of our future advertising and         
promotional expenditures will be allocated to web-based advertising.            

Advertising Sales                                                               

Our advertising sales staff consists of 14 salespeople and support staff. 
Five salespersons are located in our North Palm Beach corporate headquarters,   
with the remainder in our satellite offices in New York, Chicago and Los        
Angeles. Each salesperson is responsible for a designated geographic area       
covering the Southeast, Mid-Atlantic, New England, Great Lakes, Midwest, Great  
Plains, Northwest or Southwest regions of the United States. Salespeople sell   
advertising related to all of our publications. We believe our sales force is   
highly effective. In recent months, our advertising revenue has increased       
because we have been able to sell up to approximately 75% of our online         
advertising inventory. Online publishing revenue, which consists of the sale of 
advertising, sponsorships and hyperlinks with our web sites, increased to       
$1,809,000 for the six months ended December 31, 1998 from $508,000 for the six 
months ended December 31, 1997, representing a 256% increase.                   

  Our salespeople present advertising solutions to potential advertisers using
inventory created by our own web sites and co-branded web sites. We believe     
this combined network of sites enhances value for advertisers and direct        
marketers by (1) alleviating the need to purchase a series of advertising       
campaigns from numerous web publishers, (2) providing advertisers and direct    
marketers with access to a wide variety of business and personal finance online 
content, and (3) providing targeted access to internet users with desirable     
demographics. Advertisers and direct marketers can enhance the effectiveness of 
their campaigns by customizing advertising delivery on our networks within a    
particular content channel or across an entire network.                         

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Advertising Alternatives                                                    

Our advertisers can target prospective customers using three different    
approaches:                                                                     

. targeting specific geographic and product areas, for example,         
mortgage rates in Atlanta;                                          

. targeting specific product channels, for example, all borrowers       
interested in the home equity channel; or                           

. general rotation throughout a particular site, such as Bankrate.com.  

Our most common graphical advertisement sizes are banners, which are      
prominently displayed at the top of a page (486 x 60 pixels) and badges, which  
are smaller than banners and less visible (125 x 125 pixels). Banners and       
badges are offered for general rotation or specific sites. List prices may vary 
depending upon the quantity of advertisements purchased by an advertiser and    
the length of time an advertiser runs an advertisement on our sites. List       
prices for banner and badge advertisements with premium placement may be as low 
as $30 CPM and as high as $90 CPM. Discounts and commissions are available      
based upon the volume of advertisements purchased. For example, for purchases   
of more than 75,000 advertisement views, a volume-based discount on the list    
price may be available.                                                         

We also sell posters, which are oversize advertisements that contain more 
information than traditional advertisements. We position posters on certain     
pages so that they dominate the page. The actual price averages $75 CPM.        
Advertisers may also purchase sponsorship positions on the Bankrate.com home    
page and the main page for each product channel. The cost of the sponsorship is 
based on banner rates for impressions received. Advertisers can also sponsor an 
entire channel. In addition, we offer a reference bar above all rate tables. A  
reference bar is an advertising feature that contains tab references for        
consumers on such topics as insurance, credit reports, credit problems and      
moving rates. Users who click on the tabs are taken to an advertiser's web site 
for answers to their particular questions or needs. The cost of the             
advertisement is based on banner rates for number of impressions.               

  Providing effective tools for managing advertising campaigns is essential to
maintaining advertising relationships. We use a state-of-the-art program under  
license that allows our advertisers to monitor their spending on our web sites  
in real-time for impressions received and clickthrough ratios generated.        

Hyperlinks                                                                  

Financial institutions that are listed in our rate tables have the        
opportunity to hyperlink their listings. By clicking on the hyperlink, users    
are taken to the institution's web site. A substantial benefit to advertisers   
with the hyperlink rate listing is that the hyperlinks are in fixed placement   
on the rate pages and are shown every time a user accesses a page. In contrast, 
banner advertisements are rotated based on the number of impressions purchased. 
Hyperlink fees are sold for three-month periods. The number of hyperlinked rate 
listings that can be added to a rate page is limited only by the number of      
institutions listed, while banner positions are limited by space available. The 
actual rates for hyperlinks are $45 CPM.                                        

Rate Alert E-Mail Sponsorships                                              

We issue weekly updates on mortgage rates via e-mail to customers who have
requested this free service. Rate alerts are issued for credit card and savings 
account updates on a less-frequent basis. Advertisers can sponsor the e-mails   
with text listings that are hyperlinked to their web site. Banner               
advertisements to be included with each e-mail are under development. The cost  
for sponsoring a rate alert is $0.25 per subscriber.                            

Chat Room Sponsorships                                                      

We offer advertisers chat rooms in Bankrate.com and theWhiz.com in which  
they may promote their spokespeople or products and acquire valuable real-time  
feedback from consumers. In these chat rooms, a moderator from the              
theWhiz.com's staff screens questions from visitors. The advertiser or host     
then answers questions and receives "virtual focus group" feedback from users.  
We generally charge advertisers $6,000 per session.                             

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Advertisers                                                                 

We market to local advertisers targeting a specific audience in a city or 
state and also to national advertisers targeting the entire country. No         
advertiser accounts for more than 10% of our revenues. As of January 31, 1999,  
we had approximately 192 advertisers. A representative sample of our national   
and regional advertisers includes:                                              

                                                                [Download Table]
                                             
Aames Home Loans        Household Finance    
American Express        Intuit               
American Home Loans     M&I Mortgage         
Auto-by-Tel             Mackinac Savings     
Capital One             Microsoft            
Countrywide Home Loans  Mortgage Expo        
Crestar Mortgage        NationsBank          
Downey Savings          NetBank              
First Mortgage Network  NextCard             
First Union             Pacific Shore Funding
First USA Visa          Providian Financial  
Four Web sites          Superior Bank        
General Motors          United Lending Group 

All of the listed advertisers have been our customers for at least six    
months and are representative of the types of industries, as well as national   
and regional scope of our advertising base.                                     

Competition                                                                     

  Intelligent Life competes for advertising revenues across the broad category
of personal finance information provided in traditional media such as           
newspapers, magazines, radio and television and in the developing market for    
online financial publications. There are many competitors that have             
substantially greater resources than Intelligent Life. Our online competition   
includes the following:                                                         

. personal finance sections of general interest sites such as Yahoo! and    
America Online;                                                         

. personal finance destination sites such as Quicken.com, MoneyCentral,     
Forbes, Business Week, Fortune, Smart Money, Kiplinger's and Money.com; 
and                                                                     

. e-commerce sites that provide bank and credit product information such as 
e-Loan and GetSmart.                                                    

  Competition in the online segment is generally directed at growing users and
revenue using marketing and promotion to increase traffic to our web sites. We  
believe that original content and objective product information differentiate   
us from our competitors.                                                        

Operations                                                                      

Our principal office in North Palm Beach, Florida is where our proprietary
web sites are hosted and all of our network operations are controlled. Internet 
access is maintained through multiple T-1 connections with Cable & Wireless     
PLC. The computer equipment used to operate our web sites is powered by         
uninterruptible power supply units and a generator.                             

Proprietary Rights                                                              

Our proprietary intellectual property consists of our unique research and 
editorial content. We rely primarily on a combination of copyrights,            
trademarks, trade secret laws, our user policy and restrictions on disclosure   
to protect this content.                                                        

Employees                                                                       

As of April 15, 1999, we had 137 full-time leased employees, of which 40  
were in product and content development, 23 in sales and marketing, 40 in       
editorial, 21 in administration and 13 in other departments. We have never had  
a work stoppage and none of our employees are represented under collective      
bargaining                                                                      

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agreements. We consider our employee relations to be good. Our employees are    
legally employed by Vincam Human Resources, Inc., and work for us under an      
employee leasing arrangement. See "Management--Employee Leasing" on page 44.    

Properties                                                                      

Our principal administrative, sales, marketing and research facilities are
located on approximately 14,000 square feet of leased office space in North     
Palm Beach, Florida. We believe that our facilities are adequate to meet our    
needs for the foreseeable future.                                               

Legal Proceedings                                                               

Intelligent Life is not a party to any material legal proceeding.         

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MANAGEMENT

Directors and Executive Officers                                                

Our directors and executive officers and their ages as of the date of this
prospectus are as follows:                                                      

                                                                [Download Table]

   Name                  Age                    Position                    
   ----                  ---                    --------                    
                                                                            
William P. Anderson,                                                        
 III....................  50 President, Chief Executive Officer and Director
Sara Campbell Taylor....  41 Senior Vice President--Sales and Syndication   
Peter W. Minford........  41 Senior Vice President--Administration          
G. Cotter Cunningham....  36 Senior Vice President--Marketing               
Bruns H. Grayson(1).....  51 Director                                       
Peter C. Morse(2).......  52 Director                                       
Randall E.                                                                  
 Poliner(1)(2)..........  43 Director                                       

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

  William P. Anderson, III has served as President and Chief Executive Officer
of Intelligent Life and director since July 1997. From its creation to June     
1997, Mr. Anderson served as President and Chief Executive Officer of Block     
Financial Corporation, a subsidiary of H&R Block, Inc. engaged in consumer      
lending, software and online financial services delivery. From August 1992 to   
September 1995, Mr. Anderson served as Chief Financial Officer of H&R Block,    
Inc. From July 1973 to November 1991, Mr. Anderson worked at KPMG Peat Marwick  
in various capacities including serving as partner-in-charge of the national    
corporate finance practice within the management consulting department. Mr.     
Anderson is a member of the Board of Directors of SecureTax.com, Inc., a        
privately held company. Mr. Anderson holds a Bachelor of Mechanical Engineering 
from Auburn University and an M.B.A. from Emory University.                     

Sara Campbell Taylor has served as Senior Vice President--Sales and       
Syndication of Intelligent Life, responsible for advertising sales and          
distribution arrangements, since May 1996. From January 1993 to June 1996, Ms.  
Taylor served as Vice President--Asset Securitization for ABN Amro Securities,  
Inc., an investment banking firm. Ms. Taylor specialized in mergers and         
acquisitions, structured finance and asset valuation. Ms. Campbell holds a B.S. 
in Finance from Pennsylvania State University.                                  

Peter W. Minford has served as Senior Vice President--Administration of   
Intelligent Life since February 1998. From August 1992 to February 1998, Mr.    
Minford served as Senior Vice President-Administration at The Bank of Tampa.    
Mr. Minford has held various senior management positions in commercial banking  
for over 19 years including roles in credit administration, commercial lending, 
general administration and operations. Mr. Minford holds a B.S. in Finance from 
Florida State University and an M.B.A. from the University of South Florida.    

G. Cotter Cunningham has served as Senior Vice President--Marketing of    
Intelligent Life since February 1999. From August 1997 to January 1999, Mr.     
Cunningham was Vice President of Valentine McCormick Ligibel, Inc., an          
advertising agency specializing in new media. From August 1992 to July 1997,    
Mr. Cunningham was Vice President of Block Financial Corporation, where he      
created, launched and directed the CompuServe Visa and WebCare Visa credit card 
programs. Mr. Cunningham holds a B.S. in Economics from the University of       
Memphis and an M.B.A. from Vanderbilt University's Owen Graduate School of      
Management.                                                                     

  Bruns H. Grayson has served as director of Intelligent Life since June 1997.
Since 1982, Mr. Grayson has been the managing partner of ABS Ventures, a series 
of venture capital funds affiliated with BT Alex. Brown Incorporated. Mr.       
Grayson is also a member of the Board of Directors of Anadigics, Inc., Dialog   
Software, Inc., Formation Systems, Inc., i-Logix, Inc., Software Corporation of 
America and Telogy Networks, Inc. Mr. Grayson holds a B.A. from Harvard         
College, an M.A. from Oxford University and a J.D. from the University of       
Virginia Law School. Mr. Grayson was a Rhodes Scholar in 1974.                  

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  Peter C. Morse has served as a director of Intelligent Life since July 1993.
Mr. Morse served as our President and Chief Executive Officer from July 1993    
until July 1997 and served as our Chairman from July 1997 until April 1999.     
Since 1982, Mr. Morse has served as President of Morse Partners, Ltd., a        
private equity firm that acquires operating companies and provides expansion    
capital. From 1986 to 1990, Mr. Morse was Chairman of FAO Schwarz, the national 
chain of children's gifts stores. Mr. Morse has also held senior positions at   
Janney Montgomery Scott, Inc., an investment banking firm. Mr. Morse holds a    
B.S.B.A. from Georgetown University and an M.B.A. from Columbia University.     

Randall E. Poliner has served as a director of Intelligent Life since     
November 1998. Since April 1993, Mr. Poliner has served as President of Antares 
Capital Corporation, a private venture capital firm investing equity capital in 
developmental and expansion stage companies. Mr. Poliner holds a Bachelor of    
Electrical Engineering from the Georgia Institute of Technology, an M.S. from   
Carnegie-Mellon University and an M.B.A. from Harvard Business School.          

Terms of Directors                                                              

Concurrently with the effective date of this offering, the Board of       
Directors will be divided into three classes, with members serving for          
staggered three-year terms. The Board will be comprised of one Class I director 
(Mr. Poliner), two Class II directors (Messrs. Anderson and Grayson) and one    
Class III director (Mr. Morse). At each annual meeting of shareholders, a class 
of directors will be elected for a three-year term to succeed the directors of  
the same class whose terms are then expiring. The terms of the initial Class I  
directors, Class II directors and Class III directors will expire upon the      
election and qualification of successor directors at the 2000, 2001 and 2002    
annual meetings of shareholders, respectively. There are no family              
relationships between any of the directors or executive officers of Intelligent 
Life.                                                                           

Committees of the Board of Directors                                            

  The members of the Audit Committee are Peter C. Morse (Chairman) and Randall
E. Poliner. The Audit Committee reviews the scope and timing of our audit       
services and any other services our independent auditors are asked to perform,  
the auditor's report on our financial statements following completion of their  
audit and their policies and procedures with respect to internal accounting and 
financial control. In addition, the Audit Committee makes annual                
recommendations to the Board of Directors for the appointment of independent    
auditors for the following year.                                                

The members of the Compensation Committee are Bruns H. Grayson (Chairman) 
and Randall E. Poliner. The Compensation Committee reviews and evaluates the    
compensation and benefits of all our officers, reviews general policy matters   
relating to compensation and benefits of employees of Intelligent Life and      
makes recommendations concerning these matters to the Board of Directors. The   
Compensation Committee also administers our stock option plans.                 

Compensation of Directors                                                       

Neither employee nor non-employee directors receive compensation for      
services performed in their capacity as directors. We reimburse each director   
for reasonable out-of-pocket expenses incurred in attending meetings of the     
Board of Directors and any of its committees.                                   

