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Accordingly, in consideration of the premises and the representations, warranties and agreements herein contained, the parties hereto agree as follows:

The following definitions shall apply for purposes of this Agreement (such definitions to be equally applicable to both the singular and plural forms of the terms defined):

1.1 "Business" means (i) media selling across web site advertising networks; and (ii) the provision of promotion, marketing and sales services and other ancillary activities relating to and provided in connection with the foregoing.

1.2 "Certificate of Designations" means the certificate of designations with respect to Series B Convertible Redeemable Preferred Stock of Purchaser in the form attached hereto as Exhibit 1.2.

1.3 "Contracts" means those agreements listed on Schedule 1.3.

1.4 "Deferred Purchase Price" means $ _________.

1.5 "Encumbrances" means, to the extent applicable, all claims, liens (including liens for taxes), mortgages, security interests, leases, options, rights of first refusal or first offer, easements or other similar encumbrances.

1.6 "Intellectual Property" means the trade names listed on Schedule 1.6, and all registered trademarks and goodwill associated therewith.

1.7 "Knowledge", "to Seller's Knowledge" and variations thereof shall mean that which is actually known by an executive officer of Seller and with no requirement of due inquiry or that such officers "should have known."

1.8 "Leased Premises" shall mean that portion of office space located at _________, _________ presently utilized by the Transferred Employees.

1.9 "Material Adverse Change" or "Material Adverse Effect" means, when used with respect to Seller or Purchaser, as the case may be, any change or effect that is or, so far as can be reasonably determined, is likely to be materially adverse to the assets, properties, condition (financial or otherwise), business (including, without limitation, the Business) or results of operations of Seller or Purchaser, as the case may be, taken as a whole.

1.10 "Permitted Encumbrances" means Encumbrances that (a) are liens for taxes not yet due and payable, (b) do not, individually or in the aggregate, materially detract from the value of the assets to which they attach, (c) are mechanics', carriers', materialmen's, landlords', workers' or other similar liens incurred in the ordinary course of business or (d) relate to assets owned by customers or third parties that are used by the Company in its operations.

1.11 "Post-Closing Financial Statements" means (i) audited financial statements (balance sheets, statements of income and statements of cash flows) for the Business for the year ended _________,_________,_________(M/D/Y), prepared by Seller's regular independent auditors, and accompanied by an unqualified opinion of such auditors, and (ii) unaudited balance sheet as of _________,_________,_________(M/D/Y) and unaudited statement of income for the three months ended _________,_________,_________(M/D/Y).

1.12 "Registration Rights Agreement" means the registration rights agreement dated the date hereof and in the form attached hereto as Exhibit 1.12.

1.13 "Royalty Rights" means all of Seller's right, title and interest in and to any revenue derived from or arising out of the Business, including royalties and similar payments, whether or not earned or payable on the date hereof.

1.14 "Seller's Accounts Estimate" means $ _________, as adjusted pursuant to Sections 1.15 and 1.16 hereof.

1.15 "Seller's Accounts Payable" means the accounts payable of Seller relating to the Business as of the date hereof, as listed on Schedule 1.15, which Schedule may be amended within 30 days from the date hereof (with corresponding adjustments being made to the Seller's Accounts Estimate).

1.16 "Seller's Accounts Receivable" means the accounts receivable of Seller relating to the Business as of the date hereof as listed on Schedule 1.16, which Schedule may be amended within 30 days from the date hereof (with corresponding adjustments being made to the Seller's Accounts Estimate).

1.17 "Transaction Documents" means, collectively, this Agreement, the Certificate of Designations, the Employment Agreements and the Registration Rights Agreement.

1.18 "Transferred Employees" means the individuals listed on Schedule 1.18.

