Scott A. Blum is the founder of the company and has been our Chairman and Chief Executive Officer since November 2001. Mr. Blum previously served as our Chief Executive Officer and Chairman from June 1997 to October 1999. Since November 1999, Mr. Blum has served as the Managing Partner of ThinkTank Holdings LLC, a private equity investment fund. Prior to founding Buy.com, Mr. Blum founded other technology companies including Pinnacle Micro, Inc., a provider of removable optical storage systems, and MicroBanks, a manufacturer of technology enhancement products for IBM PS/2 and Macintosh personal computers.

Neel Grover has been our President since September 2003, our Chief Operating Officer since October 2004 and a director since November 2001. In addition, Mr. Grover has been the Chief Executive Officer of Yub, Inc. since September 2004. From March 2003 to September 2003, Mr. Grover served as President of BuyNetwork Inc., the former parent company of Buy.com. Prior to that, Mr. Grover served as the President of ThinkTank Holdings from January 2002 to March 2003, and as its General Counsel and Vice President of Business Development from January 2000 to January 2002. From 1995 to 1999, Mr. Grover worked as an attorney in the Business & Technology Departments of the law firms of Brobeck, Phleger & Harrison LLP and Jones, Day, Reavis & Pogue. Mr. Grover received his J.D., cum laude, from the University of San Diego School of Law and his B.A. in Economics from the University of California at Irvine.

Robert R. Price has been our Chief Financial Officer since February 2001. Mr. Price also served as a director from November 2001 to January 2005 and as our President from August 2001 to September 2003. From August 2000 until February 2001, Mr. Price provided consulting services to Crosspoint Venture Partners, including serving as the Chief Financial Officer of a newly formed company funded by Crosspoint. From September 1995 to July 2000, Mr. Price held various management positions at PairGain Technologies, Inc., a publicly held telecommunications equipment manufacturer. He was Senior Vice President, Chief Financial Officer and Secretary of PairGain from January 2000 to July 2000, its Vice President and Corporate Controller from January 1998 through December 1999, and its Corporate Controller from September 1995 through December 1997. From 1992 until 1995, Mr. Price was the Corporate Controller for Triconex Corporation, a manufacturer of fault-tolerant control systems. Prior to 1992, Mr. Price held financial management positions at both public and privately held companies. Mr. Price also spent 10 years in public accounting both as an auditor and a tax advisor. Mr. Price received his B.S. in Business Administration, with an emphasis on accounting, from California Polytechnic University, Pomona.

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Roger Andelin has been our Chief Information Officer since June 2003. From December 2002 until June 2003, Mr. Andelin served as our Vice President of Business Development. From June 2002 to December 2002, Mr. Andelin was Director of Strategic Accounts for eBuilt, and from December 2000 until June 2002, Mr. Andelin was an independent business and technology consultant. From October 1999 to December 2000, Mr. Andelin was the President and Chief Technology Officer of Aqueduct, Inc. (currently ChannelWave), an e-commerce service provider which was spun out of Buy.com in October 1999. From October 1998 until October 1999, Mr. Andelin was Director of Business Development for Buy.com. Mr. Andelin’s prior experience includes management, sales and marketing experience with Sun Microsystems, Inc. and Sony Electronics Inc. Additionally, Mr. Andelin was co-founder and President of Extreme Software, a multimedia software company. Mr. Andelin received an M.B.A. from Pepperdine University and a B.S. in Information and Computer Science from the University of California at Irvine.

Robb Brock , a co-founder of Buy.com, has been our Chief Technology Officer since October 2003. From August 2001 to April 2003, Mr. Brock served as the Chief Technology Officer of Interactive Media where he designed hardware for the digital signage and way finding industries. Prior to that, from April 2000 to August 2001, Mr. Brock was involved in several start-up ventures, providing advisory and consulting services. From July 1997 to April 2000, Mr. Brock was Vice President, Technology at Buy.com. From June 1994 to December 1996, Mr. Brock was a consultant to First American Title and was instrumental in its intranet, extranet and Internet development projects. Mr. Brock has also served as Vice President of Software Development at Datafaction, Inc., a software development company, and worked as an independent consultant/contractor specializing in PICK software solutions for the manufacturing, distribution, direct marketing, photographic processing and accounting industries. Mr. Brock received a B.S., summa cum laude, in Computer Science from National University.

Greg Giraudi has been our General Counsel and Vice President, Legal Affairs since October 2003. From September 1999 to October 2003, Mr. Giraudi was an attorney in the Business & Technology Departments of the law firms of Dorsey & Whitney LLP and Brobeck, Phleger & Harrison LLP. Prior to that, Mr. Giraudi spent more than six years in various engineering and management roles at Fluor Corporation, a publicly held engineering and construction firm. Mr. Giraudi received his J.D., magna cum laude , from the University of San Diego School of Law and his B.S. in Chemical Engineering from the University of California at San Diego.

Donald M. Kendall has been a director since June 2004, and previously served as a director from August 1998 to November 2001. He also served as one of our advisory board members from October 2002 to June 2004. Since 1991, Mr. Kendall has been a Consultant and Ambassador at Large for PepsiCo, Inc., and from 1986 to 1991, he served as the Chairman of the Executive Committee for PepsiCo. From 1965 to 1986, Mr. Kendall was PepsiCo’s Chairman of the Board and Chief Executive Officer. Mr. Kendall currently serves as a member of the board of directors of The Orvis Company, Inc. Mr. Kendall attended Western Kentucky University before becoming a Navy pilot in World War II, and he holds several honorary doctorate degrees from universities such as Babson College, Gonzaga University, Mercy College and the State University of New York (SUNY).

