PROPOSAL NO. 1

ELECTION OF DIRECTORS

The ten persons named below, all of whom, except for Mr. Harshad Shah, are currently members of the Board of Directors, have been nominated for election or re-election, as the case may be, to serve until the next Annual Meeting of Shareholders and until their respective successors have been elected and qualified.

Unless stated to be voted otherwise, each proxy will be voted for the election of the nominees named below. All of the nominees have consented to serve as directors if elected. If, at the time of the Annual Meeting, any nominee is unable or declines to serve, the proxies may be voted for any other person who shall be nominated by the present Board of Directors to fill the vacancy.

                                                                           NUMBER OF SHARES
                                                                             BENEFICIALLY
                                        POSITIONS WITH         DIRECTOR        OWNED AT
NAME AND AGE                             THE COMPANY            SINCE      FEBRUARY 18, 2000    PERCENT
------------                       ------------------------    --------    -----------------    -------
Marc H. Bell, 32.................  Chairman, President,          1989          7,031,216         17.6%
                                     Chief Executive
                                     Officer & Director
Robert B. Bell, 60...............  Executive Vice-President      1994                204          *
                                     & Director
Lord Anthony St. John, 42........  Vice President &              1997             56,000          *
                                     Director
Martin Fox, 64...................  Director                      1995             70,000          *
Jack D. Furst, 40................  Director                      1999                 --           --
Michael J. Levitt, 41............  Director                      1999                 --           --
Sid Paterson, 59.................  Director                      1998             87,000          *
Tsuyoshi Shiraishi, 55...........  Director                      1994            850,000          2.5
Dr. Richard Videbeck, 76.........  Director                      1995             90,200          *
Harshad Shah, 58.................  --                              --                 --           --

Mr. Marc H. Bell has been President and Chief Executive Officer since he founded the Company in 1989. Mr. Bell was elected Chairman of the Company in November 1999. Mr. Bell has appeared on numerous television broadcasts and has been frequently quoted in numerous national publications regarding Internet- related topics. Mr. Bell is a member of the Board of Directors of EDGAR Online, Inc., the publisher of the web sites "edgar-online.com" and "freeedgar.com". Mr. Bell has a B.S. degree in accounting from Babson College and an M.S. Degree in Real Estate Finance from New York University. Mr. Bell is the son of Robert B. Bell.

Mr. Robert B. Bell has served as Executive Vice President of the Company since 1994. He also served as Chief Financial Officer from 1994 through September 1999. Mr. Bell is also the Managing Director of the Company's U.K. subsidiary, Globix Limited. Mr. Bell spent three years at Coopers & Lybrand. Thereafter, he was a practicing attorney in New York City at the firm of Bell, Kalnick, Beckman, Klee and Green, which Mr. Bell founded in the early 1970s, and specialized in taxation, investments and international real estate joint ventures. He is the author of Joint Ventures in Real Estate published by John Wiley & Sons. Prior to 1994, Mr. Bell was for many years an Adjunct Professor at New York University. Mr. Bell has a B.S. degree from New York University and a J.D. degree from the University of California at Berkeley. Mr. Bell is the father of Marc H. Bell.

Anthony St. John, Lord St. John of Bletso, Vice President, Business Development, has been a director of the Company since October 1997. Since 1978, Lord St. John has served as a sitting member of the House of Lords of the Parliament of the United Kingdom and an Extra Lord-in-Waiting to Her Majesty the Queen. He is also a member of The House of Lords' European Union Sub-Committee on Economic and Financial Affairs, Trade and External Relations. Since 1993, he has served as a consultant to Merrill Lynch and is a Registered Representative of the London Stock Exchange. Lord St. John is a director of Skinvisible, Inc., a developer and marketer of skin protector products. He is also a director of the Company's U.K. subsidiary, Globix Limited and serves as its Director of Business Development. He received his Bachelor of Art and Bachelor of Science degrees from Capetown University and Bachelor of Laws from the University of South Africa and a Masters of Law from the London School of Economics.

Mr. Martin Fox has been a director of the Company since October, 1995. Mr. Fox has been for more than five years the President, Chief Executive Officer and a director of Initio, Inc., a publicly owned company, which has been an electronic commerce and catalogue specialty retailer of consumer products.

