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ICQ & Varsitybooks.com Alliance

Washington, D.C. and Dulles, VA - January 6, 2000 - ICQ ("I Seek You"), the world's largest online communications community and an interactive brand from America Online, Inc., (NYSE: AOL) and VarsityBooks.com, a leading online retailer to college students, today announced a broad e-commerce alliance to provide goods and services to the online college market.

Under the three-year, multi-million dollar agreement, VarsityBooks.com will have premier placement in ICQ's student and shopping-targeted content and commerce channels and on ICQ's instant messaging application, receiving integrated placement on ICQ and its home page. VarsityBooks.com will be ICQ's exclusive college-targeted commerce partner and textbook vendor as well as its exclusive college marketing channel for the period of one year, with ICQ working with VarsityBooks.com to leverage VarsityBooks.com's strong presence on college campuses nationwide. VarsityBooks.com will offer a co-branded version of ICQ and also develop a co-branded student bookstore for ICQ. America Online, Inc. will receive warrants to purchase shares of VarsityBooks.com based on certain performance criteria.

"At ICQ, we select our alliances very carefully. We chose VarsityBooks.com because they are uniquely positioned to be the leading online retailer and marketer to the college demographic which is a major part of ICQ's audience of 50 million worldwide," said Ted Leonsis, President of AOL Interactive Properties Group. "ICQ and VarsityBooks.com are two big college brands that, working together, can be even bigger and better."

"This relationship with ICQ helps position us as the premier online college retailer," said Eric Kuhn, VarsityBooks.com's president and chief executive officer. "ICQ brings us access to over 50 million users, many of whom are 18-24 and who spend many hours each day online. We look forward to working with the world's largest online community to launch our new co-branded products in the months to come."


About ICQ
Created in 1996 by the Israel-based company, Mirabilis, and acquired by America Online, Inc. in June 1998, ICQ is the world's largest communications community with more than 50 million registrants worldwide. The ICQ service is a communications portal built around the ability to seek and communicate with your friends, family and colleagues online. ICQ, whose unique and free software is available for download at www.icq.com, is part of the AOL Interactive Properties Group.

About VarsityBooks.com
VarsityBooks.com, based in Washington, DC, is a leading online retailer and marketing channel to the nation's 15 million college students. Founded in 1997, VarsityBooks.com pioneered selling discounted new college textbooks over the Internet. Building on its online textbook business, VarsityBooks.com provides a range of products and services on its Web site, all designed to bring value directly to college students. VarsityBooks.com also operates one of the nation's largest networks of student representatives to promote its products and services - as well as those of other companies - on college campuses nationwide.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding VarsityBooks.com's business that are not historical facts are "Forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the company's prospectus.




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