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(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

(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.