Common use of ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION Clause in Contracts

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. Each Micro Shareholder receiving Parent Stock in the Merger represents and warrants that (a) his financial situation is such that he can afford to bear the economic risk of holding Parent Stock acquired by him hereunder for an indefinite period; (b) he can afford to suffer the complete loss of such Parent Stock; (c) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Sub and Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (d) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (e) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; (f) he has (i) reviewed the Private Placement Memorandum of Parent dated as of April 20, 1998 (including revisions thereto, the "Memorandum"); (ii) has carefully examined the Memorandum and has had an opportunity to ask questions of, and receive answers from representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries (as hereinafter defined), and (iii) does not require additional information regarding Parent or its Subsidiaries in connection with the merger.

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. Each Micro Shareholder receiving Parent Stock in of the Merger Sellers represents and warrants that (a) his financial situation is such that he can afford to bear the economic risk of holding Parent Stock the IXL Shares acquired by him hereunder for an indefinite period; (b) he can afford to suffer the complete loss of such Parent StockIXL Shares; (c) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Sub and Parent IXL concerning the terms and conditions of the Parent Stock IXL Shares and to obtain any additional information that he deems necessary; (d) his knowledge and experience in financial business matters is are such that he is capable of evaluating the merits and risk of ownership of the Parent StockIXL Shares; (e) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (f) he has (i) has reviewed the Private Placement Memorandum of Parent IXL dated as of April 20June 26, 1998 (including revisions thereto, the "Memorandum"); , (ii) has carefully examined the Memorandum and has had an opportunity to ask questions of, and receive answers from from, representatives of ParentIXL, and to obtain additional information concerning Parent IXL and its Subsidiaries (as hereinafter defined), and (iii) does not require additional information regarding Parent IXL or its Subsidiaries in connection with the mergerAcquisition.

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. Each Micro Shareholder receiving Parent Stock in the Merger Next Century represents and warrants that (a) his its financial situation is such that he it can afford to bear the economic risk of holding Parent Stock acquired by him it hereunder for an indefinite period; (b) he it can afford to suffer the complete loss of such Parent Stock; (c) he it has been granted the opportunity to ask questions of, and receive answers from, representatives of Sub and Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he it deems necessary; (d) his its knowledge and experience in financial business matters is such that he it is capable of evaluating the merits and risk of ownership of the Parent Stock; (e) he it has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (f) he has it (i) has reviewed the Private Placement Memorandum of Parent dated September 8, 1998, as of April 20, 1998 amended (including revisions thereto, the "Memorandum"); , (ii) has carefully examined the Memorandum and has had an opportunity to ask questions of, and receive answers from from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries (as hereinafter defined), and (iii) does not require additional information regarding Parent or its Subsidiaries in connection with the mergerMerger.

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. Each Micro Spinners Shareholder receiving Parent Stock in the Merger represents and warrants that (a) his financial situation is such that he can afford to bear the economic risk of holding Parent Stock acquired by him hereunder for an indefinite period; (b) he can afford to suffer the complete loss of such Parent Stock; (c) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Sub and Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (d) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (e) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (f) he has (i) has reviewed the Private Placement Memorandum of Parent dated as of April 20June 30, 1998 (including revisions thereto, the "Memorandum"); , (ii) has carefully examined the Memorandum and has had an opportunity to ask questions of, and receive answers from from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries (as hereinafter defined), and (iii) does not require additional information regarding Parent or its Subsidiaries in connection with the mergerMerger.

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. Each Micro Xxxxxxx Companies Shareholder receiving Parent Stock in the Merger represents and warrants that (a) his financial situation is such that he can afford to bear the economic risk of holding Parent Stock acquired by him hereunder for an indefinite period; (b) he can afford to suffer the complete loss of such Parent Stock; (c) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Sub and Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (d) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (e) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (f) he has (i) has reviewed the Private Placement Memorandum of Parent dated as of April 20July__, 1998 (including revisions thereto, the "Memorandum"); , (ii) has carefully examined the Memorandum and has had an opportunity to ask questions of, ; and receive answers from from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries (as hereinafter defined), and (iii) does not require additional information regarding Parent or its Subsidiaries in connection with the mergerAcquisition.

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. Each Micro CommerceWAVE Shareholder receiving Parent Stock in the Merger represents and warrants that (a) his financial situation is such that he can afford to bear the economic risk of holding Parent Stock acquired by him hereunder for an indefinite period; (b) he can afford to suffer the complete loss of such Parent Stock; (c) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Sub and Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (d) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (e) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (f) he has (i) has reviewed the Private Placement Memorandum of Parent dated as of April 20June 25, 1998 (including revisions thereto, the "Memorandum"); , (ii) has carefully examined the Memorandum and has had an opportunity to ask questions of, and receive answers from from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries (as hereinafter defined), and (iii) does not require additional information regarding Parent or its Subsidiaries in connection with the mergerMerger.

