1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 6, 1999 (July 23, 1999) CNET, Inc. -------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 0-20939 13-3696170 --------------- ---------------- ------------------- (STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER JURISDICTION OF NUMBER) IDENTIFICATION NO.) INCORPORATION) 150 Chestnut Street, San Francisco, California 94111 ---------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: (415) 395-7800

2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Effective July 23, 1999, CNET, Inc. (the "Registrant" or the "Company"), acquired GDT S.A., a Swiss Societe Anonyme ("GDT"), for approximately $50 million in cash and stock. In connection with the acquisition, the Registrant issued 429,185 shares of its common stock, having a value of approximately $20 million, to certain shareholders of GDT. The number of shares issued was based upon the average closing price of the Registrant's common stock on the Nasdaq National Market, as reported in the West Coast Edition of the Wall Street Journal for the five trading days immediately prior to July 23, 1999. In addition, the Registrant paid the shareholders of GDT $30 million in cash. The purchase price was agreed upon by negotiation among the parties. GDT is an Internet provider of technology product information that has developed a database of product images, descriptions, and specifications. The assets acquired include real property on which GDT's offices are located, in a building partially leased by GDT to a commercial tenant. The Registrant intends to continue these same uses. For more information with respect to the terms of the GDT acquisition, reference is made to the Stock Purchase Agreement attached as Exhibit 2.1 to this report, which is incorporated herein by reference. Effective July 29, 1999, the Registrant acquired Nordby International, Inc., a Colorado corporation ("Nordby"), for a total purchase price of approximately $20 million, through a merger of Nordby into the Company (the "Merger"). In connection with the Merger, the Registrant issued 230,000 shares of its common stock, having a value of approximately $10 million, to Neil Nordby, the sole shareholder of Nordby (the "Shareholder"). The number of shares issued was based on the average closing price of the Registrant's common stock on the Nasdaq National Market, as reported in the West Coast Edition of the Wall Street Journal for the five trading days immediately prior to July 29, 1999. In addition, the Registrant paid the Shareholder $5 million in cash at the closing of the Merger from money market accounts maintained by the Company and delivered a $5 million promissory note to the Shareholder, payable on the two year anniversary of the closing. The purchase price was agreed upon by negotiation among the parties. Nordby is a provider of customized financial information to over 275 online and print media partners. For more information with respect to the terms of the Nordby acquisition, reference is made to the Agreement and Plan of Merger attached as Exhibit 2.2 to this report, which is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a)(1) Financial Statements 2

3 In accordance with paragraph (a)(4) of Item 7 of Form 8-K, the historical financial statements required in connection with the GDT acquisition are not included in this initial report but will be filed not later than 60 days after the date hereof. (b) Proformas In accordance with paragraph (b)(2) of Item 7 of Form 8-K, the pro forma financial information required in connection with the GDT acquisition are not included in this initial report but will be filed not later than 60 days after the date hereof. (c) Exhibits 2.1 Stock Purchase Agreement, dated as of July 23, 1999, by and among CNET, Inc., GDT S.A. and the Shareholders of GDT S.A.* 2.2 Agreement and Plan of Merger, dated as of July 29, 1999, by and among CNET, Inc., Nordby International, Inc., and Neil Nordby, the sole shareholder of Nordby.* ----------------- * The schedules to this agreement have been omitted in reliance upon Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. 3

4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 6, 1999 CNET, INC. By: /s/ DOUGLAS N. WOODRUM --------------------------- Douglas N. Woodrum Chief Financial Officer

5 INDEX TO EXHIBITS <TABLE> <CAPTION> Exhibit Number Description ------- ----------- <S> <C> 2.1 Stock Purchase Agreement, dated as of July 23, 1999, by and among CNET, Inc., GDT S.A. and the Shareholders of GDT S.A. 2.2 Agreement and Plan of Merger, dated as of July 29, 1999, by and among CNET, Inc., Nordby International, Inc., and Neil Nordby. </TABLE>

