'Beware of the Dot-Com Boys'; There is Gold in the Hills but Also Potential for Losing Your Shirt.

Corporate Finance and High Tech Writers and Editors

NEW YORK--(BUSINESS WIRE)--April 5, 2000

E-commerce is the land of plenty, territory of overnight millionaires and potential feeding ground of slick entrepreneurs looking to make a fast buck. Much like the gold rush of 1849, investors are anxious to find riches in the e-commerce terrain. How can investors distinguish between finding fools gold and the real McCoy? The PricewaterhouseCoopers white paper Beware of the Dot.Com Boys! tells how.

The ever-shifting ground of E-commerce makes exhaustive due diligence essential to determine if a potential business partner is legitimate and trustworthy. Legal and financial due diligence is not enough to uncover critical reputational and integrity liabilities that may be lurking beneath the surface. Investigative due diligence must be conducted to provide information central to a transaction.

Through investigative due diligence the investor will acquire in-depth background information about its future partner, understand vulnerabilities to which it may be exposed post-acquisition, develop a sense of the subject's corporate personality, and acquire industry or business intelligence. Landmine risk factors, which may indicate a potential business associate is unstable, include:

- criminal records of principals;

- use of an alias or several social security numbers;

- changes in company name, form, control or nature of business;

- turnover of key and middle management, particularly chief financial officer,
controller and other members of the finance department;

- "too-good-to-be-true" financial results; and

- extraordinary gains or losses in year-to-year operations.

"Investigative due diligence and fraud risk management put an investor in a better position to evaluate a potential business partner, gain assurance that there will be no unfortunate post-acquisition surprises and maximize the investment," say Jonny Frank, a New York-based principal with PricewaterhouseCoopers Investigations LLC and former federal prosecutor.

With a worldwide network of 7000 professionals, PricewaterhouseCoopers' Financial Advisory Services ("FAS") practice provides creative solutions and ideas that increase value to clients during critical periods and when they are making important decisions that define their future. The FAS business is organized along five product lines. The Business Recovery Services, Dispute Analysis & Investigations, and Corporate Value Consulting product lines are the largest in the world. Our Dispute Analysis & Investigations product line was ranked number one in the US by readers of Euromoney's International Commercial Litigation. The Project Finance & Privatization product line was rated "Advisor of the Year" by Project Finance International, citing the firm's "phenomenal success in securing mandates." The Mergers & Acquisitions product line ranked in the top 10 globally in number of deals completed, according to Securities Data Company.

Note to Editors: The name PricewaterhouseCoopers is one word, with upper case P, uppercase C and all other letters in lower case.

PricewaterhouseCoopers (www.pwcglobal.com) is the world's largest professional services organization. Drawing on the knowledge and skills of more than 150,000 people in 150 countries, we help our clients solve complex business problems and measurably enhance their ability to build value, manage risk and improve performance in an Internet-enabled world.

PricewaterhouseCoopers refers to the member firms of the worldwide PricewaterhouseCoopers organization.