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. Each Micro Image Shareholder receiving Parent Stock in the Merger represents and warrants that (a) his financial situation is such that he can afford to bear the economic risk of holding Parent Stock acquired by him hereunder for an indefinite period; (b) he can afford to suffer the complete loss of such Parent Stock; (c) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Sub and Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (d) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (e) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (f) he has (i) has reviewed the Private Placement Memorandum of Parent dated as of April 20June 30, 1998 (including revisions thereto, the "Memorandum"); , (ii) has carefully examined the Memorandum and has had an opportunity to ask questions of, and receive answers from from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries (as hereinafter defined), and (iii) does not require additional information regarding Parent or its Subsidiaries in connection with the mergerMerger.

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. Each Micro The Exchange Place Shareholder receiving Parent Stock in the Merger represents and warrants that (a) his financial situation is such that he can afford to bear the economic risk of holding Parent Stock acquired by him hereunder for an indefinite period; (b) he can afford to suffer the complete loss of such Parent Stock; (c) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Sub and Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (d) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (e) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (f) he has (i) has reviewed the Private Placement Memorandum of Parent dated as of April 20September 8, 1998 (including revisions thereto, the "Memorandum"); , (ii) has ----------- carefully examined the Memorandum and has had an opportunity to ask questions of, and receive answers from from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries (as hereinafter defined), and (iii) does not require additional information regarding Parent or its Subsidiaries in connection with the mergerMerger.

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. Each Micro Pequot Shareholder receiving Parent Stock in the Merger represents and warrants that (a) his financial situation is such that he can afford to bear the economic risk of holding Parent Stock acquired by him hereunder for an indefinite period; (b) he can afford to suffer the complete loss of such Parent Stock; (c) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Sub and Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (d) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (e) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (f) he has (i) has reviewed the Private Placement Memorandum of Parent dated September 8, 1998, as of April 20, 1998 amended (including revisions thereto, the "Memorandum"); , (ii) has carefully examined the Memorandum and has had an opportunity to ask questions of, and receive answers from from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries (as hereinafter defined), and (iii) does not require additional information regarding Parent or its Subsidiaries in connection with the mergerMerger.

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. Each Micro Tekna Shareholder receiving Parent Stock in the Merger represents and warrants that (a) his her financial situation is such that he she can afford to bear the economic risk of holding Parent Stock acquired by him her hereunder for an indefinite period; (b) he she can afford to suffer the complete loss of such Parent Stock; (c) he she has been granted the opportunity to ask questions of, and receive answers from, representatives of Sub and Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he she deems necessary; (d) his her knowledge and experience in financial business matters is such that he she is capable of evaluating the merits and risk of ownership of the Parent Stock; (e) he she has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (f) he has she (i) has reviewed the Private Placement Memorandum of Parent dated July 14, 1998, as of April 20, 1998 amended (including revisions thereto, the "Memorandum"); , (ii) has carefully examined the Memorandum and has had an opportunity to ask questions of, and receive answers from from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries (as hereinafter defined), and (iii) does not require additional information regarding Parent or its Subsidiaries in connection with the mergerMerger.

ABILITY TO BEAR RISK; ACCESS TO INFORMATION; SOPHISTICATION. Each Micro The Ionix Shareholder receiving Parent Stock in the Merger represents and warrants that (a) his financial situation is such that he can afford to bear the economic risk of holding Parent Stock acquired by him hereunder for an indefinite period; (b) he can afford to suffer the complete loss of such Parent Stock; (c) he has been granted the opportunity to ask questions of, and receive answers from, representatives of Sub and Parent concerning the terms and conditions of the Parent Stock and to obtain any additional information that he deems necessary; (d) his knowledge and experience in financial business matters is such that he is capable of evaluating the merits and risk of ownership of the Parent Stock; (e) he has carefully reviewed the terms of the Stockholders' Agreement and has evaluated the restrictions and obligations contained therein; and (f) he has (i) has reviewed the Private Placement Memorandum of Parent dated as of April 20September 15, 1998 (including revisions thereto, the "Memorandum"); , (ii) has carefully examined the Memorandum and has had an opportunity to ask questions of, and receive answers from from, representatives of Parent, and to obtain additional information concerning Parent and its Subsidiaries (as hereinafter defined), and (iii) does not require additional information regarding Parent or its Subsidiaries in connection with the mergerMerger.