1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT BY AND AMONG CNET, INC., GDT S.A. AND THE SHAREHOLDERS OF GDT S.A. JULY 23, 1999

2 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") dated as of July 23, 1999 (the "Effective Date"), is by and among GDT S.A., a Swiss Societe Anonyme (the "Company"), the shareholders of the Company listed on the signature page hereto (collectively, the "Sellers") and CNET, Inc., a Delaware corporation ("CNET"). WHEREAS, the Sellers own all of the outstanding capital stock of the Company; WHEREAS, the Sellers desire to sell all of the outstanding capital stock of the Company to CNET, and CNET desires to purchase all of the outstanding capital stock of the Company from the Sellers, on the terms and subject to the conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE I THE PURCHASE 1.1 Sale and Delivery of the Shares. Pursuant to the terms of, and subject to the conditions set forth in, this Agreement, CNET hereby agrees to purchase from the Sellers, and the Sellers hereby agree to sell to CNET, all of their respectively owned outstanding capital stock of the Company for the consideration set forth in Section 1.3. 1.2 Closing Date. Unless this Agreement is terminated pursuant to Section 8.01, and subject to the satisfaction or waiver of the conditions set forth in Article VI, the closing of the sale and purchase of the outstanding capital stock of the Company (the "Closing") shall take place at a location agreed to by the Buyer and the Sellers as soon as practicable (but in any event within five business days) after the conditions set forth in Article VI have been satisfied or waived, or at such other date, time and place as agreed upon by the parties to this Agreement (such date and time of closing being herein called the "Closing Date"). 1.3 Consideration. As consideration in full for the sale and purchase of all of the issued and outstanding capital stock of the Company, whose capital stock is set forth in Exhibit A to this Agreement (collectively, the "Shares"), CNET will pay to the Sellers an aggregate of Fifty Million Dollars U.S. ($50,000,000 U.S.) in the respective amounts set forth in Exhibit A (collectively, the "Purchase Price"). The Purchase Price will be payable as follows: (a) Thirty Million Dollars U.S. ($30,000,000 U.S.) of the Purchase Price to be paid at the Closing in cash by wire transfer of immediately available funds (to the account specified in writing by the Management Shareholders to CNET at least two business days prior to the Closing) and (b) Twenty Million Dollars U.S. ($20,000,000 U.S.) of the Purchase Price to be paid by delivery of certificates representing shares of common stock of CNET (the "CNET Stock") which will be 1

3 delivered as soon as practicable following Closing. For such purposes, the CNET Stock will be valued based on the average closing price of the common stock of CNET on the Nasdaq National Market, as reported in the West Coast Edition of the Wall Street Journal, for the five trading days immediately prior to (but not including) the Effective Date which amount is $46.60 U.S. per share, resulting in 429,185 shares of CNET Stock. The number of shares of CNET Stock to be issued to each Seller receiving CNET Stock will be rounded to the nearest whole share. The number of Shares of CNET Stock is subject to reduction pursuant to Section 5.8. Management Shareholders (as defined in Article II) shall cause the cash portion of the purchase price to be distributed to the Sellers in accordance with Exhibit A as soon as possible after the Closing. 1.4 Closing Deliveries. At the Closing, (a) CNET will pay to the Sellers the Purchase Price specified in Section 1.3 in the respective amounts specified in Exhibit A; (b) the Sellers will deliver stock certificates representing the Shares, duly endorsed for transfer or accompanied by stock powers duly executed in the name of CNET, and any other documents that are necessary to transfer to CNET good title to all such Shares; (c) the Sellers will deliver to CNET the originals or copies of any and all of the books, records, ledgers, disks, proprietary information and other data and all other written or electronic depositories of information of and relating to the Company, which delivery will be take place at the Company's principal place of business; and (d) CNET, the Sellers and the Company will execute and deliver the documents required to be delivered by each of them pursuant to Article VI. 1.5 Further Assurances. At or after the Closing, and without further consideration, the Sellers will execute and deliver to CNET such further instruments of conveyance and transfer as CNET may reasonably request in order to more effectively convey and transfer the Shares to CNET and to put CNET in operational control of the Company, or for aiding, assisting, collecting and reducing to possession any of the Shares and the assets of the Company and exercising rights with respect thereto. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE MANAGEMENT SHAREHOLDERS The Sellers listed on Exhibit F (the "Management Shareholders") hereby jointly and severally represent and warrant to CNET that: 2.1 Organization and Qualification. The Company is a Societe Anonyme duly organized, validly existing and in good standing under the laws of Switzerland and has all requisite power and authority to own, lease and operate its properties and to conduct its business as presently conducted. The Company is duly authorized, qualified or licensed to do business and is in good 2

