X0201 4 2003-11-06 0 0001176983 MAXWORLDWIDE INC MAXW.PK 0000932334 NEWCASTLE PARTNERS L P 300 CRESCENT COURT SUITE 1110 DALLAS TX 75201 1 0 1 0 0001251296 NEWCASTLE CAPITAL MANAGEMENT LP 300 CRESCENT COURT SUITE 1110 DALLAS TX 75201 1 0 1 0 0001251293 NEWCASTLE CAPITAL GROUP LLC 300 CRESCENT COURT SUITE 1110 DALLAS TX 75201 1 0 1 0 0001208889 SCHWARZ MARK E 300 CRESCENT COURT SUITE 1110 DALLAS TX 75201 1 0 1 0 0001246093 PULLY STEVEN J 300 CRESCENT COURT SUITE 1110 DALLAS TX 75201 1 0 1 0 Common Stock, $0.01 par value per share 2003-11-06 4 P 0 8500 0.78 A 1899169 D Common Stock, $0.01 par value per share 2003-11-07 4 P 0 9900 0.77 A 1909069 D Newcastle Capital Management, L.P. ("NCM") is the general partner of Newcastle Partners, L.P. ("NP"), Newcastle Capital Group, L.L.C. ("NCG") is the general partner of NCM and Mark E. Schwarz ("Schwarz") is the managing member of NCG. Accordingly, each of NCM, NCG and Schwarz may be deemed to beneficially own the 1,909,069 shares of Common Stock owned by NP. The reporting persons are members of the MaxWorldwide Full Value Committee (the "Committee"). The reporting persons are not 10% owners other than as a result of their being members of the Committee. NP disclaims beneficial ownership of any shares owned by the Committee, other than the 1,909,069 shares of Common Stock directly owned by it. NCM, NCG and Schwarz disclaim beneficial ownership of any shares owned by the Committee and of the 1,909,069 shares owned by NP, except to the extent of their pecuniary interest therein. Mr. Pully is employed by Newcastle Capital Managment, L.P., which is the general partner of Newcastle Partners, L.P., which owns 1,909,069 shares. Mr. Pully disclaims beneficial ownership to all shares owned by Newcastle Partners, L.P. Mr. Pully is a director of MaxWorldwide, Inc. and became a director of MaxWorldwide, Inc. pursuant to a Voting Agreement with MaxWorldwide, Inc. dated June 13, 2003. Newcastle Partners, L.P., By: Newcastle Capital Management, L.P., its general partner, By: Newcastle Capital Group, L.L.C., its general partner, By: /s/ Mark E. Schwarz, its managing member 2003-11-07 Newcastle Capital Management, L.P., By: Newcastle Capital Group, L.L.C., its general partner, By: /s/ Mark E. Schwarz, its managing member 2003-11-07 Newcastle Capital Group, L.L.C., By: /s/ Mark E. Schwarz, its managing member 2003-11-07 /s/ Mark E. Schwarz 2003-11-07 /s/ Steven J. Pully 2003-11-07