Compensation Committee Interlocks and Insider Participation                     

No member of the Compensation Committee is or will be an executive officer
of Intelligent Life.                                                            

Executive Compensation                                                          

The following table sets forth the total compensation for 1998 for our    
President and Chief Executive Officer. No other executive officer of            
Intelligent Life received total annual salary and bonuses for the fiscal year   
ended June 30, 1998 in excess of $100,000.                                      

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Summary Compensation Table

                                                                [Download Table]

                                                     Long-Term                 
                                      Annual        Compensation               
                                 Compensation(1)       Awards                  
                                 ---------------------------------             
                                                  Restricted Stock  All Other  
Name and Principal Position       Salary   Bonus       Awards      Compensation
---------------------------      --------------------------------- ------------
                                                                               
William P. Anderson, III........ $  275,000 $   0   $354,253(2)     $30,852(3) 
 President and Chief Executive                                                 
 Officer                                                                       

--------                                                                        
(1) In accordance with the rules of the Securities and Exchange Commission, the 
compensation set forth in the table does not include compensation in the
   form of perquisites or other personal benefits because such perquisites and
  other personal benefits constituted less than the lesser of $50,000 or 10%
of the total annual salary and bonus for the named executive officer for
such year.                                                              
(2) Consists of the net value of a restricted stock award of 454,170 shares of  
common stock granted in exchange for a promissory note in the amount of 
 $236,168. No such shares were vested as of June 30, 1998. As of March 10,
1999, 189,238 shares had vested, and the remaining shares had been      
reacquired by Intelligent Life. Accordingly, Intelligent Life recorded  
 compensation expense relating to these shares of approximately $1,782,000
in the quarter ended March 31, 1999. As a result of the reacquisition we
cancelled $137,765 of the note, and the remaining balance of the note,  
$98,403, was forgiven.                                                  
(3) Consists of a one time payment for relocation expenses.                     

Stock Option and Other Compensation Plans                                       

 1997 Equity Compensation Plan. Our 1997 Equity Compensation Plan (the "1997
Plan") became effective on July 30, 1997. The aggregate number of shares        
reserved for issuance under the Equity Compensation Plan is 1,500,000 shares.   
The purpose of the Equity Compensation Plan is to provide incentives for key    
employees, officers, consultants and directors to promote the success of        
Intelligent Life, thereby benefiting shareholders and aligning the economic     
interests of the participants with those of the shareholders. Awards granted    
under the Equity Compensation Plan may be restricted stock, options intended to 
qualify as "incentive stock options" or nonqualified stock options.             

As of April 15, 1999, options to purchase 429,000 shares of common stock  
were outstanding under the 1997 Plan at a weighted average exercise price of    
$2.10 per share. No shares of common stock had been issued upon exercise of     
options granted under the 1997 Plan.                                            

 Intelligent Life is granting options upon completion of this offering under
the 1997 Plan to a broad base of employees exercisable for an aggregate of      
72,500 shares of common stock at the initial public offering price.             

 1999 Equity Compensation Plan. Our 1999 Equity Compensation Plan (the "1999
Plan") became effective on March 10, 1999. The aggregate number of shares       
reserved for issuance under the Equity Compensation Plan is 1,500,000 shares.   
The purpose of the 1999 Plan is to provide incentives for key employees,        
officers, consultants and directors to promote the success of Intelligent Life, 
thereby benefiting shareholders and aligning the economic interests of the      
participants with those of the shareholders. Awards granted under the Equity    
Compensation Plan may be restricted stock, options intended to qualify as       
"incentive stock options" or nonqualified stock options.                        

As of April 15, 1999, options to purchase 358,500 shares of common stock  
were outstanding under the 1999 Plan at a weighted average exercise price of    
$2.97 per share. All of these options were granted in March 1999. Intelligent   
Life is also granting options upon completion of this offering under the 1999   
Plan to a consultant exercisable for an aggregate of 400,000 shares of common   
stock at the initial public offering price. No shares of common stock had been  
issued upon exercise of options granted under the 1999 Plan.                    

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 Incentive Compensation Plan. We have adopted an incentive compensation plan
for our 1999 fiscal year. The plan is administered by the Compensation          
Committee of the Board of Directors, which determines eligible participants,    
performance goals, measurement criteria, performance ratings and amount and     
timing of payments. Awards under the plan are determined annually on the basis  
of our performance over the year in relation to certain pre-determined          
financial and operating goals. All awards are paid in full, in cash, following  
the year of performance. Awards are granted under the plan at the sole          
discretion of the Compensation Committee.                                       

Employee Leasing                                                                

We lease all of our employees from Vincam Human Resources, Inc. The terms 
under which we lease our employees are set forth in an agreement between Vincam 
and us dated February 25, 1999.                                                 

Our agreement with Vincam is a co-employment arrangement, which allows    
Vincam to assume some of our rights and responsibilities with respect to our    
employees. All of our employees have submitted employment applications to       
Vincam and have been approved for hire by Vincam but assigned to our worksite   
to perform services under our direction and control. We transfer to Vincam's    
payroll all employees identified to work at our workplace provided each such    
employee accepts employment offered by Vincam. Vincam maintains workers'        
compensation coverage and group health coverage for each employee.              

 Vincam assumes our rights as to the employees, including the right to hire,
fire, discipline and pay wages. We do, however, retain the right to reject the  
assignment of any worker to our worksite by Vincam prior to assignment to our   
worksite or during the course of the assignment. As a result, we retain control 
over employees in a manner typical of an employer/employee relationship.        
Additionally, we retain such discretion, supervision and control over the       
employees as is necessary to conduct our business on a day-to-day basis. The    
Agreement between Vincam and Intelligent Life is filed as an exhibit to the     
registration statement of which this prospectus is a part.                      

The agreement has a one-year term. During this time, either party may     
terminate the agreement by giving thirty days' written notice, unless           
terminated for cause, which includes non-payment when due of any amount payable 
under the agreement or breach of a material term. After the first year, the     
agreement renews automatically on the date the agreement was originally entered 
into for an additional year.                                                    

Employment Agreements                                                           

 Mr. Anderson has entered into an employment agreement with Intelligent Life
effective as of March 10, 1999. Pursuant to this agreement, Mr. Anderson is     
entitled to receive an annual base salary of $275,000 and is entitled to a      
bonus as determined by the Board of Directors. In addition, Mr. Anderson is     
eligible to participate in, and has been granted options to acquire 358,500     
shares of common stock under, Intelligent Life's 1999 Equity Compensation Plan. 
Under the terms of the agreement, Mr. Anderson has assigned to Intelligent Life 
all of his copyrights, trade secrets and patent rights that relate to the       
business of Intelligent Life. Additionally, Mr. Anderson has agreed not to      
compete with Intelligent Life during the term of his employment and for a       
period of two years after termination of his employment. Mr. Anderson has also  
agreed not to solicit customers and employees of Intelligent Life for a period  
of two years following termination of his employment with Intelligent Life. In  
connection with any termination of Mr. Anderson's employment, other than        
voluntary termination, Mr. Anderson will be entitled to receive a severance     
payment equal to the amount of his base salary and benefits for a 12-month      
period.                                                                         

Consulting Agreement                                                            

Intelligent Life has entered into a consulting agreement with Edward V.   
Blanchard, Jr. Mr. Blanchard will be responsible for identifying merger and     
acquisition opportunities and managing these activities for Intelligent Life.   
Mr. Blanchard will receive an annual retainer of $225,000, payable monthly, and 
reimbursement for expenses incurred by him in carrying out his consulting       
duties. The consulting agreement extends until May 2000 and automatically       
renews on an annual basis unless terminated by either party. Intelligent Life   
may terminate the consulting agreement if Mr. Blanchard breaches the consulting 
agreement or engages in conduct that is disloyal to Intelligent Life. Upon      
completion of this offering, Mr. Blanchard will also be granted options         
exercisable for an aggregate of 400,000 shares of common stock at the initial   
public offering price.                                                          

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Limitation of Liability and Indemnification of Officers and Directors           

Our Articles of Incorporation provide that the liability of our directors 
for monetary damages is eliminated to the fullest extent permissible under      
Florida law and that we may indemnify our officers, employees and agents to     
the fullest extent permitted under Florida law.                                 

Our Bylaws provide that we must indemnify our directors against all       
liabilities to the fullest extent permitted under Florida law and that we must  
advance all reasonable expenses incurred in a proceeding where the director     
was either a party or a witness because he or she was a director.               

Intelligent Life maintains a directors' and officers' liability insurance 
policy in the amount of $1,000,000.                                             

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CERTAIN TRANSACTIONS

We entered into three lease agreements with Bombay Holdings, Inc. for our 
principal corporate offices and facilities. Bombay is wholly owned by Peter C.  
Morse, a director of Intelligent Life. The leases include renewal options and   
require Intelligent Life to pay a percentage of the common maintenance charges. 
Rent expense paid to Bombay was $99,192 for the six months ended December 31,   
1998 and $164,552, $85,591 and $83,858 for the fiscal years ended 1998, 1997    
and 1996, respectively. We believe that the terms of the lease agreements are   
no less favorable to us than those that could have been obtained from           
unaffiliated third parties.                                                     

Mr. Morse made loans to Intelligent Life during the years ended June 30,  
1997 and 1998 in the amounts of $687,000 and $200,000, respectively. Interest   
rates for the loans were between 6.5% and 7%. The loans have subsequently been  
contributed to capital.                                                         

In June 1998, Mr. Morse acquired 10,769 shares of Series A Preferred Stock
from Intelligent Life for a purchase price of $65 per share, which was the      
price paid by third parties in the same transaction. The aggregate purchase     
price was $699,985. Immediately prior to completion of this offering, these     
shares of preferred stock will be converted into 538,450 shares of common stock 
having an aggregate value of $6,999,850 at the initial public offering price.   
In November 1998, Mr. Morse acquired 527 shares of Series B Preferred Stock     
from Intelligent Life for a purchase price of $114 per share, which was the     
price paid by third parties in the same transaction. The aggregate purchase     
price was $60,078. Immediately prior to completion of this offering, these      
shares of preferred stock will be converted into 26,350 shares of common stock  
having an aggregate value of $342,550 at the initial public offering price.     

  As part of a compensation package, we sold 454,170 shares of common stock to
William P. Anderson, III, our President and Chief Executive Officer, effective  
when Mr. Anderson was hired in July 1997. In exchange for such shares,          
Mr. Anderson executed a promissory note to us for $236,168, which was payable   
over a ten-year term and bore interest at 6.42%. The stock sale was treated as  
a variable option grant for accounting purposes with respect to the difference  
between the purchase price of such shares of $2.97 per share and the fair       
market value of such shares of $10.80 per share. Accordingly, compensation      
expense was recorded, totaling approximately $2,282,000 through March 10, 1999. 
These shares were subject to vesting provisions, which had lapsed as to 189,238 
shares as of March 10, 1999. On that date, Intelligent Life reacquired          
264,932 shares of unvested common stock from Mr. Anderson in exchange for       
cancellation of $137,765 of Mr. Anderson's promissory note. The remaining       
amount of the note, in the amount of $98,403, was forgiven.                     

On March 9, 1999, Intelligent Life issued Mr. Anderson options to acquire 
358,500 shares of common stock at an exercise price of $2.97 per share. The     
fair market value of such shares was $10.80 per share; accordingly we will      
incur a stock compensation charge of approximately $2,807,000 relating to these 
options over a three-year vesting period. The options are intended to qualify   
as incentive stock options. The options vest in equal monthly installments.     

On March 9, 1999, Intelligent Life issued a promissory note to Antares    
Capital Fund II Limited Partnership. Randall E. Poliner, a director of          
Intelligent Life, is President of the general partner of Antares. Pursuant to   
the note, Antares loaned Intelligent Life $1,000,000 at an interest rate of 8%, 
which was payable on April 9, 1999. The amount borrowed under the note is being 
used for general corporate purposes. On April 9, 1999, in accordance with the   
terms of the note, the principal amount plus interest was automatically         
converted into 6,784 shares of Series B Preferred Stock at a conversion price   
of $148.40 per share. The fair market value of such shares was $10.80 per       
share; accordingly we incurred a finance charge of approximately $2,656,000 for 
the quarter ended March 31, 1999. Each share of Series B Preferred Stock will   
be converted into 50 shares of common stock immediately prior to completion of  
this offering. The aggregate value of the shares at conversion will be          
$4,409,600, calculated at the initial public offering price.                    

Our Board of Directors has adopted a resolution whereby all future        
transactions with related parties, including any loans from us to our officers, 
directors, principal stockholders or affiliates, must be approved by a majority 
of the Board of Directors, including a majority of the independent and          
disinterested members of the Board of Directors or a majority of the            
disinterested stockholders and must be on terms no less favorable to us than    
could be obtained from unaffiliated third parties.                              

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PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial 
ownership of our common stock as of the date of this prospectus and as adjusted 
to reflect the sale by Intelligent Life of the common stock being offered       
hereby, relating to: (1) each of our directors; (2) our President and Chief     
Executive Officer; (3) all those known by us to be beneficial owners of more    
than five percent of the outstanding shares of common stock; and (4) all of our 
executive officers and directors as a group.                                    

                                                        [Enlarge/Download Table]

                          Shares Beneficially Owned     Shares Beneficially Owned    
                            Prior to Offering (1)          After Offering (1)        
                          ----------------------------- -----------------------------
                             Shares         Percent        Shares         Percent    
                          --------------- ------------- --------------- -------------
                                                                                     
Peter C. Morse..........        5,488,800        55.2%        5,488,800        40.8% 
 200 Four Falls                                                                      
 Corporate Center, Suite                                                             
 205                                                                                 
 West Conshohocken,                                                                  
 Pennsylvania 19428                                                                  
Robert H. Lessin(2).....        1,276,900        12.8         1,276,900         9.5  
 826 Broadway                                                                        
 New York, New York                                                                  
 10003                                                                               
Bruns H. Grayson(3).....        1,264,950        12.7         1,264,950         9.4  
 1 South Street, Suite                                                               
 2150                                                                                
 Baltimore, Maryland                                                                 
 21202                                                                               
William P. Anderson,              209,154         2.1           209,154         1.6  
 III(4).................                                                             
 11811 U.S. Highway One,                                                             
 Suite 101                                                                           
 North Palm Beach,                                                                   
 Florida 33408                                                                       
Randall E. Poliner(5)...          778,650         7.8           778,650         5.8  
 7900 Miami Lakes Drive                                                              
 West                                                                                
 Miami Lakes, Florida                                                                
 33016                                                                               
All directors and                                                                    
 executive officers as a                                                             
 group                                                                               
 (seven persons)(4).....        9,018,454        90.7         9,018,454        67.1  

--------                                                                        
(1) For purposes of calculating the percentage beneficially owned, the number   
   of shares of common stock deemed outstanding prior to the offering includes
(1) 9,940,988 shares outstanding as of April 15, 1999 and (2) shares    
   issuable upon the exercise of options which may be exercised within 60 days
 following April 15, 1999 ("Presently Exercisable Options"). The number of
  shares of common stock deemed outstanding after this offering includes the
additional 3,500,000 shares that are being offered for sale in this     
 offering. Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission that deem shares to be        
beneficially owned by any person or group that has or shares voting and 
   investment power with respect to such shares. Presently Exercisable Options
  are deemed to be outstanding and to be beneficially owned by the person or
group holding such options for the purpose of computing the percentage  
ownership of such person or group but are not treated as outstanding for
the purpose of computing the percentage ownership of any other person or
group.                                                                  
(2) Includes shares owned by BRM Holdings LLC. Mr. Lessin is a control person   
of BRM Holdings LLC and is the beneficial owner of such shares.         
(3) Consists of shares owned by ABS Ventures IV, L.P. and ABX Fund, L.P. Mr.    
Grayson is the managing member of each general partner of these limited 
partnerships. Mr. Grayson disclaims beneficial ownership of such shares.
(4) Includes 19,916 shares of common stock issuable upon exercise of stock      
options that are exercisable within 60 days of April 15, 1999 and 12,500
shares held by Mr. Anderson's children.                                 
(5) Consists of shares owned by Antares Capital Fund II Limited Partnership and 
 ACF II Side Fund Limited Partnership. Mr. Poliner is President of Antares
Capital Partners II, Inc., the general partner of such limited          
partnerships, and is a beneficial owner of such shares.                 