Michael A. Piraino has been a director since October 2005. Mr. Piraino currently serves as Executive Vice President and Chief Financial Officer of Epicor Software Corporation, a publicly-traded international provider of enterprise software solutions, which he joined in May 2003. Prior to joining Epicor, Mr. Piraino founded CEO Resources L.L.C., an executive resource management company providing high-growth companies with interim CEO services and corporate finance and M&A advisory services, in January 2002. From March 2001 to January 2002, he was the President and Chief Operating Officer at Enfrastructure (now known as TechSpace Inc.), a full-service business and technology infrastructure provider for high-growth companies. From December 1998 to March 2001, Mr. Piraino served in a number of management capacities, most recently as President, Chief Executive Officer and a director, at Emergent Information Technologies, Inc. (now known as SM&A), a publicly-traded management

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consulting firm that provides competition management services and performance assurance services. Mr. Piraino has also served in various management capacities, most recently as Executive Vice President and head of Corporate Development, at Data Processing Resources Corporation, a leading provider of information technology staffing services, from January 1996 to December 1998. Mr. Piraino began his career with Touche Ross & Co. (the predecessor to Deloitte & Touche LLP) in 1975. Mr. Piraino holds a B.S. in Accounting from Loyola University of Los Angeles and is a certified public accountant.

Charles W. Richion has been a director since June 2004, and previously served as a director from August 1998 to November 2001. Mr. Richion has been retired for the past five years. From June 1997 to July 1998, Mr. Richion was the Vice President of Corporate Development for Identix Inc. From 1965 to 1996, Mr. Richion served as the Vice President of U.S. Sales and Vice President of Global Partners at Hewlett-Packard Company. Mr. Richion received his B.S. in Electrical Engineering from the University of Pennsylvania.

James C. Watson has been a director since October 2005. Mr. Watson currently serves as the Chairman and Chief Executive Officer of TechSpace Inc. (formerly known as Enfrastructure). He has served as the Chairman of TechSpace since co-founding the company in December 1999, has served as its CEO since September 2004, and previously served as its CEO from December 1999 to June 2003. Prior to joining TechSpace, Mr. Watson was a Principal of Koll Development Company, a national commercial real estate firm, and served as President from 1995 to 1999. He also served as President of Koll International Commercial from 1992 to 1995. Prior to that, Mr. Watson served as President of SDC Investments, a commercial real estate developer and successor to the Santa Anita Development Company, which merged its operations in 1992 with Koll Development Company. Mr. Watson also served for four years as the State Racing Commissioner on the California Horse Racing Board, after being appointed to such position in 1992 by the Governor of California. Mr. Watson holds a B.S. in Public Administration from the University of Southern California.

Supplemental Information Regarding Our Chairman and CEO

On October 3, 1997, the SEC entered a cease and desist order against Pinnacle Micro, Inc., Scott Blum and another employee of Pinnacle Micro. At that time, Mr. Blum served as Pinnacle Micro’s executive vice president of sales and marketing and as one of its directors. The SEC action alleged improper accounting practices involving improper revenue recognition and failure to disclose changes in accounting practices, which resulted in Pinnacle Micro overstating its financial results for certain periods. Mr. Blum neither admitted nor denied the SEC’s facts and findings but did consent to the entry of the cease and desist order against him. No fines were assessed against Pinnacle Micro, Mr. Blum or the other employee.

Mr. Blum currently resides in Wyoming. Our principal facility is located in California and we do not own or lease facilities in Wyoming. In addition, Mr. Blum spends a significant portion of time managing ThinkTank Holdings LLC, a private equity investment fund, as well as other related entities and ventures.

Board Composition; Classified Board of Directors

The size of our board of directors is currently set at six. All directors hold office until their successors have been elected and qualified or until their earlier death, resignation, disqualification or removal. Our board of directors has determined that each of Messrs. Kendall, Piraino and Richion is an independent director, as such term is defined by the listing standards of the Nasdaq National Market. During the year following this offering, we expect to appoint one or more independent directors and reconstitute our audit committee, compensation committee, and nomination and governance committee such that a majority of our board and all members of each of the foregoing committees will satisfy the independence standards established by the SEC and the Nasdaq National Market.

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Effective upon the closing of this offering, we will divide the terms of office of the directors into three classes:

Upon the closing of this offering, Class I shall consist of Messrs. Grover and Richion, Class II shall consist of Messrs. Piraino and Watson, and Class III shall consist of Messrs. Blum and Kendall. At each annual meeting of stockholders after the initial classification, the successors to directors whose terms will then expire serve from the time of election and qualification until the third annual meeting following election and until their successors are duly elected and qualified. A resolution of the board of directors or affirmative vote of at least 66  ² / 3 % of our outstanding voting stock may change the authorized number of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of the directors. This classification of the board of directors may have the effect of delaying or preventing changes in control or management of our company.

Board Committees

Our board of directors has established an audit committee, a compensation committee, and a nomination and governance committee.

Audit Committee.     The functions of our audit committee include:

Both our independent auditors and internal financial personnel regularly meet privately with the audit committee and have unrestricted access to this committee.

Compensation Committee.     The functions of our compensation committee include:

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Nomination and Governance Committee.     The functions of our nomination and governance committee include: