D13.1.1. Company information.


Legal and Organizational Overview


Affinity was found in 1999 with approximately $60 million in venture capital
funding from the investors (and others) listed in Item D.9.  Affinity’s original
name was eBiz.net. eBiz.net Inc. changed its name to Affinity Internet, Inc.
in May 2000.


Affinity was formed for the purpose of establishing a dominant web-
hosting platform for small-and medium-size businesses.  Soon after organization
and initial capitalization, Affinity acquired the three operating companies that
form the core of its present revenue stream:  Affinity Web Hosting, Inc.;
ProWebSite; and Dynatek Info World, Inc. (d/b/a Sitehosting.net).   Through its
operating companies, Affinity has been operating since 1996. 


Affinity and its related companies employ approximately 150 persons. 


Key Infrastructure and Supply Partners


Affinity has developed supply-based partnerships with selected
infrastructure vendors and service-providers believing that long-term
relationships provide the most efficient supply to Affinity and allow us to provide
better service to our customers. The following firms are infrastructure
members of Affinity: 


·        Cisco Systems is the worldwide leader in networking for the Internet.
Affinity uses Cisco equipment in its network.


·        Cobalt Networks allows Affinity to offer powerful, yet simple, dedicated
Web and application hosting solutions. Affinity is a Cobalt
TrueBlue partner.


·        eGain Communications Corp. is a leading provider of integrated, multi-
channel customer  communications solutions. The eGain solution allows
Affinity to deliver world class customer care.


·        EMC Corporation is the world's leading provider of enterprise storage
systems, software and services. EMC Enterprise Storage
(intelligent disk arrays, software products and services) is the
information storage and management solution that Affinity employs to
offer world class Web and application hosting.


·        Intel, the world's largest chip maker, is also a leading manufacturer of
computer, networking and communications products. Affinity is a
participant in the Intel ISP program.


·        Affinity uses advanced Lucent technology to manage our Customer
Care Call Center.


·        Oracle Corporation is a leading provider of eCommerce and Web-
based business practices, with database, development tools and
business applications that help Affinity deliver state-of-the-art hosted
business solutions.


·        Portal is the leading provider of customer management and billing
software for Internet and emerging, next-generation communications
services. Affinity uses Portal as our billing management solution.


·        Sprint is a global communications company and one of the world's
largest carriers of Internet traffic.


·        Affinity is a member of the Sun Developer Connection program.


In addition to its infrastructure partners, Affinity has the following product
and service relationships:


·        Allaire is the industry's leading Web platform vendor. The company's
products, including ColdFusion and HomeSite, are used by
developers to build and deploy interactive Web applications and sites.
Affinity is an Allaire Alliance Premium Partner.


·        Affinity supports CyberCash, the world's leading provider of secure
electronic payment solutions.


·        Mercantec® is the world's premiere provider of software and services
for the fastest growing segment of the eCommerce market - small
and medium sized businesses.  Through strategic partnerships,
Mercantec delivers eCommerce solutions that are simple to use
yet very powerful.


·        Affinity is a Microsoft Certified Solution Provider.


·        Affinity uses RealNetworks technology to deliver media on the Internet.


·        Award-winning TrellixWeb software is now used by thousands of small
businesses, organizations and individuals all over the world to
create and publish great looking Web Sites.


·        NetMechanic's Web site enhancement and promotion tools are
designed to keep Web sites in top shape - and the help businesses
ensure that their visitors experiences on their sites are good ones.


Industry Associations


Affinity is a Certified Charter Member of the Web Host Guild (WHG). The
WHG is dedicated to raising the standards of the Web hosting industry. The
WHG has established a set of objective, verifiable criteria for certifying Web
host companies. To become a WHG member, a host company must pass a
strenuous certification evaluation. 


(1)   References


Ms. Julie Robertson

Silicon Valley Bank

38 Technology Drive, #150

Irvine, CA  92618

Telephone:  949-789-1928


Sun MicroSystems

File 53640

Los Angeles, CA  90074

Telephone:  800-990-0269

Facsimile:  319-841-6284


EMC Corp.

Dept. CH10648

Palatine, IL  60055

Telephone:  508-435-1000

Facsimile:  508-435-8334


Business Account Solutions

333 South Grand Avenue

Los Angeles, CA  90071

Telephone:  213-613-5020

            Facsimile:  213-613-5040



D13.1.2. Current Business Operations.