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DESCRIPTION OF CAPITAL STOCK

General                                                                         

Our authorized capital stock consists of (1) 100,000,000 shares of common 
stock, $.01 par value per share, and (2) 10,000,000 shares of preferred stock,  
$.01 par value per share. As of April 15, 1999, we had issued and outstanding   
9,940,988 shares of common stock (assuming the conversion of all outstanding    
shares of preferred stock into shares of common stock). As of April 15, 1999,   
the outstanding shares of our common stock were held by four shareholders and   
shares of our Series A and Series B Preferred Stock were held by 15             
shareholders. The following description of our capital stock is a summary and   
is qualified in its entirety by the provisions of our Articles of Incorporation 
and Bylaws, copies of which have been filed as exhibits to the registration     
statement of which this prospectus is a part.                                   

Common Stock                                                                    

  Holders of shares of common stock are entitled to one vote per share for the
election of directors and all matters to be submitted to a vote of Intelligent  
Life's shareholders. Subject to the rights of any holders of preferred stock    
which may be issued in the future, the holders of shares of common stock are    
entitled to share ratably in such dividends as may be declared by the Board of  
Directors and paid by Intelligent Life out of funds legally available therefor. 
In the event of dissolution, liquidation or winding up of Intelligent Life,     
holders of shares of common stock are entitled to share ratably in all assets   
remaining after payment of all liabilities and liquidation preferences, if any. 
Holders of shares of common stock have no preemptive, subscription, redemption  
or conversion rights. The outstanding shares of common stock are, and the       
shares of common stock to be issued by Intelligent Life in connection with this 
offering will be, duly authorized, validly issued, fully paid and               
nonassessable.                                                                  

Preferred Stock                                                                 

The Board of Directors is authorized, subject to certain limitations      
prescribed by law, without further shareholder approval, to issue from time to  
time up to an aggregate of 10,000,000 shares of preferred stock in one or more  
series and to fix or alter the designations, preferences, rights and any        
qualifications, limitations or restrictions on the shares of each such series   
thereof, including the dividend rights, dividend rates, conversion rights,      
voting rights, terms of redemption (including sinking fund provisions),         
redemption price or prices, liquidation preferences and the number of shares    
constituting any series or designations of such series. The issuance of         
preferred stock may have the effect of delaying or preventing a change of       
control of Intelligent Life.                                                    

Material Articles of Incorporation and Bylaw Provisions                         

Intelligent Life's Articles of Incorporation provide that special meetings
of shareholders may be called only by: (1) the Board of Directors; (2) the      
Chairman of the Board of Directors (if one is so appointed); (3) the Chief      
Executive Officer; (4) the President; or (5) holders of not less than 35% of    
all votes entitled to be cast on any issue proposed to be considered at the     
proposed special meeting. The Articles of Incorporation and Bylaws also provide 
for a classified Board of Directors and permit removal of directors only for    
cause. See "Management--Directors and Executive Officers" on page 41.           

Intelligent Life's Bylaws establish an advance notice procedure for the   
nomination, other than by or at the direction of the Board of Directors or a    
committee thereof, of candidates for election as directors, as well as for      
other shareholder proposals to be considered at shareholders' meetings. Notice  
of shareholder proposals and director nominations must be given in writing to   
the secretary of Intelligent Life before the meeting at which such matters are  
to be acted upon or directors are to be elected. Such notice must be received   
at the principal executive offices of Intelligent Life, with respect to         
shareholder proposals and elections to be held at the annual meeting, not less  
than 60 days before the date of the meeting at which the directors are to be    
elected; however, if less than 70 days' notice or prior public disclosure of    
the date of the scheduled meeting is given or made,                             

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notice by the shareholder, to be timely, must be delivered or received not      
later than the close of business on the tenth day following the earlier of the  
day on which notice of the date of the meeting is mailed to shareholders or     
public disclosure of the date of such meeting is made.                          

Notice to Intelligent Life from a shareholder who intends to present a    
proposal or to nominate a person for election as a director at a shareholders'  
meeting must contain biographical information about the shareholder giving such 
notice and, in the case of director nominations, all information that would be  
required to be included in a proxy statement soliciting proxies for the         
election of the proposed nominee (including such person's written consent to    
serve as a director if so elected). If the presiding officer at the meeting     
determines that a shareholder's proposal or nomination is not made in           
accordance with the procedures set forth in the Articles of Incorporation, such 
proposal or nomination, at the direction of such presiding officer, may be      
disregarded. The notice requirement for shareholder proposals contained in the  
Articles of Incorporation does not restrict a shareholder's right to include    
proposals in Intelligent Life's annual proxy materials pursuant to rules        
promulgated under the Exchange Act.                                             

The Articles of Incorporation provide that directors may be removed only  

.  for cause; and                                                           

.  only by the affirmative vote, at any annual or special meeting of the    
shareholders, of not less than 66 2/3% of the total number of votes of
the then-outstanding shares of capital stock of Intelligent Life that 
are entitled to vote generally in the election of directors, voting   
together as a single class (if notice of such proposed removal was    
contained in the notice of such meeting).                             

"For cause" means (1) misconduct as a director of Intelligent Life or any 
subsidiary of Intelligent Life which involves dishonesty with respect to a      
material corporate activity or material corporate assets, or (2) conviction of  
an offense punishable by one or more years of imprisonment (other than minor    
regulatory infractions and traffic violations which do not materially and       
adversely affect Intelligent Life).                                             

 The Board of Directors has the power to increase or decrease the authorized
number of directors, with or without shareholder approval. Newly created        
directorships resulting from any increase in the number of directors or any     
vacancy of the Board of Directors may be filled by the affirmative vote of a    
majority of the remaining directors then in office or, if not filled by the     
directors, by the shareholders.                                                 

The Articles of Incorporation provide that in discharging the duties of   
their respective positions and in determining what is believed to be in the     
best interests of Intelligent Life, the Board of Directors, any committee of    
the Board of Directors and any individual director, in addition to considering  
the effects of any action on Intelligent Life or its shareholders, may, to the  
extent permitted by applicable Florida law, in his or her or their sole         
discretion, consider the interests of the employees, customers, suppliers and   
creditors of Intelligent Life and its subsidiaries, the communities in which    
offices or other establishments of Intelligent Life and its subsidiaries are    
located and all other factors such director(s) may consider pertinent.          

The preceding provisions of the Articles of Incorporation may be changed  
only upon the affirmative vote of holders of at least 66 2/3% of the total      
number of the then-outstanding shares of capital stock of Intelligent Life that 
are entitled to vote generally in the election of directors, voting together as 
a single class.                                                                 

  The provisions of the Articles of Incorporation and Bylaws summarized in the
preceding paragraphs and the provisions of the Florida Business Corporations    
Act ("FBCA") described under "Certain Provisions of Florida Law" contain        
provisions that may have the effect of delaying or preventing a non-negotiated  
merger or other business combination involving Intelligent Life. These          
provisions are intended to encourage any person interested in acquiring         
Intelligent Life to negotiate with and obtain the approval of the Board of      
Directors in connection with the transaction. Certain of these provisions may,  
however, discourage a future acquisition of Intelligent Life not approved by    
the board of directors in which shareholders might receive a high value for     
their shares or that a substantial number or even a majority of Intelligent     
Life's shareholders might believe to                                            

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be in their best interest. As a result, shareholders who desire to participate  
in such a transaction may not have the opportunity to do so. Such provisions    
could also discourage bids for the common stock at a premium, as well as create 
a depressive effect on the market price of the common stock.                    

Material Provisions of Florida Law                                              

Intelligent Life is subject to several anti-takeover provisions under     
Florida law that apply to a public corporation organized under Florida law,     
unless the corporation has elected to opt out of those provisions in its        
articles of incorporation or bylaws. Intelligent Life has not elected to opt    
out of those provisions. The FBCA prohibits the voting of shares in a publicly- 
held Florida corporation that are acquired in a "control share acquisition"     
unless the holders of a majority of the corporation's voting shares (exclusive  
of shares held by officers of the corporation, inside directors or the          
acquiring party) approve the granting of voting rights as to the shares         
acquired in the control share acquisition. A "control share acquisition" is     
defined as an acquisition that immediately thereafter entitles the acquiring    
party to 20% or more of the total voting power in an election of directors.     

 The FBCA also contains an "affiliated transaction" provision that prohibits
a publicly-held Florida corporation from engaging in a broad range of business  
combinations or other extraordinary corporate transactions with an "interested  
shareholder" unless: (1) the transaction is approved by a majority of           
disinterested directors before the person becomes an interested shareholder;    
(2) the interested shareholder has owned at least 80% of the corporation's      
outstanding voting shares for at least five years; or (3) the transaction is    
approved by the holders of two-thirds of the corporation's voting shares other  
than those owned by the interested shareholder. An interested shareholder is    
defined as a person who together with affiliates and associates beneficially    
owns more than 10% of the corporation's outstanding voting shares.              

Registration Rights                                                             

The holders of 5,698,550 shares of common stock are entitled to require us
to prepare and file a registration statement to register such shares under the  
Securities Act. We must prepare and file such a registration statement upon the 
request of holders of the number of such shares having an anticipated aggregate 
offering price of at least $15,000,000. Such request can be made at any time    
following 180 days after the date of this prospectus. These holders are         
entitled to demand such registration one time only. Such holders also have      
certain Form S-3 demand registration rights.                                    

In addition, the holders of such 5,698,550 shares of common stock and the 
holders of an additional 3,985,438 shares of common stock are entitled to have  
such shares included in a registration statement filed by Intelligent Life,     
subject to certain restrictions, for an unlimited time. We are required to bear 
the expense of such registrations except for any underwriting discounts and     
commissions, which will be borne by the participating shareholders in           
proportion to the number of shares sold.                                        

Listing                                                                         

  Application has been made to include our common stock on the Nasdaq National
Market under the trading symbol "ILIF."                                         

Transfer Agent and Registrar                                                    

The transfer agent for our common stock is SunTrust Bank, Inc.            

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SHARES ELIGIBLE FOR FUTURE SALE 

 Sales of substantial amounts of our common stock in the public market could
adversely affect prevailing market prices of our common stock. Furthermore,     
since a significant number of our shares will not be available for sale         
following this offering because of certain contractual and legal restrictions   
on resale described below, sales of substantial amounts of common stock in the  
public market after these restrictions lapse could adversely affect the         
prevailing market price and our ability to raise equity capital in the future.  

Upon completion of this offering, we will have outstanding an aggregate of
13,440,988 shares of our common stock, assuming no exercise of the              
underwriters' over-allotment option and no exercise of outstanding options. Of  
these shares, the 3,500,000 shares sold in this offering will be freely         
tradeable without restriction or registration under the Securities Act, unless  
such shares are purchased by our "affiliates." Affiliates are persons who       
possess some control over us, such as our executive officers, directors and     
significant shareholders.                                                       

The remaining 9,940,988 shares of common stock are held by existing       
stockholders and may be sold in the public market only if registered or if they 
qualify for an exemption from registration, including those under Rule 144      
promulgated under the Securities Act. Rule 144 is summarized below. As a result 
of the contractual restrictions described below and the provisions of Rule 144, 
these securities could be available for sale in the public market as follows:   

.  1,217,950 shares may be eligible for sale in accordance with the         
requirements of Rule 144 upon expiration of their respective one-year 
holding periods, which will occur on November 25, 1999 as to 878,750  
shares and will occur on March 9, 2000 as to 339,200 shares; and      

.  8,723,038 shares may be eligible for sale in accordance with the         
requirements of Rule 144 upon expiration of lock-up agreements, as    
described below.                                                      

Lock-Up Agreements. All of our executive officers, those of our directors 
who have legal right of disposition of shares of common stock and our principal 
stockholders have signed lock-up agreements under which they agreed not to      
transfer or dispose of, directly or indirectly, any shares of common stock or   
any securities convertible into or exercisable or exchangeable for shares of    
common stock, for a period of 180 days after the date of this prospectus,       
subject to certain exceptions. Transfers or dispositions can be made sooner     
with the prior written consent of ING Baring Furman Selz LLC.                   

Rule 144. In general, under Rule 144 as currently in effect, beginning 90 
days after the date of this prospectus, a person who has beneficially owned     
shares of our common stock 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:                                                                     

.  1% of the number of shares of common stock then outstanding, which will  
equal approximately 134,409 shares immediately after this offering; or

.  the average weekly trading volume of the common stock on the Nasdaq      
  National Market during the four calendar weeks preceding the filing of a
notice on Form 144 with respect to such sale.                         

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

 Rule 144(k). Under Rule 144(k), a person who is not deemed to have been one
of our affiliates at any time during the 90 days preceding a sale, and who has  
beneficially owned the shares proposed to be sold for at least two years,       
including the holding period of any prior owner other than an affiliate, is     
entitled to sell such shares without complying with the manner of sale, public  
information, volume limitation or notice provisions of Rule 144. Therefore,     
unless otherwise restricted, "144(k) shares" may be sold immediately upon the   
completion of this offering.                                                    

Rule 701. In general, under Rule 701 of the Securities Act as currently in
effect, any of our employees, consultants or advisors who purchases shares from 
us in connection with a compensatory stock or option plan or                    

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other written agreement is eligible to resell such shares 90 days after the     
effective date of this offering in reliance on Rule 144, but without compliance 
with certain restrictions, including the holding period, contained in Rule 144. 

Registration Rights. Upon completion of this offering, the holders of     
9,683,988 shares of our common stock, or their transferees, will be entitled to 
have their shares registered under the Securities Act. See "Description of      
Capital Stock--Registration Rights" on page 50. After such a registration,      
these shares become freely tradeable without restriction under the Securities   
Act.                                                                            

Stock Options. Immediately after this offering, we intend to file a       
registration statement on Form S-8 under the Securities Act covering the        
3,000,000 shares of common stock reserved for issuance under our 1997 and 1999  
Equity Compensation Plans. As of April 15, 1999, options to purchase 787,500    
shares of common stock were issued and outstanding. Upon the expiration of the  
lock-up agreements describe above, at least 46,748 shares of common stock are   
expected to be subject to vested options (based on options outstanding as of    
April 15, 1999). Such registration statement is expected to be filed and become 
effective as soon as practicable after the effective date of this offering.     
Accordingly, shares registered under such registration statement will, subject  
to vesting provisions and Rule 144 volume limitations applicable to our         
Affiliates, be available for sale in the open market immediately after the 180- 
day lock-up agreements expire.                                                  

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UNDERWRITING

 Subject to the terms and conditions of an underwriting agreement, dated May
12, 1999, the underwriters named below, who are represented by ING Baring       
Furman Selz LLC and Warburg Dillon Read LLC, a subsidiary of UBS AG, have       
severally agreed to purchase from Intelligent Life the number of shares of      
common stock set forth opposite their names below.                              

                                                                [Download Table]

                                                                   Number  
   Underwriters                                                   of Shares
   ------------                                                   ---------
                                                                           
ING Baring Furman Selz LLC....................................... 1,480,000
Warburg Dillon Read LLC, a subsidiary of UBS AG..................   990,000
BancBoston Robertson Stephens Inc. ..............................    75,000
Bear, Stearns & Co. Inc. ........................................    75,000
BT Alex. Brown Incorporated......................................    75,000
Donaldson, Lufkin & Jenrette Securities..........................    75,000
Hambrecht & Quist LLC............................................    75,000
Morgan Stanley & Co. Incorporated................................    75,000
NationsBanc Montgomery Securities LLC............................    75,000
PaineWebber Incorporated.........................................    75,000
Salomon Smith Barney Inc. .......................................    75,000
Wit Capital Corporation..........................................    75,000
Dominick & Dominick LLC..........................................    35,000
First Albany Corporation.........................................    35,000
Friedman, Billings, Ramsey & Co., Inc. ..........................    35,000
Legg Mason Wood Walker, Incorporated.............................    35,000
Needham & Company, Inc. .........................................    35,000
Pacific Crest Securities.........................................    35,000
Raymond James & Associates, Inc. ................................    35,000
The Seidler Companies Incorporated...............................    35,000
                                                                  ---------
  Total.......................................................... 3,500,000
                                                                  =========

The underwriting agreement provides that the obligations of the several   
underwriters to purchase and accept delivery of the shares of common stock      
offered hereby are subject to approval by their counsel of certain legal        
matters and to certain other conditions. The underwriters are obligated to      
purchase and accept delivery of all the shares of common stock (other than      
those shares covered by the over-allotment option described below) if any are   
purchased.                                                                      

The underwriters propose initially to offer the shares of common stock in 
part directly to the public at the initial public offering price set forth on   
the cover page of this prospectus and in part to certain dealers (including the 
underwriters) at such price less a concession not in excess of $0.54 per share. 
The underwriters may allow, and such dealers may re-allow, to certain other     
dealers, a concession not in excess of $0.10 per share.                         

The following table shows the underwriting discounts and commissions to be
paid to the underwriters by us in connection with this offering. These amounts  
are shown assuming both no exercise and full exercise of the underwriters'      
option to purchase additional shares of common stock.                           

                                                                [Download Table]

                                                  No Exercise Full Exercise
                                                  ----------- -------------
                                                                           
Per share........................................ $      0.91  $      0.91 
Total............................................ $ 3,185,000  $ 3,662,750 

Other expenses of this offering (including the registration fees and the  
fees and expenses of the financial printer, counsel and accountants) payable by 
us are expected to be approximately $770,000.                                   

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We have granted to the underwriters an option, exercisable within 30 days 
after the date of this prospectus, to purchase, from time to time, in whole or  
in part, up to an aggregate of 525,000 additional shares of common stock at the 
public offering price less the underwriting discounts and commissions. The      
underwriters may exercise such option solely to cover over-allotments, if any,  
made in connection with this offering. To the extent that the underwriters      
exercise such option, each underwriter will become obligated, subject to        
certain conditions, to purchase its pro rata portion of such additional shares  
based on such underwriter's percentage underwriting commitment as indicated in  
the table above.                                                                

We have agreed to indemnify the underwriters against certain liabilities, 
including liabilities under the Securities Act, or to contribute to payments    
that the underwriters may be required to make in respect of any of those        
liabilities.                                                                    

 Intelligent Life, along with our executive officers, those of our directors
who have legal right of disposition of shares of common stock and our principal 
stockholders, has agreed not to directly or indirectly offer, sell, offer to    
sell, contract to sell, grant any option for the sale or purchase of or         
otherwise dispose of any shares of common stock or any securities convertible   
into or exercisable or exchangeable for common stock or enter into any swap or  
other arrangement that transfers all or a portion of the economic consequences  
associated with the ownership of any shares of common stock for a period of 180 
days from the date of this prospectus without the prior written consent of ING  
Baring Furman Selz LLC, subject to certain exceptions. Such consent may be      
given at any time without public notice.                                        

No action has been taken by us or the underwriters that would permit a    
public offering of the shares of common stock offered hereby in any             
jurisdiction other than the United States where action for that purpose is      
required. The shares of common stock offered hereby may not be offered or sold, 
directly or indirectly, nor may this prospectus or any other offering material  
or advertisements in connection with the offer and sale of any such shares of   
common stock be distributed or published in any jurisdiction, except under      
circumstances that will result in compliance with the applicable rules and      
regulations of such jurisdiction. Persons into whose possession this prospectus 
comes are advised to inform themselves about, and to observe, any restrictions  
relating to the offering of the common stock and the distribution of this       
prospectus. This prospectus is not an offer to sell or a solicitation of an     
offer to buy any shares of common stock offered hereby in any jurisdiction in   
which such an offer or solicitation is unlawful.                                

ING Baring Furman Selz LLC has advised Intelligent Life that the          
underwriters do not intend to confirm sales to any account over which they      
exercise discretionary authority.                                               

The underwriters and dealers may engage in passive market-making          
transactions in the common stock in accordance with Rule 103 under Regulation M 
promulgated by the SEC. In general, a passive market-maker may not bid for or   
purchase shares of common stock at a price that exceeds the highest independent 
bid. In addition, the net daily purchases made by any passive market-maker      
generally may not exceed 30% of its average daily trading volume in the common  
stock during a specified two-month prior period, or 200 shares, whichever is    
greater. A passive market-maker must identify passive market-making bids as     
such on the Nasdaq electronic inter-dealer reporting system. Passive market-    
making may stabilize or maintain the market price of the common stock above     
independent market levels. Underwriters and dealers are not required to engage  
in passive market-making and may end passive market-making activities at any    
time.                                                                           

In connection with this offering, the underwriters may engage in          
transactions on the Nasdaq National Market or the over-the-counter market or    
otherwise that stabilize, maintain or otherwise affect the price of the common  
stock. Specifically, the underwriters may overallot this offering, creating a   
syndicate short position. In addition, the underwriters may bid for and         
purchase shares of common stock in the open market to cover syndicate short     
positions or to stabilize the price of the common stock. In addition, ING       
Baring Furman Selz LLC, on behalf of the underwriters, may reclaim selling      
concessions allowed to an underwriter or dealer if the underwriting syndicate   
repurchases shares distributed by that underwriter or dealer. These activities  
may stabilize or maintain the market price of the common stock above            
independent market levels. The underwriters are not required to engage in these 
activities and may end any of these activities at any time.                     

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Prior to this offering, there has been no public market for the common    
stock. As a result, the initial public offering price for the common stock has  
been determined by negotiation between Intelligent Life and ING Baring Furman   
Selz LLC. Among the factors considered in determining the public offering price 
were:                                                                           

.  prevailing market conditions;                                            

.  Intelligent Life's results of operations in recent periods;              

.  the present stage of Intelligent Life's development;                     

.  the market capitalizations and development stages of other companies     
that we and the underwriters believe to be comparable to Intelligent  
Life; and                                                             

.  estimates of Intelligent Life's growth potential.                        

LEGAL MATTERS 

The validity of the issuance of the shares of the common stock offered    
hereby will be passed upon for us by Morris, Manning & Martin, L.L.P., Atlanta, 
Georgia. Employees of Morris, Manning & Martin, L.L.P. are purchasing 5,950     
shares of common stock in the offering at the initial public offering price.    
Certain legal matters in connection with this offering will be passed upon for  
the underwriters by White & Case LLP, New York, New York.                       

EXPERTS 

 The financial statements of Intelligent Life included in this prospectus to
the extent and for the periods indicated in their reports have been audited by  
KPMG LLP and Thomas & Clough Co., P.A., independent public accountants and are  
included herein in reliance upon the authority of these firms 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 shares of    
common stock offered hereby. This prospectus is only a part of the registration 
statement and does not contain all of the information included in the           
registration statement. Further information with respect to Intelligent Life    
and the common stock offered hereby can be found in the registration statement. 
Statements made in this prospectus as to the contents of any contract,          
agreement or other document are not necessarily complete. Such documents are    
filed as exhibits to the registration statement, and all descriptions in this   
prospectus are qualified in all respects by reference to the registration       
statement. The registration statement and the exhibits and schedules thereto    
may be inspected without charge at the public reference facilities maintained   
by the Commission in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, 
and at the following regional offices of the Commission: Seven World Trade      
Center, Room 1400, New York, New York 10048 and Northwestern Atrium Center, 500 
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such        
material can be obtained from the Public Reference Section of the Commission at 
450 Fifth Street, N.W., Washington, D.C. 20549, Room 1024, at prescribed rates. 
The public may obtain information on the operation of the Public Reference Room 
by calling the SEC at 1-800-SEC-0330. In addition, Intelligent Life is required 
to file electronic versions of these documents with the Commission through the  
Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. 
The Commission maintains an internet site at http://www.sec.gov that contains   
reports, proxy and information statements and other information regarding       
registrants that file electronically with the Commission.                       

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INTELLIGENT LIFE CORPORATION

INDEX TO FINANCIAL STATEMENTS 

                                                                [Download Table]

                                                                            Page
                                                                            ----
                                                                                
Financial Statements:                                                           

Reports of Independent Public Accountants.................................  F-2 

Balance Sheets as of June 30, 1997 and 1998 and December 31, 1998               
 (unaudited)..............................................................  F-4 

Statements of Operations for the Years Ended June 30, 1996, 1997 and 1998       
 and Six Months Ended December 31, 1997 (unaudited) and 1998 (unaudited)..  F-5 

Statements of Redeemable Stock and Stockholders' Equity (Deficit) for the       
 Years Ended June 30, 1996, 1997 and 1998 and Six Months Ended December         
 31, 1998 (unaudited).....................................................  F-6 

Statements of Cash Flows for the Years Ended June 30, 1996, 1997 and 1998       
 and Six Months Ended December 31, 1997 (unaudited) and 1998 (unaudited)..  F-7 

Notes to Financial Statements (All information subsequent to June 30, 1998      
 is unaudited)............................................................  F-8 

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Independent Auditors' Report

The Board of Directors and Stockholders                                         
Intelligent Life Corporation:                                                   

We have audited the accompanying balance sheet of Intelligent Life        
Corporation as of June 30, 1998, and the related statements of operations,      
redeemable stock and stockholders' equity (deficit), and cash flows for the     
year then ended. 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 audit.                                        

We conducted our audit in accordance with generally accepted auditing     
standards. Those standards 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. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audit provides a reasonable basis   
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Intelligent Life            
Corporation as of June 30, 1998, and the results of its operations and its cash 
flows for the year then ended in conformity with generally accepted accounting  
principles.                                                                     

            KPMG LLP

Miami, Florida                                                                  
October 1, 1998                                                                 

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Independent Auditors' Report

The Board of Directors and Stockholders                                         
Intelligent Life Corporation:                                                   

We have audited the accompanying balance sheet of Intelligent Life        
Corporation (formerly, Bank Rate Monitor, Inc.), as of June 30, 1997, and the   
related statements of operations, redeemable stock and stockholders' equity     
(deficit), and cash flows for the two years then ended. These financial         
statements are the responsibility of the Company's management. Our              
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

We conducted our audits in accordance with generally accepted auditing    
standards. Those standards require that we plan and perform the 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. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audits provide a reasonable basis   
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Intelligent Life            
Corporation (formerly, Bank Rate Monitor, Inc.) as of June 30, 1997, and the    
results of its operations and its cash flows for the two years then ended in    
conformity with generally accepted accounting principles.                       

                             Thomas & Clough Co., P.A.

Palm Beach, Florida                                                             
July 23, 1998                                                                   

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INTELLIGENT LIFE CORPORATION
BALANCE SHEETS

                                                                [Download Table]

                                  June 30,                                      
                           ------------------------  December 31,  December 31, 
                              1997         1998          1998          1998     
                           -----------  -----------  ------------  ------------ 
                                                     (unaudited)   (unaudited)  
                                                                   (pro forma)  
                                                                    (Note 10)   
                                                                                
         Assets                                                                 
Cash and cash equiva-                                                           
 lents...................  $ 1,762,828  $   910,427  $  1,633,100  $  2,633,100 
Accounts receivable......      311,410      346,461       563,383       563,383 
Less: allowance for                                                             
 doubtful accounts.......      (31,346)     (23,946)      (24,847)      (24,847)
                           -----------  -----------  ------------  ------------ 
  Total accounts                                                                
   receivable............      280,064      322,515       538,536       538,536 
Other current assets,                                                           
 including prepaid                                                              
 expenses of $74,962                                                            
 at December 31, 1998 ...        1,432       27,960       109,488       109,488 
                           -----------  -----------  ------------  ------------ 
    Total current                                                               
     assets..............    2,044,324    1,260,902     2,281,124     3,281,124 
Furniture, fixtures and                                                         
 equipment, net .........      142,490      505,275       813,659       813,659 
Intangible assets, net of                                                       
 accumulated amortization                                                       
 of $146,496, $152,433                                                          
 and $152,976 at June 30,                                                       
 1997, June 30, 1998 and                                                        
 December 31, 1998,                                                             
 respectively............        5,945        1,722         4,569         4,569 
                           -----------  -----------  ------------  ------------ 
    Total assets.........  $ 2,192,759  $ 1,767,899  $  3,099,352  $  4,099,352 
                           ===========  ===========  ============  ============ 
 Liabilities, Redeemable                                                        
 Stock and Stockholders'                                                        
     Equity (Deficit)                                                           
Liabilities:                                                                    
  Accounts payable.......  $   374,005  $   205,791  $    308,667  $    308,667 
  Accrued expenses ......      287,726      406,658       588,212       588,212 
  Deferred revenue.......      495,535      476,120       612,660       612,660 
  Current portion of                                                            
   obligations under                                                            
   capital leases .......          --         8,011       113,405       113,405 
                           -----------  -----------  ------------  ------------ 
    Total current                                                               
     liabilities.........    1,157,266    1,096,580     1,622,944     1,622,944 
Obligations under capital                                                       
 leases, long term ......          --        14,237       263,009       263,009 
                           -----------  -----------  ------------  ------------ 
    Total liabilities....    1,157,266    1,110,817     1,885,953     1,885,953 
                           -----------  -----------  ------------  ------------ 
Commitments and                                                                 
 contingencies                                                                  
Redeemable Convertible                                                          
 series A preferred                                                             
 stock, noncumulative,                                                          
 par value $.01 per                                                             
 share, liquidation value                                                       
 $65 per share, stated at                                                       
 redemption value--90,000                                                       
 shares authorized;                                                             
 89,612 shares issued and                                                       
 outstanding at                                                                 
  December 31, 1998; and                                                        
 no shares issued or                                                            
 outstanding, pro forma                                                         
 at December 31, 1998 ...          --           --     10,215,768           --  
Redeemable Convertible                                                          
 series B preferred                                                             
 stock, noncumulative,                                                          
 par value $.01 per                                                             
 share, liquidation value                                                       
 $114 per share, stated                                                         
 at redemption value--                                                          
 30,000 shares                                                                  
 authorized; 17,575                                                             
 shares issued and                                                              
 outstanding at                                                                 
 December 31, 1998; and                                                         
 no shares issued or                                                            
 outstanding, pro forma                                                         
 at December 31, 1998 ...          --           --      1,982,535           --  
Redeemable Common Stock:                                                        
  Redeemable common                                                             
   stock, par value $.01                                                        
   per share, redemption                                                        
   value $0.52 per                                                              
   share--454,170 shares                                                        
   issued and outstanding                                                       
   at June 30, 1998 and                                                         
   December 31, 1998; and                                                       
   no shares issued or                                                          
   outstanding, pro forma                                                       
   at December 31, 1998..          --       236,168       236,168           --  
  Loan receivable for                                                           
   redeemable common                                                            
   stock.................          --      (236,168)     (236,168)          --  
Stockholders' equity                                                            
 (deficit):                                                                     
  Preferred Stock,                                                              
   10,000,000 shares                                                            
   authorized and                                                               
   undesignated, pro                                                            
   forma at December 31,                                                        
   1998..................          --           --            --            --  
  Convertible series A                                                          
   preferred stock,                                                             
   noncumulative, par                                                           
   value $.01 per share,                                                        
   liquidation value $65                                                        
   per share--90,000                                                            
   shares authorized;                                                           
   53,846 and 89,612                                                            
   shares issued and                                                            
   outstanding at                                                               
   June 30, 1997 and                                                            
   June 30, 1998,                                                               
   respectively..........    3,462,108    5,777,627           --            --  
  Common stock, par value                                                       
   $.01 per share--                                                             
   100,000,000 shares                                                           
   authorized; 3,846,200,                                                       
   3,846,200 and                                                                
   4,053,200 shares                                                             
   issued and outstanding                                                       
   at June 30, 1997, June                                                       
   30, 1998 and                                                                 
   December 31, 1998,                                                           
   respectively and                                                             
   9,940,988 shares                                                             
   issued and                                                                   
   outstanding, pro forma                                                       
   at December 31, 1998..       38,462       38,462        40,532        99,410 
  Additional paid in                                                            
   capital...............          --       354,253           --     17,684,425 
  Unamortized stock                                                             
   compensation expense..          --      (265,690)     (280,690)      (60,000)
  Accumulated deficit....   (2,465,077)  (5,247,570)  (10,744,746)  (15,510,436)
                           -----------  -----------  ------------  ------------ 
    Total stockholders'                                                         
     equity (deficit)....    1,035,493      657,082   (10,984,904)    2,213,399 
                           -----------  -----------  ------------  ------------ 
    Total liabilities,                                                          
     redeemable stock and                                                       
     stockholders' equity                                                       
     (deficit)...........  $ 2,192,759  $ 1,767,899  $  3,099,352  $  4,099,352 
                           ===========  ===========  ============  ============ 

See accompanying notes to financial statements. 

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INTELLIGENT LIFE CORPORATION

STATEMENTS OF OPERATIONS

                                                        [Enlarge/Download Table]

                                                                  Six months ended      
                                 Year ended June 30,                December 31,        
                          -----------------------------------  ------------------------ 
                             1996        1997        1998         1997         1998     
                          ----------  ----------  -----------  -----------  ----------- 
                                                               (unaudited)  (unaudited) 
                                                                                        
Revenue:                                                                                
  Online publishing ....  $   70,406  $  484,511  $ 1,281,284  $  507,717   $ 1,808,877 
  Print publishing and                                                                  
   licensing ...........   1,557,595   2,058,045    2,559,293   1,180,522     1,660,314 
                          ----------  ----------  -----------  ----------   ----------- 
    Total revenue.......   1,628,001   2,542,556    3,840,577   1,688,239     3,469,191 
                          ----------  ----------  -----------  ----------   ----------- 
Cost of operations:                                                                     
  Online publishing.....      16,476     582,399      862,007     321,216       978,964 
  Print publishing and                                                                  
   licensing............     971,331   1,185,969    1,961,714     957,447     1,100,693 
  Sales.................      97,640      89,848      665,007     117,300       817,403 
  Marketing.............      33,686       1,485      145,632      18,124       304,919 
  Product research......     507,975     720,508    1,215,888     493,257       915,961 
  General and                                                                           
   administrative                                                                       
   expenses.............     522,056     767,957    1,663,728     695,191       871,057 
  Depreciation and                                                                      
   amortization.........      97,668      73,754       66,666      25,088        98,491 
  Stock based                                                                           
   compensation ........         --          --        88,563         --        669,000 
                          ----------  ----------  -----------  ----------   ----------- 
    Total cost of                                                                       
     operations.........   2,246,832   3,421,920    6,669,205   2,627,623     5,756,488 
                          ----------  ----------  -----------  ----------   ----------- 
    Loss from                                                                           
     operations.........    (618,831)   (879,364)  (2,828,628)   (939,384)   (2,287,297)
Other income (expense):                                                                 
  Interest income.......         --        2,141       52,351      35,269        18,924 
  Interest expense......     (56,193)    (85,870)      (6,216)        --        (12,433)
  Other ................       2,584       7,473          --          --        185,588 
                          ----------  ----------  -----------  ----------   ----------- 
    Other income--net...     (53,609)    (76,256)      46,135      35,269       192,079 
  Loss before income                                                                    
   taxes................    (672,440)   (955,620)  (2,782,493)   (904,115)   (2,095,218)
Income taxes ...........         --          --           --          --            --  
                          ----------  ----------  -----------  ----------   ----------- 
    Net loss............  $ (672,440) $ (955,620) $(2,782,493) $ (904,115)  $(2,095,218)
Charge for conversion of                                                                
 nonredeemable                                                                          
 convertible Series A                                                                   
 preferred stock to                                                                     
 redeemable ............         --          --           --          --     (4,438,141)
Net loss applicable to                                                                  
 common stock...........  $ (672,440) $ (955,620) $(2,782,493) $ (904,115)  $(6,533,359)
                          ==========  ==========  ===========  ==========   =========== 
Basic and diluted net                                                                   
 loss per share           $     (.13) $     (.20) $      (.72) $     (.24)  $     (1.63)
                          ==========  ==========  ===========  ==========   =========== 
Weighted average shares                                                                 
 outstanding used in                                                                    
 basic and diluted per-                                                                 
 share calculation......   5,000,000   4,743,590    3,846,200   3,846,200     4,018,700 
                          ==========  ==========  ===========  ==========   =========== 
Pro forma provision for                                                                 
 income taxes...........         --          --                                         
                          ----------  ----------                                        
Pro forma net loss......  $ (672,440) $ (955,620)                                       
                          ==========  ==========                                        
Pro forma net loss per                                                                  
 share..................  $     (.13) $     (.20)                                       
                          ==========  ==========                                        

See accompanying notes to financial statements. 

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INTELLIGENT LIFE CORPORATION  

STATEMENTS OF REDEEMABLE STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) 

                                                        [Enlarge/Download Table]

                       Redeemable            Redeemable                                                             
                       Convertible          Convertible                                            Convertible      
                        Series A              Series B                                              Series A        
                     Preferred Stock      Preferred Stock        Redeemable Common Stock         Preferred Stock    
                   --------------------  -------------------  -------------------------------  -------------------- 
                                                                                      Note                          
                    Share     Amount     Shares     Amount     Shares    Amount    Receivable  Shares     Amount    
                   -------  -----------  -------  ----------  --------  ---------  ----------  -------  ----------- 
                                                                                                                    
Balance at July                                                                                                     
1, 1995..........      --   $       --       --   $      --        --   $     --   $     --        --   $       --  
 Stockholder                                                                                                        
 loans                                                                                                              
 contributed to                                                                                                     
 capital.........      --                    --          --        --         --         --        --           --  
 Net loss........      --           --       --          --        --         --         --        --           --  
                   -------  -----------  -------  ----------  --------  ---------  ---------   -------  ----------- 
Balance at June                                                                                                     
30, 1996.........      --   $       --       --   $      --        --   $     --   $     --        --   $       --  
 Stockholder                                                                                                        
 loans                                                                                                              
 contributed to                                                                                                     
 capital.........      --           --       --          --        --         --         --        --           --  
 Exchange of                                                                                                        
 common stock for                                                                                                   
 preferred stock                                                                                                    
 by principal                                                                                                       
 stockholder.....      --           --       --          --        --         --         --     23,076    1,499,940 
 Issuance of                                                                                                        
 preferred stock,                                                                                                   
 net of issuance                                                                                                    
 costs...........      --           --       --          --        --         --         --     30,770    1,962,168 
 Net loss........      --           --       --          --        --         --         --        --           --  
 Reclassification                                                                                                   
 of accumulated                                                                                                     
 deficit to                                                                                                         
 additional paid                                                                                                    
 in capital due                                                                                                     
 to change from S                                                                                                   
 corp status to C                                                                                                   
 corp ...........      --           --       --          --        --         --         --        --           --  
                   -------  -----------  -------  ----------  --------  ---------  ---------   -------  ----------- 
Balance at June                                                                                                     
30, 1997.........      --   $       --       --   $      --        --   $     --   $     --     53,846  $ 3,462,108 
 Issuance of                                                                                                        
 preferred stock,                                                                                                   
 net of issuance                                                                                                    
 costs...........      --           --       --          --        --         --         --     28,074    1,815,519 
 Stockholder                                                                                                        
 loans converted                                                                                                    
 to preferred                                                                                                       
 stock...........      --           --       --          --        --         --         --      7,692      500,000 
 Redeemable                                                                                                         
 common stock                                                                                                       
 issued..........      --           --       --          --    454,170    236,168   (236,168)      --           --  
 Compensation                                                                                                       
 expense relating                                                                                                   
 to common stock                                                                                                    
 vesting.........      --           --       --          --        --         --         --        --           --  
 Net loss........      --           --       --          --        --         --         --        --           --  
                   -------  -----------  -------  ----------  --------  ---------  ---------   -------  ----------- 
Balance at June                                                                                                     
30, 1998.........      --   $       --       --   $      --    454,170  $ 236,168  $(236,168)   89,612  $ 5,777,627 
 Issuance of                                                                                                        
 common stock                                                                                                       
 (Unaudited).....      --           --       --          --        --         --         --        --           --  
 Compensation                                                                                                       
 expense relating                                                                                                   
 to common stock                                                                                                    
 grants                                                                                                             
 (Unaudited).....      --           --       --          --        --         --         --        --           --  
 Issuance of                                                                                                        
 preferred stock,                                                                                                   
 net of issuance                                                                                                    
 costs                                                                                                              
 (Unaudited).....      --           --    17,575   1,982,535       --         --         --        --           --  
 Conversion of                                                                                                      
 nonredeemable                                                                                                      
 convertible                                                                                                        
 series A                                                                                                           
 preferred stock                                                                                                    
 to redeemable                                                                                                      
 (Unaudited) ....   89,612   10,215,768      --          --        --         --         --    (89,612)  (5,777,627)
 Net loss                                                                                                           
 (Unaudited).....      --           --       --          --        --         --         --        --           --  
                   -------  -----------  -------  ----------  --------  ---------  ---------   -------  ----------- 
Balance at                                                                                                          
December 31, 1998                                                                                                   
(Unaudited)......   89,612  $10,215,768   17,575  $1,982,535   454,170  $ 236,168  $(236,168)      --   $       --  
Conversion of                                                                                                       
Series A and                                                                                                        
Series B                                                                                                            
preferred stock                                                                                                     
to common stock                                                                                                     
(Note 10)                                                                                                           
(Unaudited)......  (89,612) (10,215,768) (17,575) (1,982,535)      --         --         --        --           --  
Issuance and                                                                                                        
conversion of                                                                                                       
promissory note                                                                                                     
to Series B                                                                                                         
preferred stock                                                                                                     
and conversion of                                                                                                   
Series B                                                                                                            
preferred stock                                                                                                     
to common stock                                                                                                     
and associated                                                                                                      
finance charge of                                                                                                   
$2,656,000 (Note                                                                                                    
10) (Unaudited)..      --           --       --          --        --         --         --        --           --  
Forgiveness of                                                                                                      
note receivable                                                                                                     
for redeemable                                                                                                      
common stock,                                                                                                       
reclassification                                                                                                    
of redeemable                                                                                                       
common stock to                                                                                                     
common stock,                                                                                                       
cancellation of                                                                                                     
the put right                                                                                                       
associated with                                                                                                     
such shares and                                                                                                     
reacquisition of                                                                                                    
forfeited shares                                                                                                    
and associated                                                                                                      
compensation                                                                                                        
charge of                                                                                                           
$1,782,000                                                                                                          
(Note 10)                                                                                                           
(Unaudited)......      --           --       --          --   (454,170)  (236,168)   236,168       --           --  
                   -------  -----------  -------  ----------  --------  ---------  ---------   -------  ----------- 
Balance at                                                                                                          
December 31, 1998                                                                                                   
(Unaudited) (pro                                                                                                    
forma) (Note                                                                                                        
10)..............      --           --       --          --        --         --         --        --   $       --  
                   =======  ===========  =======  ==========  ========  =========  =========   =======  =========== 

                      Common Stock                   Unamortized                    Total                           
                   -------------------- Additional      Stock                   Stockholders'                       
                                          Paid in    Compensation Accumulated      Equity                           
                     Shares    Amount     Capital      Expense      Deficit       (Deficit)                         
                   ----------- -------- ------------ ------------ ------------- --------------                      
                                                                                                                    