Mr. Jack D. Furst has been a director of the Company since December 1999. Mr. Furst has been a partner of Hicks, Muse, Tate & Furst Incorporated since 1989. Mr. Furst serves as a director of American Tower Corporation, Cooperative Computing, Inc., Hedstrom Holdings, Inc., Home Interiors & Gifts, Inc.,

International Wire Group, Inc., LLS Corp., Triton Energy Limited and Viasystems, Inc. Mr. Furst received his B.S. degree from the College of Business Administration at Arizona State University and his M.B.A. from the Graduate School of Business at the University of Texas.

Mr. Michael J. Levitt has been a director of the Company since December 1999, Mr. Levitt has been a partner of Hicks, Muse, Tate & Furst Incorporated since 1996. From 1993 through 1995, Mr. Levitt was a Managing Director and Deputy Head of Investment Banking with Smith Barney Inc. Mr. Levitt serves as a director of AMFM Inc., Awards.com, El Sitio, Inc., G.H. Mumm/Perrier/Jouet, Grupo MVS, S.A. de C.V., Ibero-American Media Partners II Ltd., International Home Foods, Inc., Regal Cinemas, Inc., RCN Corporation and STC Broadcasting, Inc. Mr. Levitt attended the University of Michigan, from which he received his B.B.A. and J.D.

Mr. Sid Paterson has been a director of the Company since February 1998. He has been President and Chief Executive Officer of Sid Paterson Advertising for more than five years.

Mr. Tsuyoshi Shiraishi has been a director of the Company since July 1994. Mr. Shiraishi has been the Chairman of Century World PTE Ltd., an investment consulting firm, and the Managing Director of Harpoon Holdings Ltd., a British Virgin Islands holding company, since 1992. From 1990 to 1994, Mr. Shiraishi was the Director of Marketing & Investment for Kajima Overseas Asia PTE Ltd., a subsidiary of Kajima Corporation, an international construction company. In addition, since 1990, Mr. Shiraishi has been Vice Chairman of Century International Hotels, which operates and manages 21 hotels in the Pacific Rim.

Dr. Richard Videbeck has been a director of the Company since October, 1995. Since 1983, Dr. Videbeck has been an independent consultant in consumer risk analysis, particularly for retailers and banks. From 1974 until 1986, Dr. Videbeck was a Professor of Sociology at the University of Illinois at Chicago. From 1974 to 1977, Dr. Videbeck was the Dean of the Doctor of Arts Program of the Graduate College of the University of Illinois at Chicago.

Mr. Harshad Shah has been involved in real estate investment and development since 1982. Mr. Shah has been President of Leyland Equities Corp. since December 1995. From 1982 to 1995, Mr. Shah was President of Crescent Equities, Inc. From 1970 to 1982 he was a Vice President of Manufacturers Hanover Trust Company (now Chase Manhattan Bank). Mr. Shah attended Elphinstone College in Bombay, India where he received a B.A. in Economics and the Indian Institute of Management where he received a Masters Degree in Business Administration.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met eight times during the fiscal year which ended on September 30, 1999. None of the directors have attended fewer than 75% of the total number of meetings of the Board of Directors and committees on which he serves, except Mr. Shiraishi and Lord St. John.

The Company has an Audit Committee consisting of Messrs. Robert Bell and Sid Paterson and Dr. Videbeck. The Audit Committee reviews the financial reporting and internal controls of the Company and meets with appropriate financial personnel of the Company, as well as its independent auditors, in connection with these reviews. The Audit Committee also recommends to the Board the accounting firm that is to be presented to the shareholders for designation as independent auditors to examine the corporate accounts of the Company for the current fiscal year. The Audit Committee met in December 1999 and discussed financial events occurring during the course of the fiscal year and voted to recommend the continuation of Arthur Andersen LLP as the Company's auditors.

The Company also has a Stock Option Committee, consisting of Messrs. Marc Bell, Martin Fox and Sid Paterson. Subject to existing contractual obligations, the Stock Option Committee is responsible for setting and administering the policies that govern the granting of employee stock options. The Stock Option Committee met periodically during fiscal 1999 to grant employee stock options.

The Company does not have a nominating committee, employee compensation committee or other committees.

OTHER EXECUTIVE OFFICERS

Marc Jaffe, Senior Vice President, Chief Operating Officer, joined the Company in January 1995. Mr. Jaffe has extensive experience in the use of computers and telecommunications in the advertising and marketing industry. Prior to joining the Company, Mr. Jaffe was a department manager at Sid Paterson Advertising Inc. in New York City which he joined in 1989. He developed an Internet-focused marketing strategy that won the prestigious CreaTech Award in 1996. Mr. Jaffe graduated from Colgate University, where he received a Bachelor of Arts Degree.