4 standing in each state or other jurisdiction in which its assets are located or in which its business or operations, as presently conducted, make such qualification necessary. The Company is not required to be qualified to do business as a foreign corporation in any jurisdiction. The Company does not operate under any assumed names in any jurisdictions. 2.2 Authority. The Company has all requisite corporate power and authority to execute, deliver and perform under this Agreement and all other agreements, certificates and instruments to be executed by the Company in connection with or pursuant to this Agreement (collectively, the "Company Documents"). The execution, delivery and performance by the Company of each Company Document to which it is a party has been duly authorized by all necessary action on the part of the Company. This Agreement has been, and at the Closing the other Company Documents will be, duly executed and delivered by the Company. This Agreement is, and, upon execution and delivery by the Company at the Closing, each of the other Company Documents will be, a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding of law or in equity). 2.3 Formation Documents. The Sellers and the Company have made available to CNET true, correct and complete copies of the Company's Articles of Incorporation, excerpt from the Registre du commerce de Vevey which reflects the current status of the Company, Rules of Organization within the meaning of Article 716(b) of the Swiss Code of Obligations (the "Rules of Organization") and operating agreements, minute books, stock record books and all other organizational documents of the Company. Such records include minutes or consents reflecting all actions taken by the directors, committees and stockholders of the Company. The Company is not in violation of its Articles of Incorporation or of its Rules of Organization. 2.4 Capitalization of the Company. The capital stock of the Company consists of issued and outstanding stock of CHF 333,830, which is divided into 33,383 fully paid-up registered shares of nominal value CHF 10 each. The Shares constitute all of the issued and outstanding capital stock of the Company. The Shares have been duly authorized and validly issued in compliance with all applicable laws, and are fully paid and nonassessable and free of preemptive rights. The Company does not hold any shares of its capital stock as treasury shares, and has no shares of capital stock reserved for any purpose. There are no outstanding options, warrants, convertible or exchangeable securities or other rights, agreements, arrangements or commitments obligating any of the Sellers or the Company, directly or indirectly, to issue, sell, purchase, acquire or otherwise transfer or deliver any shares of capital stock or other equity interest in, or any agreement, document, instrument or obligation convertible or exchangeable therefore, the Company except an authorized capital increase decided at an extraordinary general meeting of shareholders on July 5, 1999, of authorized stock of 450 shares of nominal value CHF 10 each which may be issued at the discretion of the Company's board of directors within the limits of Article 5 of the Articles of Incorporation and applicable law and within two years from the registration with the commercial register of the amendment on such authorized capital. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any 3