Balance at July                                                                                                     
1, 1995..........   5,000,000  $50,000  $   275,000   $     --    $ (1,420,537) $ (1,095,537)                       
 Stockholder                                                                                                        
 loans                                                                                                              
 contributed to                                                                                                     
 capital.........         --       --       260,000         --             --        260,000                        
 Net loss........         --       --           --          --        (672,440)     (672,440)                       
                   ----------- -------- ------------ ------------ ------------- --------------                      
Balance at June                                                                                                     
30, 1996.........   5,000,000  $50,000  $   535,000   $     --    $ (2,092,977) $ (1,507,977)                       
 Stockholder                                                                                                        
 loans                                                                                                              
 contributed to                                                                                                     
 capital.........         --       --     1,536,922         --             --      1,536,922                        
 Exchange of                                                                                                        
 common stock for                                                                                                   
 preferred stock                                                                                                    
 by principal                                                                                                       
 stockholder.....  (1,153,800) (11,538)  (1,488,402)        --             --            --                         
 Issuance of                                                                                                        
 preferred stock,                                                                                                   
 net of issuance                                                                                                    
 costs...........         --       --           --          --             --      1,962,168                        
 Net loss........         --       --           --          --        (955,620)     (955,620)                       
 Reclassification                                                                                                   
 of accumulated                                                                                                     
 deficit to                                                                                                         
 additional paid                                                                                                    
 in capital due                                                                                                     
 to change from S                                                                                                   
 corp status to C                                                                                                   
 corp ...........         --       --      (583,520)        --         583,520           --                         
                   ----------- -------- ------------ ------------ ------------- --------------                      
Balance at June                                                                                                     
30, 1997.........   3,846,200  $38,462  $       --    $     --    $ (2,465,077) $  1,035,493                        
 Issuance of                                                                                                        
 preferred stock,                                                                                                   
 net of issuance                                                                                                    
 costs...........         --       --           --          --             --      1,815,519                        
 Stockholder                                                                                                        
 loans converted                                                                                                    
 to preferred                                                                                                       
 stock...........         --       --           --          --             --        500,000                        
 Redeemable                                                                                                         
 common stock                                                                                                       
 issued..........         --       --       354,253    (354,253)           --            --                         
 Compensation                                                                                                       
 expense relating                                                                                                   
 to common stock                                                                                                    
 vesting.........         --       --           --       88,563            --         88,563                        
 Net loss........         --                    --          --      (2,782,493)   (2,782,493)                       
                   ----------- -------- ------------ ------------ ------------- --------------                      
Balance at June                                                                                                     
30, 1998.........   3,846,200  $38,462  $   354,253   $(265,690)  $ (5,247,570) $    657,082                        
 Issuance of                                                                                                        
 common stock                                                                                                       
 (Unaudited).....     207,000    2,070      266,930    (269,000)           --            --                         
 Compensation                                                                                                       
 expense relating                                                                                                   
 to common stock                                                                                                    
 grants                                                                                                             
 (Unaudited).....         --       --       415,000     254,000            --        669,000                        
 Issuance of                                                                                                        
 preferred stock,                                                                                                   
 net of issuance                                                                                                    
 costs                                                                                                              
 (Unaudited).....         --       --           --          --             --            --                         
 Conversion of                                                                                                      
 nonredeemable                                                                                                      
 convertible                                                                                                        
 series A                                                                                                           
 preferred stock                                                                                                    
 to redeemable                                                                                                      
 (Unaudited) ....         --       --    (1,036,183)        --      (3,401,958)  (10,215,768)                       
 Net loss                                                                                                           
 (Unaudited).....         --       --           --          --      (2,095,218)   (2,095,218)                       
                   ----------- -------- ------------ ------------ ------------- --------------                      
Balance at                                                                                                          
December 31, 1998                                                                                                   
(Unaudited)......   4,053,200  $40,532  $       --    $(280,690)  $(10,744,746) $(10,984,904)                       
Conversion of                                                                                                       
Series A and                                                                                                        
Series B                                                                                                            
preferred stock                                                                                                     
to common stock                                                                                                     
(Note 10)                                                                                                           
(Unaudited)......   5,359,350   53,593   12,144,710         --             --     12,198,303                        
Issuance and                                                                                                        
conversion of                                                                                                       
promissory note                                                                                                     
to Series B                                                                                                         
preferred stock                                                                                                     
and conversion of                                                                                                   
Series B                                                                                                            
preferred stock                                                                                                     
to common stock                                                                                                     
and associated                                                                                                      
finance charge of                                                                                                   
$2,656,000 (Note                                                                                                    
10) (Unaudited)..     339,200    3,392    3,659,608         --      (2,663,000)    1,000,000                        
Forgiveness of                                                                                                      
note receivable                                                                                                     
for redeemable                                                                                                      
common stock,                                                                                                       
reclassification                                                                                                    
of redeemable                                                                                                       
common stock to                                                                                                     
common stock,                                                                                                       
cancellation of                                                                                                     
the put right                                                                                                       
associated with                                                                                                     
such shares and                                                                                                     
reacquisition of                                                                                                    
forfeited shares                                                                                                    
and associated                                                                                                      
compensation                                                                                                        
charge of                                                                                                           
$1,782,000                                                                                                          
(Note 10)                                                                                                           
(Unaudited)......     189,238    1,893    1,880,107     220,690     (2,102,690)          --                         
                   ----------- -------- ------------ ------------ ------------- --------------                      
Balance at                                                                                                          
December 31, 1998                                                                                                   
(Unaudited) (pro                                                                                                    
forma) (Note                                                                                                        
10)..............   9,940,988  $99,410  $17,684,425   $ (60,000)  $(15,510,436) $  2,213,399                        
                   =========== ======== ============ ============ ============= ==============                      

See accompanying notes to financial statements. 

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INTELLIGENT LIFE CORPORATION

STATEMENTS OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                                    Six months ended      
                                 Year ended June 30,                  December 31,        
                          ------------------------------------  ------------------------- 
                             1996        1997         1998         1997          1998     
                          ----------  ----------  ------------  -----------  ------------ 
                                                                (unaudited)  (unaudited)  
                                                                                          
Cash flows from                                                                           
 operating activities:                                                                    
 Net loss...............  $ (672,440) $ (955,620) $ (2,782,493) $ (904,115)  $ (2,095,218)
 Adjustments to                                                                           
  reconcile net loss to                                                                   
  net cash used in                                                                        
  operating activities:                                                                   
 Depreciation and                                                                         
  amortization..........      97,669      73,754        66,666      41,578         98,491 
 Stock compensation                                                                       
  earned................         --          --         88,563         --         669,000 
 Changes in operating                                                                     
  assets and                                                                              
  liabilities:                                                                            
   Increase in accounts                                                                   
    receivable..........     (98,062)   (109,793)      (42,451)     (5,228)      (216,021)
   Decrease (Increase)                                                                    
    in other current                                                                      
    assets..............       2,401       7,480       (22,305)       (255)       (84,375)
   Increase (Decrease)                                                                    
    in accounts                                                                           
    payable.............     163,640      59,238      (168,214)   (272,167)       102,876 
   Increase in accrued                                                                    
    expenses............      70,618     218,705       118,932      49,062        181,554 
   Increase (Decrease)                                                                    
    in deferred                                                                           
    revenue.............      90,747    (127,480)      (19,415)   (120,199)       136,540 
                          ----------  ----------  ------------  ----------   ------------ 
     Total adjustments..     327,013     121,904        21,776    (307,209)       888,065 
                          ----------  ----------  ------------  ----------   ------------ 
     Net cash used in                                                                     
      operating                                                                           
      activities........    (345,427)   (833,716)   (2,760,717) (1,211,324)    (1,207,153)
                          ----------  ----------  ------------  ----------   ------------ 
Cash flows used in                                                                        
 investing activities:                                                                    
 Purchases of                                                                             
  equipment.............     (39,643)    (90,501)     (407,203)   (276,575)       (26,875)
                          ----------  ----------  ------------  ----------   ------------ 
     Net cash used in                                                                     
      investing                                                                           
      activities........     (39,643)    (90,501)     (407,203)   (276,575)       (26,875)
                          ----------  ----------  ------------  ----------   ------------ 
Cash flows from                                                                           
 financing activities:                                                                    
 Loans from                                                                               
  stockholders..........     385,070     687,000       500,000      15,743            --  
 Principal payments on                                                                    
  capital lease                                                                           
  obligations...........         --          --            --          --         (25,834)
 Proceeds from issuance                                                                   
  of preferred stock....         --    2,000,045     1,815,519     822,665      1,982,535 
                          ----------  ----------  ------------  ----------   ------------ 
     Net cash provided                                                                    
      by financing                                                                        
      activities........     385,070   2,687,045     2,315,519     838,408      1,956,701 
                          ----------  ----------  ------------  ----------   ------------ 
     Net increase                                                                         
      (decrease) in cash                                                                  
      and cash                                                                            
      equivalents.......         --   $1,762,828      (852,401)   (649,491)       722,673 
Cash and cash                                                                             
 equivalents at                                                                           
 beginning of year......         --          --      1,762,828   1,762,828        910,427 
                          ----------  ----------  ------------  ----------   ------------ 
Cash and cash                                                                             
 equivalents at end of                                                                    
 year...................  $      --   $1,762,828  $    910,427  $1,113,337   $  1,633,100 
                          ==========  ==========  ============  ==========   ============ 
Supplementary                                                                             
 disclosures of cash                                                                      
 flow information:                                                                        
 Cash paid during the                                                                     
  year for interest.....  $   25,600  $  113,200  $      6,216  $      --    $     12,433 
                          ==========  ==========  ============  ==========   ============ 
Supplemental schedule of                                                                  
 noncash investing and                                                                    
 financing activities:                                                                    
 Accounts payable                                                                         
  related to                                                                              
  recapitalization and                                                                    
  issuance of stock.....  $      --   $   37,877  $        --   $      --    $        --  
                          ==========  ==========  ============  ==========   ============ 
 Stockholder loans                                                                        
  contributed to capital                                                                  
  for preferred stock...  $  260,000  $1,536,922  $    500,000  $      --    $        --  
                          ==========  ==========  ============  ==========   ============ 
 Equipment acquired                                                                       
  under capital leases..  $      --   $      --   $     18,000  $      --    $    380,000 
                          ==========  ==========  ============  ==========   ============ 

See accompanying notes to financial statements. 

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INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS 
June 30, 1997 and 1998
(All information subsequent to June 30, 1998 is unaudited)

(1) Organization and Summary of Significant Accounting Policies                 

(a) Description of Business                                                 

Intelligent Life Corporation (the "Company"), formerly known as Bank Rate 
Monitor, Inc., is organized under the laws of the state of Florida. Under the   
provisions of the Internal Revenue Code of 1986, as amended, the Company        
elected to be taxed as an S corporation. On June 19, 1997, the Company ceased   
to be an S corporation and became a C corporation for income tax purposes.      

 The Company is a provider of research regarding consumer banking and credit
products and a publisher of original editorial content relating to personal     
finance matters. The Company provides this information through its internet     
sites and print publications.                                                   

(b) Need for Future Capital and Initial Public Offering                     

  The Company has sustained losses and negative cash flows from operations for
the past five fiscal years and for the six months ended December 31, 1998 and   
expects these conditions to continue for the foreseeable future. As of December 
31, 1998, the Company had an accumulated deficit of approximately $10,744,746.  
The Company's business plan is dependent on obtaining additional financing.     

In March 1999, the Board of Directors authorized the filing of a          
registration statement with the Securities and Exchange Commission ("SEC") that 
would permit the Company to sell shares of the Company's common stock in        
connection with a proposed initial public offering ("IPO").                     

  If the IPO is consummated, immediately prior to the proposed offering all of
the then outstanding shares of the Company's Convertible Preferred Stock will   
be converted into shares of common stock.                                       

(c) Unaudited Interim Information                                           

The interim financial statements of the Company for the six months ended  
December 31, 1997 and 1998, included herein have been prepared by the Company,  
without audit, pursuant to the rules and regulations of the SEC. In the opinion 
of management, the accompanying unaudited interim financial statements reflect  
all adjustments, consisting only of normal recurring adjustments, necessary to  
present fairly the financial position of the Company at December 31, 1998, and  
the results of its operations and its cash flows for the six months ended       
December 31, 1997 and 1998. Historical results are not necessarily indicative   
of the results to be expected in the future.                                    

(d) 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 gains and losses at the date of the financial          
statements and the reported amounts of revenue and expenses during the          
reporting period. Actual results could differ from those estimates.             

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INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(All information subsequent to June 30, 1998 is unaudited)

(e) Cash and Cash Equivalents                                               

The Company considers all highly liquid investments purchased with an     
original maturity of three months or less to be cash equivalents. The cost of   
these investments approximates fair value.                                      

(f) Fixed Assets                                                            

  Property and equipment are stated at cost and are depreciated on a straight-
line basis over the estimated useful lives of the assets which range from three 
to seven years. Leasehold improvements are amortized on a straight-line basis   
over the shorter of the lease term (if the Company does not retain ownership of 
the property or have a bargain purchase price) or the estimated useful lives of 
the improvements. Equipment under capital leases are stated at the present      
value of the minimum lease payments.                                            

(g) Intangible Assets                                                       

 Intangible assets consist principally of trademarks. The cost of trademarks
is being amortized over the trademarks' estimated useful lives of five years on 
a straight-line basis.                                                          

(h) Computation of Net Loss Per Share                                       

The Company has presented net loss per share pursuant to SFAS No. 128,    
"Earnings per Share," and the Securities and Exchange Commission Staff          
Accounting Bulletin No. 98. Pursuant to SEC Staff Accounting Bulletin No. 98,   
common stock and convertible preferred stock issued for nominal consideration,  
prior to the anticipated effective date of the IPO, are required to be included 
in the calculation of basic and diluted net loss per share, as if they were     
outstanding for all periods presented. To date, the Company has not had any     
issuances or grants for nominal consideration.                                  

  Diluted loss per share has not been presented separately, as the outstanding
stock options, redeemable common stock and convertible preferred stock are      
anti-dilutive for each of the periods presented.                                

  Securities that could potentially dilute basic earnings per share ("EPS") in
the future that were not included in diluted EPS because their effect on        
periods presented was antidilutive total 0, 538,460 and 896,120 for the years   
ended June 30, 1996, 1997 and 1998, and 1,138,631 for the six months ended      
December 31, 1998.                                                              

(i) Stock-based Compensation                                                

  The Company accounts for stock-based compensation arrangements in accordance
with the provisions of Accounting Principles Board ("APB") No. 25, "Accounting  
for Stock Issued to Employees," and complies with the disclosure requirements   
of SFAS No. 123, "Accounting for Stock-Based Compensation." Under APB No. 25,   
compensation cost, if any, for fixed plan accounting, is recognized over the    
respective vesting period based on the difference, on the date of grant,        
between the fair value of the Company's common stock and the grant price.       

(j) Income Taxes                                                            

Income taxes are accounted for under the asset and liability method.      
Deferred tax assets and liabilities are recognized for the future tax           
consequences attributable to differences between the financial statement        
carrying amounts of existing assets and liabilities and their respective tax    
bases and operating loss and tax credit carryforwards. Deferred tax assets and  
liabilities are measured using enacted tax rates expected to apply to taxable   
income in the years in which those temporary differences are expected to be     
recovered or settled. The effect on deferred tax assets and liabilities of a    
change in tax rates is recognized in income in the period that includes the     
enactment date.                                                                 

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INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(All information subsequent to June 30, 1998 is unaudited)

(k) Revenue Recognition                                                     

The Company generates revenue from two primary sources: online publishing 
and print publishing and licensing.                                             

The Company sells advertisements for its various internet sites (including
co-branded sites) including banner and billboard advertisements. Advertising    
sales are invoiced monthly based on the expected number of advertisement        
"impressions" or number of times that ad is viewed by users of the Company's    
internet sites. Revenue is recognized monthly based on the percentage of actual 
impressions to the total number of impressions contracted. Revenue for          
impressions invoiced but not delivered is deferred. The Company sells           
hyperlinks to various third-party internet sites that generate a fixed monthly  
fee, which is recognized in the month earned. The Company is also involved in   
revenue sharing arrangements with its online "partners" where the consumer uses 
hyperlinks to link to co-branded sites principally hosted by the Company.       
Revenue is effectively allocated to each partner based on the percentage of ad  
views at each site. The allocated revenue is shared according to the            
distribution agreements. Revenue is recorded gross and partnership payments are 
recorded in cost of operations.                                                 

  The Company sells advertisements for consumer mortgage rate tables. The rate
tables and advertising are published in various newspapers under revenue        
sharing arrangements. Revenue is recognized when the tables are run in the      
respective newspaper. Revenue is recorded gross and revenue sharing payments    
are recorded in cost of operations. In addition, the Company earns subscription 
revenue from the three newsletters. Revenue is recognized ratably over the      
period of the subscription, which is generally up to one year. The Company also 
earns print revenue through other means including licensing rate tables for     
insertion into newspapers and by providing product rates and yields to          
financial institutions for publication. Revenue is recognized ratably over the  
contract period.                                                                

  Barter transactions are recorded at the lower of estimated fair value of the
goods or services received or the estimated fair value of the advertisements    
given. To date, barter transactions have been immaterial.                       