Anthony L. Previte, Senior Vice President, Chief Technology Officer, joined the Company in October 1998. From July 1991 to October 1998, Mr. Previte was the Vice President, Special Projects for Emcor Group, Inc., a publicly traded electrical and mechanical engineering and construction firm. While at Emcor Group, Mr. Previte was involved in the design and construction of over one million square feet of secure data center facilities for companies such as Prudential Securities, Morgan Stanley and Nomura Securities. Mr. Previte has a degree in aerospace engineering from Polytechnic Institute of New York.

Brian L. Reach, Senior Vice President, Chief Financial Officer, joined the Company in September 1999. From May 1997 to August 1999, Mr. Reach was the Chief Financial Officer of IPC Communications, a provider of integrated telecommunications equipment and services to the financial industry. During his tenure at IPC, Mr. Reach successfully helped guide IPC through its leveraged recapitalization and financially restructured IPC enabling it to invest in strategic acquisitions and next generation technologies. From November 1993 to April 1997, Mr. Reach was the Chief Financial Officer of Celadon Group, Inc. Mr. Reach is a certified public accountant and received his Bachelor of Science degree in accounting from the University of Scranton.

OTHER KEY EMPLOYEES

Paul L. Bonington, Vice President, Marketing, joined the Company in May 1999. From August 1994 to February 1999, Mr. Bonington was an executive with Mecklermedia Corporation, a producer of Internet publications, trade shows and web sites. In 1998, he was named Mecklermedia's Senior Vice President of Strategic Planning and Marketing. From 1994 to 1997, Mr. Bonington headed Mecklermedia's print division as Publisher of Internet World magazine, and later as Senior Vice President/Group Publisher following the launch of Web Week, Web Developer and Internet Shipper magazines. Mr. Bonington has a Bachelor of Science degree in business economics from the State University of New York, Oneonta.

Shawn P. Brosnan, Vice President and Corporate Controller, joined the Company in November 1999. Prior to joining the Company, Mr. Brosnan spent over 15 years with Ernst & Young, one of the leading professional services organizations worldwide. During his tenure at Ernst & Young, he was a business advisor with extensive experience in the areas of accounting, finance, financial reporting, mergers and acquisitions and process improvement. Mr. Brosnan is a certified public accountant and received his Bachelor of Science degree in accounting from Providence College.

Alayne C. Gyetvai, Vice President and General Manager, joined the Company in January 1999. From September 1994 to August 1998, Ms. Gyetvai held senior-level positions at Silicon Graphics, Inc., most recently as the Director of Global Professional Services and Global Web Implementation Services. From January 1989 to September 1994, Ms. Gyetvai served as Site Manager, Senior Systems Engineer and Senior Consultant for Sun Microsystems. Ms. Gyetvai earned a Bachelor's degree in computer science and a Masters in probability mechanics from the University of Colorado and a Bachelor's degree in electrical engineering and computer engineering from the University of New Mexico.

John C. Moore, Vice President and General Manager, joined the Company in October 1999. From 1988 to 1999, Mr. Moore held senior-level positions at Sherpa Corporation, a provider of enterprise web-based application software, most recently as its President and Chief Executive Officer. From 1988 to 1993, he was Vice President and Managing Director of Sherpa's European operations based in London. Mr. Moore has a Bachelor of Science Honours degree in mechanical engineering from London University.

Christopher D. Peckham, Vice President, Network Engineering, rejoined the Company in February 1999. From August 1997 to February 1999, Mr. Peckham was Manager of Network Engineering for ICON, a national Internet service provider. From August 1995 through August 1997, Mr. Peckham served as Senior Systems and Networking Administrator for the Company. From May 1995 through August 1995, Mr. Peckham held the position of Director of Technology for the Interactive Media Division of Database America. Mr. Peckham has Doctoral, Master and Bachelor of Science degrees in electrical engineering from the New Jersey Institute of Technology.

Daniel Utevsky, General Counsel, joined the Company in December 1999. From July 1993 to November 1999, Mr. Utevsky was Vice President, General Counsel and Corporate Secretary of IPC Communications, a provider of integrated telecommunications equipment and services to the financial industry. He also held similar positions within the IPC group, including Ixnet, Inc., IPC's global telecommunications network subsidiary. During his tenure with IPC, Mr. Utevsky assisted it in its development from a privately held company through its public offerings and leveraged recapitalization. Mr. Utevsky was admitted to the New York bar in 1984. He received his Bachelor of Business Administration degree in economics from the University of Memphis and a J.D. degree from Benjamin N. Cardozo School of Law.