5 Person (as defined in Section 2.14) is or may be entitled to receive any payment based on the revenues or earnings, or calculated in accordance therewith, of the Company. There are no voting trusts, proxies or other agreements or understandings to which the Company is a party or by which the Company is bound with respect to the voting of any equity capital of the Company. No Bons de Jouissance have been issued by the Company. 2.5 Subsidiaries and Other Interests. The Company has no subsidiaries and does not own any equity or debt interest or any form of proprietary interest in any Person, or any obligation, right or option to acquire any such interest. 2.6 Title to Assets. (a) Set forth in Schedule 2.6(a) is a complete list of all assets of the Sellers or the Company used in or associated with the business of the Company (the "Business"), including but not limited to (i) all real property owned by the Company or used in or associated with the Business (including the street address), (ii) all real property leased or otherwise used in or associated with the Business (including the street address), and (iii) each vehicle owned or leased by the Company used in or associated with the Business. (b) The Company has good and marketable title to all of the assets it purports to own, and owns all of such assets free and clear of any Liabilities (as defined in Section 2.11) and any Liens, other than (i) statutory liens securing current taxes and other obligations that are not yet delinquent and (ii) minor imperfections of title and encumbrances that do not materially detract from or interfere with the present use or value of such properties. The Company holds a valid leasehold interest in all of the leased assets of the Company. (c) The real property owned or leased by, or used in or associated with the Business (the "Real Property") is zoned for a classification that permits the continued use of the Real Property in the manner currently used by the Company. None of the Real Property is used for any residential purposes. The Closing will not result in a violation of, or any action or claim arising under Lex Friedrich or Lex Koller. There are no actions pending or, to the knowledge of the Company, threatened that would alter the current zoning classification of the Real Property or alter any applicable laws, statutes, regulations, codes, covenants, conditions or restrictions that would adversely affect the use of the Real Property in the Business. The Company has not received notice from any insurance companies or any governmental or quasi-governmental agency, authority, commission, board or other body (collectively, a "Governmental Body") of any defects or inadequacies in the Real Property or the improvements thereon that would adversely affect the insurability or usability of the Real Property or such improvements or prevent the issuance of new insurance policies thereon at rates not materially higher than present rates. To the knowledge of the Company, no fact or condition exists that would result in the discontinuation of necessary utilities or services to the Real Property or the termination of current access to and from the Real Property. 4

6 (d) The Closing will not, by operation of law or otherwise, result in the Company's forfeiture of its title to the Company's assets, including, without limitation, the Real Property. 2.7 Condition of Assets. All of the assets of the Company, including any assets held under leases or licenses, are in good condition and repair, ordinary wear and tear excepted, and are in good working order and have been properly and regularly maintained. 2.8 No Violation. The execution, delivery and performance of the Seller Documents and the consummation of the transactions contemplated thereby, including without limitation the sale of the Shares to CNET, will not (i) conflict with or violate the Registre du Commerce and Articles of Association, in each case as amended or restated, of the Company: (ii) conflict with or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment, or decree (collectively, "Laws") applicable to the Company or by which any of its properties or assets is bound or subject; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Lien or encumbrance on any of the properties or assets of the Company pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company is a party or by or to which the Company or any of its properties or assets is bound or subject. 2.9 Consents. (a) Except for the consent of the Company's Board of Directors as described in Section 6.1(p), no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Body or any other Person is required on the part of any of the Sellers or the Company in connection with the sale and purchase of the Shares or any of the other transactions contemplated by the Seller Documents. (b) No consent, approval, or authorization is required on the part of any party to a Material Contract (as defined in Section 2.17(a)) in connection with the sale and purchase of the Shares or any of the other transactions contemplated by the Seller Documents. 2.10 Financial Statements; Statistics. (a) Attached as Schedule 2.10(a) are true and complete copies of (i) the unaudited balance sheet of the Company (the "Latest Balance Sheet") as of June 30, 1999 (the "Latest Balance Sheet Date") and the related unaudited statements of operations and cash flow for the six (6) months then ended, and (ii) the audited balance sheet of the Company as of December 31, 1998 and the related audited statements of operations and cash flow for the year then ended (collectively, the "Financial Statements"). The Financial Statements present fairly the financial condition of the Company at the dates specified and the results of its operations for the periods specified and have been prepared in accordance 5