2.1 The Asset Purchase.

(a) Upon the terms and subject to the conditions of this Agreement, Seller hereby sells, conveys, assigns, transfers and delivers to Purchaser free and clear of all Encumbrances (other than Permitted Encumbrances and except as expressly provided herein), and Purchaser hereby purchases from Seller, the Business and all the assets, properties and rights owned or leased by Seller and constituting the Business (the "Purchased Assets"), including without limitation:

(i) all of Seller's right, title and interest in and to the Contracts, to the extent assignable;

(ii) Seller's Accounts Receivable;

(iii) all customer lists, sales data, brochures, catalogs, mailing lists, art work, photographs and advertising material that are used in the Business, whether in electronic form or otherwise;

(iv) all of Seller's interest in governmental permits, licenses, registrations, certificates, consents, orders and approvals necessary for the continued operation of the Business;

(v) all trade secrets, Royalty Rights, work notes, market studies, consultant's reports and similar property, tangible or intangible, used in the Business;

(vi) copies of all records of Seller material to the operation of the Business, including property, tax and marketing records and copies of personnel records of Transferred Employees;

(vii) all right, title and interest in and to the goodwill incident to the Business;

(viii) all prepaid expenses of, or for the benefit of, the Business;

(ix) subject to any license agreements regarding such software, all software resident on computers used in the Business (other than any software not useful in the Business);

(x) all computers used in the Business, including all laptop computers currently used by a Transferred Employee; and

(xi) all other assets material to the operation of the Business (including without limitation all causes of action, contract rights and warranty and product liability claims, whether or not in litigation on the date hereof).

(b) The following assets (collectively, the "Excluded Assets") shall be excluded from this Agreement, and shall not be assigned or transferred to Purchaser:

(i) any right, title or interest in the names "K2" and "K2 Design" and any variants thereof containing "K2" and any related logos, trademarks, trade names or service marks incorporating such names, except as otherwise specifically transferred to Purchaser by Seller;

(ii) cash and cash equivalents and similar type investments;

(iii) leases and contracts, other than those set forth on Schedule 1.3 or otherwise specifically transferred pursuant to the terms hereof;

(iv) assets constituting any pension funds or segregated funds for the benefit of Transferred Employees;

(v) corporate minute books and stock books;

(vi) except as otherwise provided herein, all of Seller's assets not associated with the Business;

(vii) trade show booths; and

(viii) all other furniture, fixtures and equipment.

2.2 Purchase Price.

(a) In consideration of the transfer to Purchaser of the Assets and of the assignment of the Intellectual Property, Purchaser agrees to deliver to Seller or its designees the following: (i) $ _________ on the date hereof, by wire transfer of immediately available funds, (ii) the Deferred Purchase Price (subject to the terms of Section 2.2(b)), (iii) _________ shares of the Purchaser's Series B Convertible Redeemable Preferred Stock, par value $ _________ per share (the "Shares"), and (iv) the Seller's Accounts Estimate, on the date hereof. The amount of cash and Shares set forth in items (i) through (iv), above, as adjusted pursuant to the terms hereof, is referred to herein as the "Purchase Price".

(b) If the Post-Closing Financial Statements are delivered to Purchaser within forty-five days after the date hereof, then Purchaser shall pay to Seller the Deferred Purchase Price within three days after the date of such delivery. Seller acknowledges that the Deferred Purchase Price shall not be payable if the Post-Closing Financial Statements are not delivered on or before such date.

2.3 Purchase Price Adjustments

(a) Schedule 2.3 sets forth a list of Seller's customers relating to the Business as of _________,_________,_________(M/D/Y) (the "Existing Customers") together with a true and complete list of the gross revenues of Seller derived from the Business from the Existing Customers and booked on the accounts of Seller during the four month period ended _________,_________,_________(M/D/Y) (in the aggregate and on a customer by customer basis). In addition, Schedule 2.3 (as amended through _________,_________,_________(M/D/Y)) sets forth a list of customers ("New Customers") that have entered or will enter into contracts with Seller and/or Purchaser relating to the Business in May or June, 1998 (excluding renewals).

(b) On or before _________,_________,_________(M/D/Y) Purchaser shall deliver to Seller a notice (the "Customer Notice") which shall include (i) a list of Existing Customers that were parties to website agreements with Purchaser as of _________,_________,_________(M/D/Y) and had not as of such date provided written notice of intent to terminate such website agreement, (the "Retained Customers") and (ii) the gross revenue generated from New Customers during the four months ending _________,_________,_________(M/D/Y) (the "New Customer Revenue").

(c) The Customer Notice shall include the following calculations:

(i) the sum of the revenue percentages set forth on Schedule 2.3 for Retained Customers;

(ii) the New Customer Revenue, expressed as a percentage of Seller's gross revenue attributable to the Business for the four months ended _________,_________,_________(M,D,Y); and