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Boston, Ma – May 16, 2001 – SmartBargains.com, a leading online retailer of bargain and closeout merchandise, today announced that Carl S. Rosendorf has been named chief executive officer of the company. Rosendorf, who has gained prominence in the e-commerce sector during his 4-year tenure at Barnes & Noble.com, is considered one of the most sought-after executives in the industry.

SmartBargains, which offers branded and quality merchandise at closeout prices, specializes in a wide range of products, from apparel and accessories to fine jewelry, electronics, and home furnishings. Through strategic partnerships with Gordon Brothers, one of the country's leading retail liquidators, and America Online, SmartBargains brings the liquidation sale experience to the Internet.

"I am thrilled to be joining SmartBargains," said Rosendorf. "The company is uniquely positioned, offering premium merchandise at closeout prices while maintaining a consistent profit model. And obviously, with investment from Gordon Brothers, Highland Capital Partners, and AOL, we are positioned for continued growth."

Rosendorf comes to SmartBargains with more than 20 years of retail experience. As executive vice-president, e-commerce, for Barnes & Noble.com, he drove that company's e-commerce efforts in the areas of marketing, business development, creative, editorial, and IT.

"Rosendorf knows that the key to making money is giving customers the products they want at the best possible prices," said Robert Higgins, managing general partner, Highland Capital Partners. "With his many years of marketing and merchandising for major retailers, Rosendorf will be an excellent leader for SmartBargains."

Michael Frieze, CEO of Gordon Brothers Group, added, "Carl Rosendorf brings a rare and valuable combination of strengths to SmartBargains. With a passion for e-commerce, he not only knows the marketplace inside and out, but also has a solid knowledge of marketing and customer acquisition."

About SmartBargains SmartBargains combines the thrill of great deals on brand-name products and the excitement of rapidly changing merchandise with the convenience of home shopping. SmartBargains launched in September 2000 and secured $33 million in first round funding. Investors include Highland Capital Partners, America Online, Dorset Capital, General Catalyst, Berkshire Partners, Madison Dearborn and Gordon Brothers Group. SmartBargains can be reached through its Web site at www.smartbargains.com or through America Online Keyword: Bargains. Carl S. Rosendorf

Biography Carl S. Rosendorf has a passion for e-commerce that has kept him on the front lines of consumer Internet technology for more than seven years-a virtual eternity in the e-commerce world. And with his more than 20 years of experience at some of America's top retailers, his expertise in e-commerce is virtually unmatched.

Prior to joining SmartBargains.com as chief executive officer, he was executive vice-president, e-commerce, for Barnes & Noble.com, driving that company's e-commerce efforts in the areas of marketing, business development, creative, editorial, and IT development. He joined Barnes & Noble.com in June 1997 as one of its first employees. During his tenure, Barnes & Noble.com achieved the status as the #1 multi-channel retailer and is ranked as one of the top 50 web sites in the world. In 1998, Advertising Age magazine named Rosendorf a "Digital Master."

In 1994, Rosendorf became one of the founders and president of Cybersmith, one of the first premier Internet cafes. With dozens of computer terminals connected to the Internet at each cafe, Cybersmith put many people online for the first time. It was widely recognized as a pioneer in introducing people to this new technology. In 1988, Rosendorf joined Barnes & Noble College Bookstores where, as executive vice-president, he was responsible for directing all retail operations including buying and merchandising. Rosendorf previously served as president of Follett/United Bookstores.

Rosendorf holds a bachelor of science in political science from of American University's School of Government. He lives in Weston, MA.