7 with Swiss generally accepted accounting principles applied on a consistent basis ("GAAP"), subject in the case of the unaudited statements to the absence of footnote disclosure and other presentation items and to changes resulting from normal period-end adjustments for recurring accruals, which will not be material, individually or in the aggregate. The Financial Statements do not contain any items of a special or nonrecurring nature, except as expressly stated therein. The Financial Statements have been prepared from the books and records of the Company, which accurately and fairly reflect the transactions of, acquisitions and dispositions of assets by, and incurrence of Liabilities by the Company. (b) All inventories reflected in the Latest Balance Sheet or included in the assets of the Company are of good and merchantable quality and are salable in the ordinary course of business (in the case of inventory held for sale) or currently usable (in the case of other inventory). The value of the inventories reflected in the Latest Balance Sheet are stated in accordance with GAAP. (c) All accounts receivable reflected in the Latest Balance Sheet or generated since the Latest Balance Sheet arose in the ordinary course of business and to the Company's knowledge, are fully collectible in the ordinary course of business, without resort to litigation, at the face amount thereof less any reserve reflected in the Latest Balance Sheet, and will not be subject to counterclaim, set-off or other reduction. (d) The total Liabilities of the Company of the type that would be reflected in a balance sheet of the Company prepared as of the Closing Date in accordance with GAAP do not exceed One Million Six Hundred Thousand U.S. Dollars ($1,600,000 U.S.) and the Company has cash on hand of at least Four Hundred Thousand U.S. Dollars ($400,000 U.S.). 2.11 Absence of Undisclosed Liabilities. The Company has no direct or indirect debts, obligations or liabilities of any nature, whether absolute, accrued, contingent, liquidated or otherwise, and whether due or to become due, asserted or unasserted (collectively, "Liabilities") except for (i) Liabilities reflected on the Latest Balance Sheet; (ii) current Liabilities incurred in the ordinary course of business and consistent with past practice after the Latest Balance Sheet Date; and (iii) Liabilities incurred in the ordinary course of business and consistent with past practice under any Material Contract and under other agreements entered into by the Company in the ordinary course of business that are not included within the definition of Material Contracts set forth in Section 2.17(a), which Liabilities are not required by GAAP to be reflected in the Latest Balance Sheet. For purposes of this Agreement, ordinary course Liabilities do not include, without limitation, any Liabilities under an agreement or otherwise that result from any breach or default (or event that with notice or lapse of time would constitute a breach or default), tort, infringement or violation of any Law by the Company or any of the Sellers. 2.12 Absence of Certain Changes or Events. Except as set forth in Schedule 2.12, since December 31, 1998, the Company has conducted its business only in the ordinary course and in a manner consistent with past practice and there has not been: (a) any damage, destruction or loss 6

8 (whether or not covered by insurance) with respect to any material assets of the Company; (b) any change by the Company in its accounting methods, principles or practices; (c) any declaration, setting aside or payment of any dividends or distributions in respect of shares of the capital stock of the Company or any redemption, purchase or other acquisition by the Company of any of its securities; (d) any increase in the benefits under, or the establishment or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing or other employee benefit plan, or any increase in the compensation payable or to become payable to directors, officers or employees of the Company, except for annual bonuses or merit increases in salaries or wages in the ordinary course of business and consistent with past practice; (e) any payment or other transfer of assets by the Company to any Seller, other than compensation payments in the ordinary course of business and consistent with past practice; (f) any revaluation by the Company of any of its assets, including the writing down or off of notes or accounts receivable, other than in the ordinary course of business and consistent with past practices; (g) any entry by the Company into any commitment or transaction material to the Company including, without limitation, incurring or agreeing to incur capital expenditures in excess of Fifty Thousand Dollars U.S. ($50,000 U.S.), or the local currency equivalent thereof; (h) any incurrence of indebtedness for borrowed money other than trade payables incurred in the ordinary course of business; (i) the termination of employment (whether voluntary or involuntary) of any officer or key employee of the Company; or (j) any change, occurrence or circumstance having or reasonably likely to have, individually or in the aggregate, a material adverse effect on the business, operations, assets, financial condition, results of operations or prospects of the Company. 2.13 Taxes. All required federal, cantonal, communal and other tax returns, notices and reports (including without limitation income, capital, property, sales, use, value added, franchise, withholding, social security and unemployment tax returns) relating to or involving transactions with the Company have been accurately prepared and duly and timely filed by the Company, and all taxes required to be paid by the Company with respect to the periods covered by any such returns have been timely paid. No tax deficiency has been proposed or assessed against the Company, and the Company has not executed any waiver of any statute of limitations on the assessment or collection of any tax. No tax audit, action, suit, proceeding, investigation or claim is now pending or, to the knowledge of the Company, threatened against the Company, and no issue or question has been raised (and is currently pending) by any taxing authority in connection with the Company's tax returns or reports or the failure of the Company to file any tax return or report. The Company has withheld or collected from each payment made to each of its employees the full amount of all taxes required to be withheld or collected therefrom and has paid same to the proper tax receiving officers or authorized depositaries. CNET will not be responsible for any income, sales, use, excise or other tax that arises out of or results from the sale of the Shares hereunder, the operation of the Company prior to the Closing or any other transaction or activity of the Sellers or the Company, excluding (in each case) taxes attributable to the income of CNET after the Closing and to the ownership and operation of the Company after the Closing. 2.14 Absence of Litigation. There are currently no pending or, to the knowledge of the Company, threatened lawsuits, administrative proceedings or reviews, or formal or informal complaints or investigations by any individual, corporation, partnership, Governmental Body or 7