            Affinity offers small and medium-sized businesses a full suite of web-
hosting and web-related infrastructure services, including e-commerce solutions. 
Affinity has more than 35,000 customer accounts. 


D13.1.3. Company History.


Affinity, the parent company and managing entity for the Affinity group of
companies, was formed in 1999, and is a Delaware corporation. Affinity
seeks to become the preferred web hosting provider for small- and medium-
sized businesses. 


Affinity’s strategy consists of the following key elements:


·        Acquire hosting providers to quickly establish major presence – build service
offerings, deliver benefits of scale, and create major financial leverage.

·        Build operations to deliver world-class service – integrate “best-in-class”
operations and create unique business model to continuously reduce costs
and improve service delivery.

·        Develop new services to address customer needs – acquire, develop, or
resell services that meet the needs of customers as they continue migrating
to more complex, higher value-added services.

·        Build brand recognition and sales channels to drive significant organic growth
– generate strong demand by creating unique brand, effective sales
channels and strategic partnerships.


Affinity began its mission after raising $60 million in October 1999.  Soon
after its organization, it acquired three companies, SkyNetWEB Ltd.,
ProWebSite Hosting Corporation and Dynatek Info World, Inc. (dba
SiteHosting.net) to enhance its capacity to offer a full range of eBusiness hosting


·        SkyNetWEB is a leading provider of completely customizable
dedicated servers.  It offers a full range of UNIX and Windows NT ®-
based dedicated server options including fully customizable
eCommerce solutions.


·        ProWebSite brings an outstanding international focus and network of
resellers to Affinity.


·        SiteHosting.net utilizes a dedicated team of experienced and certified
professional staff members who are experts in the Microsoft
Windows NT platform.


D13.1.4. Internet Related Experience.


Affinity’s services are delivered on a flexible, low margin infrastructure that allows
Afinity to provide small- and medium-sized businesses cost-efficient and
easy use of the internet for marketing, sales, payments/billing, customer
service, relationship data mining, and production/delivery optimization. 
Affinity also has an active resale program, whereby small- and medium-sized
web-hosting and web design-related businesses can “private label” their
services to their customers using Affinities infrastructure. 


            Affinity offers the following services:


·        Web Hosting – Affinity offers several hosting packages providing various
levels of memory, data transfer capacity, email accounts and site
registration features.  Affinity offers both “dedicated servers” to its
customers (where Affinity provides the hardware, software and
server, but where the customer manages the applications on the server),
and “virtual hosting,” where all server and system management
responsibilities are provided by Affinity.  Affinity provides 24-hour
customer service to its clients, and through alliances with various partners. 


In May 2000, Affinity acquired SkyNetWEB, Ltd. SkyNetWEB provides
dedicated servers to hundreds of business customers all over the
world. SkyNetWEB specializes in customized solutions to customer
requirements and server operations.


·        E-Commerce – Clients of Affinity can choose between a variety of e-
Commerce functionality packages, each priced on a monthly basis. 
Payment processing can be off-line, or realtime/on-line.  Product page
capacity can be customized to accommodate very small to very large


·        Affinity’s systems are supported by technology from Sun, Cisco, EMC,
Oracle and Intel. The company has developed a proprietary next
generation hosting architecture that utilizes the newest switching and
storage technology, database software and server hardware.


·        Web Design -- Affinity supports a variety of development tools for its
customers.  Trelix Web software is provided free to customers that
purchase hosting services from Affinity. Affinity is also a Registered Web
Presence provider for Microsoft® FrontPage® 2000. Affinity also
provides a variety of third-party and proprietary Web site
development resources within its enhanced Web site Control Center,
my.affinity.com. These services include automatic html and cgi script
generators, plus cgi and Java applet libraries. Affinity is an Allaire Alliance
Premier Hosting Partner, permitting its clients to run ColdFusion





D13.1.5. Affinity’s Corporate Mission.


Affinity is dedicated to guiding small and medium sized businesses
seeking to build a successful eBusiness.  Affinity pursues its objective by offering
a wide range of turn-key Internet solutions, including Web hosting,
eCommerce, dedicated servers, and advanced hosting services, to business
customers in more than 100 countries. Its professional staff is committed to
setting new standards in proactive customer support, and providing ongoing
training and education to our customers and sales channel partners.