(l) Marketing                                                               

Marketing includes advertising costs, which are charged to expense as     
incurred.                                                                       

(m) Recent Accounting Pronouncements                                        

  In June 1997, SFAS 130, "Reporting Comprehensive Income," was issued and was
adopted by the Company as of July 1, 1998. SFAS 130 establishes standards for   
reporting and display of comprehensive income and its components in a full set  
of general-purpose financial statements. This statement requires that an        
enterprise (a) classify items of other comprehensive income by their nature in  
financial statements and (b) display the accumulated balance of other           
comprehensive income separately from accumulated deficit and additional paid-in 
capital in the equity section of statements of financial position.              
Comprehensive income is defined as the change in equity during the financial    
reporting period of a business enterprise resulting from non-owner sources.     
Comprehensive income approximates the net loss for all periods presented.       

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise with Related Information." SFAS No. 131 establishes standards for 
the way public business enterprises report information about operating segments 
in annual financial statements and requires those enterprises to report         
selected information about operating segments in interim financial reports      
issued to stockholders. SFAS No. 131 is effective for financial statements for  
fiscal years beginning after December 31, 1997. The Company will determine the  
applicability of SFAS No. 131 and apply if necessary.                           

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INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(All information subsequent to June 30, 1998 is unaudited)

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative    
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and    
reporting standards for derivative instruments, including derivative            
instruments embedded in other contracts, and for hedging activities. SFAS No.   
133 is effective for all fiscal years beginning after June 15, 1999. This       
statement does not currently apply to the Company as the Company currently does 
not have any derivative instruments or hedging activities.                      

(n) Stock Splits                                                            

  In June 1997 and August 1997, the Company authorized and executed a 100-for-
1 and a 10-for-1 stock split, respectively. Additionally, on April 9, 1999, the 
Company authorized and executed a five to one stock split, effected as a stock  
dividend, of each issued and outstanding share of common stock. The information 
in the accompanying financial statements has been retroactively restated to     
reflect the effects of these stock splits and dividend.                         

(2) Capitalization                                                              

Authorized Shares                                                             

In April 1999, the Company amended and restated its certificate of        
incorporation. As a result the total number of shares which the Company is      
authorized to issue is 100,120,000 shares: 100,000,000 of these shares are      
Common Stock, each having a par value of $0.01; and 120,000 shares are          
Preferred Stock each having a par value of $0.01, of which 90,000 shares are    
Series A Convertible Preferred Stock and 30,000 shares are Series B Convertible 
Preferred Stock.                                                                

Common Stock and Convertible Preferred Stock                                  

In 1996 and 1997, the Director and then sole stockholder, Peter C. Morse  
("Morse"), contributed loans due to him to additional paid in capital in the    
aggregate amount of $260,000 and $1,536,922, respectively.                      

In June 1997, the Company and certain investors entered into a Series A   
Preferred Stock Purchase Agreement (the "Agreement"). The Series A Preferred    
Stock is voting, noncumulative and preferred as to the first $4.55 per share    
per year of funds legally available and declared by the Board of Directors, has 
a liquidation preference above common stockholders of $65.00 per share, each    
share is convertible into 50 shares of common stock at a conversion price of    
$1.30, and has other rights and preferences. Pursuant to the Agreement,         
investors acquired 30,770 shares of Series A Preferred Stock at $65 per share.  
During 1997, Morse exchanged 1,153,800 shares of common stock for 23,076 shares 
of Series A Preferred.                                                          

  In August and September 1997, 11,538 shares of Series A Preferred Stock were
issued at $65 per share, resulting in net proceeds to the Company of $740,709.  

  In October 1997, an additional 1,154 shares of Series A Preferred Stock were
issued at $65 per share, resulting in net proceeds to the Company of $75,000.   
Investors agreed to acquire 23,074 shares of Series A Preferred Stock at $65 a  
share, resulting in proceeds to the Company of $1,499,810. This purchase        
included the contribution of loans due to Morse in the amount of $200,000 and   
the contribution of $300,000 in loans due to other investors for an aggregate   
of 7,692 shares of Series A Preferred Stock.                                    

On November 24, 1998, the Series A Preferred Stock was converted from     
nonredeemable Preferred Stock to redeemable Preferred Stock. This transaction   
was treated as an extinguishment and the new instrument has been recorded at    
fair value on the conversion date. The difference between the fair value on the 
conversion date and the carrying value was charged to equity.                   

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INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(All information subsequent to June 30, 1998 is unaudited)

 In November 1998, the Company and certain investors entered into a Series B
Preferred Stock Purchase Agreement. Pursuant to the agreement, 17,575 shares of 
Series B Preferred Stock were issued at $113.80 per share, resulting in net     
proceeds to the Company of $1,982,535. The Series B Preferred Stock is voting,  
noncumulative and preferred as to the first $8.00 per share per year out of     
funds legally available and declared by the Board of Directors, has liquidation 
preferences over the Series A Preferred and common stockholders of $113.80 per  
share, each share is convertible into 50 shares of common stock at a conversion 
price of $2.28, and has other right and preferences.                            

  The redemption clause of the Series A Preferred and Series B Preferred Stock
allows the holders of 20% or more of the aggregate number of shares of Common   
Stock issuable upon the conversion of the Series A Preferred and Series B       
Preferred then outstanding to redeem their shares on or after January 2, 2003,  
provided that the maximum number of shares of Series A Preferred and Series B   
Preferred which the Company is obligated to redeem does not exceed the          
aggregate of 35,729 shares prior to January 3, 2004 and 71,458 shares prior to  
January 3, 2005, and thereafter the Company is obligated to redeem all of such  
shares outstanding as to which such right has been exercised. The redemption    
price is equal to the greatest of (as defined in the respective agreement) (x)  
the Series A Liquidation Preference or Series B Liquidation Preference,         
applicable to such shares or (y) the Fair Market Value of such shares or (z) an 
amount per share of Series A Preferred or Series B Preferred equal to ten (10)  
times the Net After Tax Earnings Per Share for the most recently completed      
fiscal year of the corporation times the number of shares of Common Stock       
issuable upon the conversion of one (1) share of Series A Preferred or Series B 
Preferred and the conversion price then in effect. The Company is recording     
accretion on the Series A Preferred and Series B Preferred Stock equal to the   
difference between the net proceeds received and the redemption amount of       
approximately $14,500,000 based on the estimated fair value at December 31,     
1998 using the interest method from the conversion date for the Series A        
Preferred and original issuance date for the Series B Preferred through the     
final redemption date of January 3, 2005. The accretion for the Series A        
Preferred and Series B Preferred for the one month through December 31, 1998 is 
not significant and was not recorded.                                           

Restricted Stock Grants                                                       

Effective August 1998, the Company entered into a Restricted Stock Grant  
Agreement (the "Stock Agreement") with an employee of the Company (the          
"Grantee") that provides for the issuance of restricted stock to the Grantee in 
accordance with the 1997 Equity Compensation Plan (as discussed in note 3 to    
the financial statements) in satisfaction of certain obligations as described   
in an employment agreement between the Company and the Grantee. The Company     
issued 207,000 shares of its common stock to the Grantee in August 1998,        
subject to the restrictions set forth in the Stock Agreement. Restrictions      
lapsed on 138,000 shares during the six-month period ended December 31, 1998    
and the remainder will lapse in 1999. Total compensation expense to be          
recognized by the Company over the vesting period amounts to $269,000 (based on 
estimated values from other transactions involving sales of the Company's       
stock) of which $209,000 was recognized during the six-month period ended       
December 31, 1998.                                                              

In March 1998, the Company entered into a Restricted Stock Grant Agreement
(the "Grant Agreement") with an Officer of the Company (the "Officer") that     
provides for the issuance of restricted stock to the Officer in accordance with 
the 1997 Equity Compensation Plan (as discussed note 3 to the financial         
statements). On March 23, 1998, the Company issued 454,170 shares of its common 
stock to the Officer for an aggregate consideration of $236,168, which amount   
was paid by an interest-bearing promissory note from the Officer. The officer   
has a put right which requires the Company to repurchase his shares at the same 
price he paid for the shares including interest. Restrictions lapse as follows: 
113,540 shares on July 1, 1998, and 9,460 shares on the first day of each month 
starting August 1, 1998 and ending July 1, 2001. In accordance with Emerging    

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INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(All information subsequent to June 30, 1998 is unaudited)
Issues Task Force 95-16, this arrangement is being accounted for as a variable  
plan which requires increases or decreases in stock based compensation expense  
based upon increases or decreases in the Company's fair market value.           
Compensation expense recognized during 1998 in accordance with FASB             
Interpretation No. 28 approximated $88,000 and $460,000 for the six-months      
ended December 31, 1998 based on estimated values from other transactions       
involving sales of the Company's stock.                                         

(3) Stock Option Plan                                                           

During 1997, the Company adopted the 1997 Equity Compensation Plan (the   
"Plan") to provide directors, officers, non-employee members of the Board of    
Directors of the Company and certain consultants and advisors with the          
opportunity to receive grants of incentive stock options, non-qualified stock   
options and restricted stock. The Board of Directors has the sole authority to  
determine who receives such grants, the type, size and timing of such grants,   
and specify the terms of any noncompetition or other agreements relating to the 
grants. The aggregate number of shares that may be issued under the Plan is     
900,000; 46,550 shares are available for grant as of December 31, 1998.         

The exercise price of any option grant shall be determined by the Board of
Directors and may be equal to, greater than, or less than the fair market value 
of the stock on the grant date. Provided, however, that the exercise price      
shall be equal to or greater than the fair market value of the stock on the     
grant date and an option may not be granted to an employee who at the time of   
the grant owns more than 10 percent of the total combined voting power of all   
classes of stock of the Company, unless the exercise price is not less than 110 
percent of the fair market value of the stock on the date of the grant.         

The per share weighted-average fair value of stock options granted during 
the year ended June 30, 1998 was approximately $.40 and for the six months      
ended December 31, 1998 was between $.40 and $1.30 on the date of grant using   
the Black-Scholes option pricing model (excluding a volatility assumption) with 
the following weighted-average assumptions: expected dividend yield of 0        
percent, risk-free interest rates of 4.76 percent to 5.67 percent, and expected 
lives of 5.5 years and 6 years.                                                 

The Company applies APB Opinion No. 25 in accounting for its Plan. Had the
Company determined compensation cost based on the fair value at the grant date  
for its stock options under SFAS No. 123, the Company's net loss would have     
increased to the pro forma amount indicated below:                              

                                                                [Download Table]

                                          Year Ended                           
                                   -------------------------                   
                                                  June 30,    Six Months Ended 
                                   June 30, 1997    1998      December 31, 1998
                                   ------------- -----------  -----------------
                                                                 (unaudited)   
                                                                               
Net loss applicable to common                                                  
 stock                                                                         
  As reported.....................   $(955,620)  $(2,782,493)    $(6,533,359)  
                                     =========   ===========     ===========   
  Pro forma.......................   $(955,620)  $(2,792,493)    $(6,548,359)  
                                     =========   ===========     ===========   
  Basic net loss per common                                                    
   share--as reported.............   $    (.20)  $      (.72)    $     (1.63)  
                                     =========   ===========     ===========   
  Basic net loss per common                                                    
   share--pro forma...............   $    (.20)  $      (.73)    $     (1.63)  
                                     =========   ===========     ===========   

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INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(All information subsequent to June 30, 1998 is unaudited)

 Stock option activity during the years ended December 31, 1997 and 1998 and
the six months ended December 31, 1998 is as follows:                           

                                                                [Download Table]

                                                      Number   Weighted average 
                                                     of Shares  exercise price  
                                                     --------- -----------------
                                                                                
Balance at June 30, 1996............................      --           --       
  Granted...........................................      --           --       
  Exercised.........................................      --           --       
  Forfeited.........................................      --           --       
  Expired...........................................      --           --       
Balance at June 30, 1997............................      --           --       
  Granted...........................................   89,530        $1.30      
  Exercised.........................................      --           --       
  Forfeited.........................................      --           --       
  Expired...........................................      --           --       
Balance at June 30, 1998............................   89,530        $1.30      
  Granted...........................................  102,750        $1.30      
  Exercised.........................................      --           --       
  Forfeited.........................................      --           --       
  Expired...........................................      --           --       
Balance at December 31, 1998 (unaudited)............  192,280        $1.30      

At June 30, 1998, the exercise price and weighted-average remaining       
contractual life of outstanding options was $1.30 and 9.5 years, respectively.  

At June 30, 1998, there were no options exercisable.                      

The above table does not include the 661,170 shares of restricted stock   
issued under the Plan per note 2 to the financial statements.                   

(4) Financial Statement Details                                                 

                                                                [Download Table]

                                             Year Ended                        
                                         --------------------  Six Months Ended
                                         June 30,   June 30,     December 31,  
                                           1997       1998           1998      
                                         ---------  ---------  ----------------
                                                                 (Unaudited)   
                                                                               
Furniture, fixtures and equipment                                              
 consists of the following:                                                    
 Furniture and fixtures................. $  80,138  $ 157,519     $  159,674   
 Computers and software, including                                             
  assets under capital leases of $0, $0,                                       
  and $379,887, respectively............   229,672    469,669        872,163   
 Equipment including assets under                                              
  capital leases of $0, $17,950, and                                           
  $17,950, respectively.................    11,882    106,735        108,417   
 Leasehold improvements.................     1,596     12,879         12,879   
                                         ---------  ---------     ----------   
                                           323,288    746,802      1,153,133   
 Less: accumulated depreciation and                                            
  amortization, including amounts                                              
  related to assets under capital leases                                       
  of $0, $496 and $31,194,                                                     
  respectively..........................  (180,798)  (241,527)      (339,474)  
                                         ---------  ---------     ----------   
                                         $ 142,490  $ 505,275     $  813,659   
                                         =========  =========     ==========   


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INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(All information subsequent to June 30, 1998 is unaudited)

                                                                [Download Table]

                                                Year Ended                     
                                             ----------------- Six Months Ended
                                             June 30, June 30,   December 31,  
                                               1997     1998         1998      
                                             -------- -------- ----------------
                                                                 (Unaudited)   
                                                                               
Accrued expenses consist of the following:                                     
 Accrued vacation...........................   15,070   72,523      129,050    
 Partner payments...........................    9,560   75,987       71,068    
 Commissions payable........................  130,404  143,123      135,909    
 Accrued payroll and related costs..........   67,693   43,074       87,465    
 Other......................................   64,999   71,951      164,720    
                                             -------- --------     --------    
                                             $287,726 $406,658     $588,212    
                                             ======== ========     ========    

(5) Related Party Transactions                                                  

As a Director and majority stockholder, Morse is a related party. The     
Company leases offices in South Florida from Bombay Holdings, Inc. ("Bombay")   
which is wholly owned by Morse. Total rent paid to Bombay for the years ended   
June 30, 1997 and 1998 and the six months ended December 31, 1998 was $85,591,  
$164,552, and $99,192, respectively (see Note 8).                               

 During the six-month period ended December 31, 1998, Bombay entered into an
additional lease with the Company totaling $101,000 to be paid over a 19 month  
period.                                                                         

 Morse has from time to time advanced capital to the Company. Such loans for
the years ended June 30, 1997 and 1998 and the six months ended December 31,    
1998 amounted to $687,000, $200,000 and $0, respectively. Interest rates for    
the loans were 6.5-7%. During 1996 and 1997, certain stockholder loans were     
contributed to capital (see Note 2). In 1998, Morse and another stockholder     
converted stockholder loans to 7,692 shares of Convertible Preferred Stock. In  
addition, during 1997, Morse exchanged 1,153,800 shares of Common Stock for     
23,076 shares of Convertible Series A Preferred Stock (see Note 2).             

  Morse Partners, Ltd., a partnership controlled by Morse advanced the Company
$138,750 for the year ended June 30, 1997. The amount has subsequently been     
repaid.                                                                         

(6) Sale of Publication                                                         

In December 1998, the Company sold substantially all of the assets,       
including the intellectual property of one of its newsletters, Bank Advertising 
News. The newsletter was sold for $125,000 in cash and assumed liabilities      
approximating $80,000. The gain on the sale was $185,588, net of $16,524 of     
selling expenses, and has been recorded in other income.                        

Revenue for Bank Advertising News for the year ended June 30, 1998 and the
six months ended December 31, 1998 was $178,270 and $82,953, respectively. Cost 
of operations for Bank Advertising News for the year ended June 30, 1998 and    
the six months ended December 31, 1998 was $57,445 and $53,138, respectively.   
Net assets (liabilities) of Bank Advertising News at June 30, 1998 and date of  
sale were approximately $(120,000) and $(80,000), respectively.                 

(7) Income Taxes                                                                

The Company did not record any income tax expense during the years ended  
June 30, 1996 and 1997 because it was operating as an S Corporation. Further    
there was no pro forma provision for income taxes for these years because the   
Company reported operating losses.                                              

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INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(All information subsequent to June 30, 1998 is unaudited)

 An increase in the valuation allowance offset the deferred tax asset caused
by net operating losses which are not currently usable. This increase is the    
principal differences between the expected amounts of tax benefits computed by  
applying the statutory federal income tax rate to the Company's loss before     
income taxes for the year ended June 30, 1998 and the six months ended December 
31, 1998. The Company booked no tax benefit for these periods.                  

The tax effects of temporary differences that give rise to significant    
portions of the deferred tax assets and deferred tax liabilities at June 30,    
1997 and 1998 and December 31, 1998 are presented below:                        

                                                                [Download Table]

                                           Year ended          Six Months Ended
                                   ---------------------------   December 31,  
                                   June 30, 1997 June 30, 1998       1998      
                                   ------------- ------------- ----------------
                                                                 (Unaudited)   
                                                                               
Deferred tax assets:                                                           
  Net operating loss                                                           
   carryforward...................   $   9,811    $ 1,196,975    $ 1,983,228   
  Intangible assets...............     127,667        143,438        143,438   
  Allowance for doubtful                                                       
   accounts.......................         --           9,011          9,350   
                                     ---------    -----------    -----------   
    Total gross deferred tax                                                   
     assets.......................     137,478      1,349,424      2,136,016   
Less valuation allowance..........    (137,478)    (1,349,424)    (2,136,016)  
                                     ---------    -----------    -----------   
Net deferred tax assets...........   $     --     $        --    $       --    
                                     =========    ===========    ===========   

The valuation allowance for deferred income tax assets as of June 30, 1997
and 1998 and at December 31, 1998 was $137,478, $1,349,424 and $2,136,016,      
respectively. The net change in the total valuation allowance for the years     
ended June 30, 1997, 1998 and the six months ended December 31, 1998 was an     
increase of $137,478, $1,211,946 and $786,592, respectively. In assessing the   
realizability of deferred tax assets, management considers whether it is more   
likely than not that some portion or all of the deferred income tax assets will 
not be realized. The ultimate realization of deferred income tax assets is      
dependent upon the generation of future taxable income during the periods in    
which those temporary differences become deductible. Management considers the   
scheduled reversal of deferred income tax liabilities, projected future taxable 
income, and tax planning strategies in making this assessment.                  

At December 31, 1998, the Company had net operating loss carryforwards of 
approximately $5,300,000, which expire beginning in 2012 through 2018. The      
amount of net operating loss carryforwards may be limited if the Company has an 
ownership change. In the event of an ownership change, the amount of taxable    
income of a loss corporation for any postchange year which may be offset by     
prechange losses shall not exceed the Internal Revenue Code Section 382         
limitation for such year. Generally, an ownership change occurs if a 5%         
shareholder or any equity structure shift increases the percentage of the stock 
of the loss corporation owned by more than 50 percentage points over the lowest 
percentage of stock of the loss corporation owned by such shareholders at any   
time during a three-year look back testing period. The Section 382 limitation   
is equal to the value of the old loss corporation (before the ownership change) 
multiplied by the Federal long-term tax-exempt rate.                            

(8)Commitments and Contingencies                                                

Leases                                                                        

  Bombay is wholly owned by Morse. The Company leases office space from Bombay
under the terms of a lease agreement dated May 1, 1994 and amendments dated     
September 1, 1997 and January 1, 1998. The lease includes renewal options for a 
period of three years and requires the Company to pay a percentage of the       
common maintenance charges. The lease payments are subject to an annual         
increase based upon the consumer price index of the Fort Lauderdale/Miami       
region. Offices in New York and California are month-to-month leases.           

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INTELLIGENT LIFE CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(All information subsequent to June 30, 1998 is unaudited)

  Total rent expense amounted to $85,591 and $164,552 for the years ended June
30, 1997 and 1998 and $109,872 for the six months ended December 31, 1998.      

Future minimum lease payments under noncancelable operating leases and    
future minimum capital lease payments as of June 30, 1998 were:                 

                                                                [Download Table]

                                                     Operating                
                Year ending June 30                    leases   Capital leases
                -------------------                  ---------- --------------
                                                                              
  1999..............................................  $123,700       10,728   
  2000..............................................   123,700        9,358   
  2001..............................................    20,617        6,820   
  2002..............................................        --           --   
  2003..............................................        --           --   
  Thereafter........................................        --           --   
                                                      --------     --------   
Total minimum lease payments........................  $268,017       26,906   
                                                      ========                
Less amount representing interest at rates ranging                            
 from 11.5% to 16%..................................                 (4,658)  
  Present value of net minimum capital lease                                  
   payments.........................................                 22,248   
Less current installments of obligations under                                
 current leases.....................................                 (8,011)  
                                                                   --------   
Obligations under capital leases, excluding current                           
 installments.......................................               $ 14,237   
                                                                   ========   

Distribution arrangements                                                     

The Company has various agreements with advertisers, content providers and
other websites that require it to feature such parties exclusively in certain   
sections of its internet sites.                                                 

Legal Proceedings                                                             

The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate         
disposition of these matters will not have a material adverse effect on the     
Company's financial position, results of operations, or liquidity.              

(9)Other Subsequent Events (Unaudited)                                          

Purchase of CPNet.com                                                         

In January 1999, the Company purchased all of the assets of CPNet.com,    
excluding cash and real or personal property leases for $25,000 in cash. In     
addition, the sellers were employed by the Company and granted 30,000 options   
under the 1997 Equity Compensation Plan with an exercise price of $1.30. Based  
on the estimated values from other stock transactions involving sales of the    
Company's stock, the Company will incur a total stock compensation charge of    
$45,000. CPNet.com's historical statements of operations are insignificant to   
the Company.                                                                    

1997 Equity Compensation Plan                                                 

 In January 1999, the Company amended the 1997 Equity Compensation Plan (the
"Plan") to increase the number of shares of common stock of the Company         
authorized for issuance under the Plan to 1,500,000 shares.                     

1999 Equity Compensation Plan                                                 

In March 1999, the Company's stockholders approved the 1999 Equity        
Compensation Plan (the "1999 Plan"), to provide designated employees of the     
Company and its subsidiaries, certain consultants and non-employee members of   
the Board of Directors of the Company with the opportunity to receive grants of 
incentive stock options, nonqualified stock options and restricted stock. The   
1999 Plan is authorized to grant options for up to 1,500,000 shares. In March   
1999, the Company granted 358,500 shares to the Officer.                        

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INTELLIGENT LIFE CORPORATION  

NOTES TO FINANCIAL STATEMENTS--(Continued)  
(All information subsequent to June 30, 1998 is unaudited)  

Stock Options                                                                 

On March 2, 1999 and March 12, 1999 the Company granted 201,720 and 5,000 
options, respectively, under the 1997 Equity Compensation Plan to purchase      
common stock at $2.97 per share. These options vest over a 48 month period,     
and accordingly the Company will recognize total compensation expense relating  
to these options of approximately $1,620,000 ratably over the vesting period.   
Effective with the proposed IPO, the Company granted 472,500 options and the    
Board has authorized the grant of another 25,000 options under the 1997 Equity  
Compensation Plan to purchase common stock at the IPO price which vest one-     
fourth after one year and the remaining equally over 36 months. The Company     
will incur a charge in accordance with SFAS No. 123 relating to 400,000 of      
these options since they will be issued to an outside consultant. The charge    
could be material.                                                              

Redeemable Common Stock                                                       

 On March 10, 1999 the note receivable for the restricted stock grant to the
Officer (see Note 2) was forgiven, the unvested shares (264,932) were           
effectively forfeited, the Officer's put right was cancelled, and certain       
other changes were made. Accordingly, "fixed" option accounting treatment was   
established on this date. The total charge for stock based compensation         
expense relating to this restricted stock grant for the period January 1, 1999  
through March 9, 1999 was approximately $1,782,000. On March 9, 1999, the       
Officer was also granted 358,500 options under the 1999 Equity Compensation     
Plan to purchase 358,500 shares of common stock at $2.97 per share which vest   
over a 36 month period, and accordingly the Company will recognize total        
compensation expense relating to these options of approximately $2,807,000,     
ratably over the vesting period.                                                

Convertible Promissory Note                                                   

On March 9, 1999, one of the Series B Preferred Stockholders loaned the   
Company $1 million due April 9, 1999. The loan bears interest at 8% and, if     
unpaid on April 9, 1999, converts into fully paid Series B Preferred Stock at   
a conversion price of $2.97 per share. On April 9, 1999, the principal amount   
of the loan plus interest was converted into 6,784 shares of Series B           
Preferred Stock, and accordingly the Company recognized a finance charge of     
approximately $2,656,000 during the quarter ended March 31, 1999.               

Amended Articles of Incorporation                                             

Immediately prior to or upon the effective date of the IPO, the Company's 
Articles will be Amended and restated to among other matters, designate 10      
million shares of Preferred Stock that the board will have the authority to     
designate rights and privileges.                                                

Change in Year-end                                                            

On April 12, 1999, the Company's Board of Directors approved changing the 
Company's fiscal year-end to December 31.                                       

(10) Pro forma (unaudited)                                                      

 The unaudited pro forma December 31, 1998 balance sheet gives effect to the
following:                                                                      

.  Conversion of all convertible Preferred Stock outstanding at December  
31, 1998 to common stock;                                                       

.  Issuance of a $1 million note on March 9, 1999, subsequent conversion to 
6,784 shares of Series B Preferred Stock and conversion of Series B   
Preferred Stock to common stock and the associated finance charge of  
approximately $2,656,000; and                                         

.  Reclassification of 189,238 shares of redeemable common stock to common  
  stock upon cancellation of the put right associated with such shares and
upon forgiveness of a promissory note issued in consideration for     
454,170 shares (264,932 shares of stock were reacquired) and the      
associated compensation charge of approximately $1,782,000.           

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

You may rely only on the information contained in this prospectus. We have
not authorized anyone to provide information different from that contained in   
this prospectus. Neither the delivery of this prospectus nor the sale of        
common stock means that information contained in this prospectus is correct     
after the date of this prospectus. This prospectus is not an offer to sell or   
a solicitation of an offer to buy common stock in any circumstances under       
which the offer or solicitation is unlawful.                                    

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

Table of Contents 

                                                                [Download Table]

                                                                          Page
                                                                          ----
                                                                              
Prospectus Summary.......................................................   3 
Risk Factors.............................................................   8 
Forward-Looking Statements...............................................  14 
Use of Proceeds..........................................................  14 
Dividend Policy..........................................................  14 
Capitalization...........................................................  15 
Dilution.................................................................  16 
Selected Financial Data..................................................  17 
Management's Discussion and Analysis of Financial Condition and Results       
 of Operations...........................................................  18 
Business.................................................................  26 
Management...............................................................  41 
Certain Transactions.....................................................  46 
Principal Shareholders...................................................  47 
Description of Capital Stock.............................................  48 
Shares Eligible for Future Sale..........................................  51 
Underwriting.............................................................  53 
Legal Matters............................................................  55 
Experts..................................................................  55 
Additional Information...................................................  55 
Index to Financial Statements............................................ F-1 

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

 Until June 7, 1999 (25 days after the date of this prospectus), all dealers
that buy, sell or trade these shares of common stock, whether or not            
participating in this offering, may be required to deliver a prospectus. This   
is in addition to the dealers' obligation to deliver a prospectus when acting   
as underwriters and with respect to their unsold allotments or subscriptions.   

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

3,500,000 Shares  

[Company Logo]  

Common Stock  

--------------- 
PROSPECTUS  
--------------- 

ING Baring Furman Selz LLC  

Warburg Dillon Read LLC 

Online distribution by  
E*TRADE Securities  

May 13, 1999      

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

Dates Referenced Herein   and   Documents Incorporated by Reference

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		3/9/00		13		51
		11/25/99		13		51
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Filed on:		5/17/99
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		9/30/98		3		26
		8/1/98		67
		7/23/98		58
		7/1/98		24		67
		6/30/98		8		73
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		12/31/97		17		69
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		7/30/97		43
		6/30/97		8		72
		6/19/97		63
		6/30/96		8		70
		7/1/95		61
		6/30/95		17
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