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(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

(iii) the sum of the percentages determined pursuant to (i) and (ii), above (such percentage, the "Retained Customer Factor").

(d) The Purchase Price shall be reduced (the "Purchase Price Reduction") if at all, according to the following chart:

Retained Customer Factor Purchase Price Reduction

greater than _________ % _________
greater than _________ % and less than
or equal to _________ % $ _________
greater than _________ % and less than
original or equal to _________% $ _________
_________% $ _________
less than _________% $ _________ plus $ _________ times the number of
percentage points by which 50% exceeds
the Retained Customer Factor

(e) Notwithstanding anything to the contrary in this Section 2.3, if Purchaser's gross revenue from Existing Customers and New Customers exceeds $ _________ for the three months ended _________,_________,_________(M/D/Y), the Purchase Price Reduction shall be zero. Purchaser agrees to use its best efforts to retain Existing Customers and New Customers through _________,_________,_________(M/D/Y) and to keep all website and advertising relationships intact through _________,_________,_________(M/D/Y) and thereby avoid a Purchase Price Reduction.

(f) The Purchase Price Reduction shall be payable in cash or in shares of Purchaser's capital stock, at the option of Seller. If all or a portion of the Purchase Price Reduction is payable in Shares prior to the Purchaser's initial public offering, the Shares shall be valued at $ _________ per share. If all or a portion of the Purchase Price Reduction is payable after the Purchaser's initial public offering, the Purchaser's common stock shall be valued at the higher of (i) the price to the underwriters of the common stock in the initial public offering or (ii) the average of the closing price per share on the Nasdaq National Market for the five trading days immediately preceding _________,_________,_________(M/D/Y).

(g) Purchaser agrees to use commercially reasonable efforts to collect Seller's Accounts Receivable prior to _________,_________,_________(M/D/Y). On or before _________,_________,_________(M/D/Y), Purchaser shall prepare and deliver to Seller a notice (the "Accounts Notice" and, together with the Customer Notice, a "Notice") setting forth the amount of Seller's Accounts Receivable collected by Purchaser between the date hereof and _________,_________,_________(M/D/Y) (such amount, the "Post-Closing Collections"). If the Post-Closing Collections are less than Seller's Accounts Estimate, Seller shall, within 15 days after receipt of the Accounts Notice or resolution of any dispute pursuant to Section 2.3(h), pay to Purchaser an amount equal to such shortfall.

(h) During the 30-day period following Seller's receipt of a Notice, Seller and its independent auditors will be permitted to review Purchaser's documentation relating to such Notice (and Purchaser and its representatives will provide reasonable cooperation in such review). Such Notice shall become final and binding upon the parties on the thirtieth day following receipt thereof by Seller unless Seller gives written notice of any disagreement ("Notice of Disagreement") to Purchaser prior to such date. The Notice of Disagreement (if any) shall specify in reasonable and sufficient detail the nature of any disagreement so asserted. If a Notice of Disagreement is received by Purchaser in a timely manner, then the Notice (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 30-day period following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 30- day period, Seller and Purchaser have not reached agreement on such matters, the matters which remain in dispute shall be submitted to an arbitrator jointly selected by the parties (the "Arbitrator") for review and resolution in accordance with the commercial arbitration rules of the American Arbitration Association in _________(STATE) City. The Arbitrator shall render a decision resolving the matters in dispute within 30 days following their submission to the Arbitrator. The fees of the Arbitrator shall be borne by the non-prevailing party.

2.4 Assumption of Liabilities; Employee Matters

(a) General Limitation on Assumption of Liabilities. Except for Permitted Encumbrances and as otherwise provided in this Section 2.4, Seller shall transfer the Purchased Assets to Purchaser free and clear of all Encumbrances, and Purchaser shall not, by virtue of its purchase of the Purchased Assets, assume or become responsible for any liabilities or obligations of Seller.

(b) Assumed Liabilities and Obligations. Purchaser hereby acquires the Purchased Assets subject only to, and shall undertake, assume, perform and otherwise pay, satisfy and discharge, and hold Seller harmless from, the liabilities and obligations set forth therein or relating thereto and, in either case, arising after the date hereof.

(c) Offer of Employment. Purchaser shall offer employment as of the date hereof to all of the Transferred Employees. Purchaser shall keep on its payroll all Transferred Employees who accept Purchaser's offer of employment except for those Transferred Employees who may resign or be terminated for cause, for at least 90 days after the Closing Date.

(d) Vacation Liability. Purchaser shall assume liability as of the date hereof for the vacation entitlement that each Transferred Employee who becomes an employee of Purchaser has accrued and is listed in Schedule 2.4. Purchaser shall pay each Transferred Employee's wages or salary during such vacation entitlement from Purchaser, when taken.

(e) Other Employee Benefits. Seller agrees that, with respect to claims for workers' compensation arising out of events occurring prior to the date hereof and all claims under Seller's employee benefit programs by, or in respect of, persons employed by Seller arising out of events occurring prior to the date hereof, regardless of whether such employment had terminated and regardless of whether such employee is employed by Purchaser, whether reported or unreported as of the date hereof, and whether insured or uninsured (including, but not limited to, workers' compensation, life insurance, medical and disability programs), Seller shall, at its own expense, honor, or cause its insurance carriers, if any, to honor, such claims in accordance with the terms and conditions of such programs or applicable workers' compensation statutes, including any construction of such terms or conditions ultimately made by any court or administrative body having jurisdiction thereover. Without limiting the scope of the preceding sentence, Seller and its affiliates shall be responsible for any and all claims and liabilities arising out of or relating to (i) Seller's employment of the Transferred Employees or any former employees of Seller, (ii) the termination by Seller of the employment of any such Transferred Employee, former employee, consultant or other agent of Seller, and (iii) the provision by Seller of any employee benefits to such Transferred Employees, former employees, retirees, disabled employees, or agents of Seller (and their beneficiaries and eligible dependents) attributable to their employment with, or their participation in any plans or programs maintained or contributed to by, Seller or any of its affiliates. Purchaser shall assume liability for all workers' compensation claims for industrial injuries and illnesses, and any and all claims and liabilities, occurring after the Closing Date in respect to the Transferred Employees. Each Transferred Employee shall be eligible to participate in Purchaser's benefit plans, subject to any limits or exclusions imposed by the applicable insurance company, such as exclusions for pre-existing conditions.

2.5 Intellectual Property. Seller hereby assigns to Purchaser the Intellectual Property and agrees to execute any additional forms or agreements necessary to effect the foregoing.

2.6 Escrow of Shares. Seller hereby directs Purchaser to deliver the Shares to Proskauer Rose LLP, as escrow agent, to be held and disbursed in accordance with the terms of an escrow agreement to be agreed by such firm and the parties hereto.