Affinity guides business transformation by helping customers make
strategic decisions about how to best leverage the Internet. We use a customer-
centric approach to identify the services that meet the current needs of the
individual business. As customers' needs evolve, we move them through
various stages, from Domain Name registration, to a basic Web site, to one
that is eCommerce enabled, to advanced Web and business application


The operation of the registry for the “.biz” and related domains would be a
natural and logical outgrowth of Affinity’s mission to foster efficient internet
usage to small- and medium-size businesses. We believe that many of our
existing customers will be very attracted to the proposed new TLD and our
existing presence as a major provider of hosting solutions will assist in
creating confidence in the new .biz TLD.


            D13.1.6. Senior Management Biographies. 


John McIntyre, co-founder, chairman and chief executive officer. Mr.
McIntyre brings more than 8 years of management experience in the Internet and
telecommunications industries to Affinity. John is an experienced marketing
strategist, overseeing corporate development, sales and marketing,
operations and venture fund raising for the company.  Prior to co-founding
Affinity, John was a critical part of the original management team for Interliant,
Inc. During his tenure, the company grew from a start-up to one generating
more than $25 million in revenue in 12 months. While there, he led the
design and launch of more than 25 hosting services, created and implemented
the company's marketing strategy, and negotiated and managed several
strategic partnerships.  John earned his MBA from Harvard Business
School and received a BS in industrial engineering from Kansas State University.


John Zdanowski, co-founder and chief operating officer. Mr. Zdanowski
has extensive technological experience and oversees all operational
aspects of the company, including network operations, customer operations and
integration, support systems and Web site development.  Before co-
founding Affinity, John was director of mergers and acquisitions and a senior
integration operating manager for Interliant, Inc. There, he managed all
aspects of the acquisition process from target identification to acquisition
integration.  John earned his MBA from Harvard Business School and holds a BS
in electrical engineering from Clarkson University and an MS in electrical
and computer engineering from Syracuse University.


Von Cameron, vice president, corporate development.  Von Cameron has
more than 10 years of management experience developing and delivering
technology-based solutions. Von oversees Affinity's corporate development,
including global business development, business development for products
and marketing, sales and distribution, mergers and acquisitions, and
business planning.  Prior to joining Affinity, Von was vice president of business
development for Oracle Business Online. There, he successfully negotiated
key worldwide revenue-generating partnerships with data center, network,
software and service providers. Von has held senior positions with leading
consulting firms, including Cambridge Research Associates and Booz Allen
& Hamilton.  Von earned his MBA from Golden Gate University and
received a BS in math from the United States Air Force Academy.


Robert Murray, vice president, general counsel.  Robert Murray is an
experienced lawyer who brings a broad understanding of the law and Internet
services to Affinity. He oversees all aspects of the company's legal needs. 
Prior to joining Affinity, Robert was vice president, general counsel and
secretary for Newstar Media Inc. (formerly Dove Entertainment), a diversified
entertainment company. There, he was responsible for all of the company's
legal activities, including negotiating and drafting contracts; acquisitions;
regulatory compliance; coordinating all litigation; supervising all outside
counsel; and supervising the business affairs department for all publishing,
television and film production and distribution matters.  Robert is admitted to the
California Bar. He earned his JD from Stanford Law School, where he was a
member of the Law Review. He also holds a Ph.D. in
inorganic/organometallic chemistry from MIT and a BS in political science and
chemistry, summa cum laude, from the University of Washington.


            D13.1.7. Staff/employees.


            Affinity employs approximately 150 people at 5 major business sites in the
United States.  Affinity maintains employment and hiring policies designed
to foster awareness and compliance with EEOC and  applicable local equal
opportunity laws.  Affinity outsources many of its human resource
administration functions to Trinet, a leader in employee administration services. 


            Affinity has training facilities and requires all new employees to undergoe
extensive training during an initiation process.  Further, Affinity requires
employee training for any significant new system initiative or product.


            D13.1.8. Insurance.


Affinity maintains Commercial General Liability coverage and Intellectual
Property & Casualty Insurance with Federal Insurance Co., and Chubb
Custom Insurance Company, respectively.


Affinity’s Commercial General Liability covers up to $1,000,000 for each
property or casualty occurrence, including fire, and an aggregate of
$2,000,000 (including legal defence costs) or each occurrence.  Affinity’s
Intellectual Property & Casualty Insurance covers risks not covered by the
general liability insurance that are specific to internet, multi-media and similar
businesses.  This policy covers $2,000,000 for each occurrence, with an
aggregate limit for each occurrence of $2,000,000. 


Affinity’s Board of Directors intends to review the insurance coverage of
Affinity periodically and increase its coverage in a prudent and professional
way as the business of Affinity expands.