9 other entity (collectively, a "Person") against or relating to the Company or any of its directors, officers, employees or agents (in their capacities as such) or to which any of the assets of the Company is subject. The Company is not subject to or bound by any currently existing judgment, order, writ, injunction or decree. 2.15 Permits; Compliance. The Company does not require any franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders ("Permits") necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company and its assets and operations are currently and have at all times been in compliance with all Laws applicable to the Company and its operations or by or to which any of its assets is bound or subject, including without limitation all Laws related to environmental protection, employee benefits, labor and employment and occupational health and safety. The Company has not received from any Governmental Body any written notification with respect to possible violations of Laws. 2.16 Employee Matters. Set forth on Schedule 2.16 is a complete list of all current employees of the Company, including date of employment, current title and compensation, and date and amount of last increase in compensation. Except as set forth on Schedule 2.16, the Company has no collective bargaining, union or labor agreements, contracts or other arrangements with any group of employees, labor union or employee representative and to the knowledge of the Company there are no organization efforts currently being made or threatened by or on behalf of any labor union with respect to employees of the Company. The Company is in compliance with all provisions of each applicable collective bargaining agreement, and no complaint alleging any violation of such provisions has been filed or, to the knowledge of the Company, threatened to be filed with or by any Governmental Body. The Company has not experienced, and the Company does not know or have reasonable grounds to know of any basis for, any strike, material labor trouble, work stoppage, slow down or other interference with or impairment of the Business. The Company has not experienced, and the Company does not know or have reasonable grounds to know of any basis for any strike, material labor trouble, work stoppage, slow down or other interference with or impairment of the Business. No claims or disputes exist between the Company and any of its employees. 2.17 Material Contracts. (a) Schedule 2.17(a) lists each agreement and arrangement (whether written or oral and including all amendments thereto) to which the Company is a party or a beneficiary or by which the Company is bound that is material, directly or indirectly, to the business of the Company (collectively, the "Material Contracts"), including without limitation (i) any licensing, advertising, promotion, consulting or services agreements pursuant to which the Company earns revenue; (ii) any licensing, supply, or services agreements pursuant which the Company is entitled or obligated to acquire any assets or services from any person through payment(s) in the aggregate of more than Ten Thousand Dollars U.S. ($10,000 U.S.), or the local currency equivalent thereof in any twelve-month period; (iii) any insurance policies; (iv) any employment, consulting, non-competition, separation, collective bargaining, union or labor agreements or 8

10 arrangements; (v) any agreement evidencing, securing, guarantying or otherwise relating to any indebtedness for which the Company has any Liability other than trade payables incurred in the ordinary course of business that are Liabilities less than Ten Thousand Dollars U.S. ($10,000 U.S.), or the local currency equivalent thereof, (vi) any agreement with or for the benefit of any stockholder of the Company, or any affiliate or family member thereof (which agreements are specifically identified as such in Schedule 2.17(a)); (vii) any real property leases or any capital or operating leases or conditional sales agreements relating to vehicles or equipment; and (viii) any other agreement or arrangement pursuant to which the Company could be required to make or be entitled to receive aggregate payments in excess of Fifty Thousand Dollars U.S. ($50,000 U.S.), or the local currency equivalent thereof. The contracts identified in Schedule 2.17(a)(i) provide for revenues consistent with the GDT Effective and Forecasted Revenues for 1999 attached hereto with Schedule 2.17. (b) The Company has performed in all material respects all of its obligations under each Material Contract and there exists no breach or default (or event that with notice or lapse of time would constitute a breach or default) on the part of the Company or, to the Company's knowledge on the part of any other party thereto, under any Material Contract. (c) Each Material Contract is valid, binding and in full force and effect and enforceable in accordance with its respective terms. There has been no termination or, to the Company's knowledge, threatened termination or notice of default under any Material Contract. The Company has delivered to CNET a copy of each written Material Contract and a written summary of the material terms of each oral Material Contract. 2.18 Material Customers and Suppliers. Set forth in Schedule 2.18 is a complete list of each customer of the Company that has accounted for revenues of more than Fifty Thousand U.S. Dollars ($50,000 U.S.) or the local currency equivalent thereof, in calendar year 1998 or Ten Thousand U.S. dollars ($10,000 U.S.) or the local currency equivalent thereof, during any month since January 1999 (the "Material Customers"), and indicating the amount of revenues attributable to each Material Customer during the year ended December 31, 1998 and during the interim period ending on the Latest Balance Sheet. Also set forth in Schedule 2.18 is a complete list of the Company's ten largest suppliers (the "Material Suppliers") by dollar volume of supplied goods and/or services. None of the Material Customers or Material Suppliers has threatened to, or notified the Company or any of the Sellers of any intention to, terminate or materially alter its relationship with the Company, and there has been no material dispute with a Material Customer or Material Supplier since January 1, 1996. 2.19 Intellectual Property. (a) For purposes of this Agreement, "Intellectual Property" means all of the Company (i) patents, copyrights and copyrightable works, trademarks, service marks, trade names, service names, brand names, logos, trade dress, Internet domain names and all goodwill symbolized thereby and appurtenant thereto; (ii) trade secrets, inventions, 9

11 technology, know-how, proprietary information, research material, specifications, surveys, designs, drawings and processes; (iii) computer software and related documentation, including without limitation operating software, network software, firmware, middleware, design software, design tools, management information systems, systems documentation and instructions, databases and the tangible objects in which the foregoing rights are embodied (collectively, "Software"); (iv) artwork, photographs, editorial copy and materials, formats and designs, including without limitation all content currently or previously displayed through Internet sites operated by the Company; (v) customer, partner, prospect and marketing lists, market research data, sales data and traffic and user data; (vi) registrations, applications, recordings, common law rights, "moral" rights of authors, licenses (to or from the Company) and other agreements relating to any of the foregoing; (vii) rights to obtain renewals, reissues, extensions, continuations, divisions or equivalent extensions of legal protection pertaining to the foregoing; and (viii) claims, causes of action or other rights at law or in equity arising out of or relating to any infringement, misappropriation, distortion, dilution or other unauthorized use or conduct in derogation of the foregoing occurring prior to the Closing. (b) Except as set forth in Schedule 2.19, there are no registrations or applications for registration of any Intellectual Property or any licenses (to or from the Company) with respect to any registered Intellectual Property. (c) The Company owns or has the right to use pursuant to Material Contracts all Intellectual Property used by the Company in connection with or necessary to the operation of its business, without infringing on the rights of any person. The Company is not obligated to pay any royalty or other consideration to any person in connection with the use of any such Intellectual Property. (d) No claim has been asserted against the Company to the effect that the use of any Intellectual Property by the Company infringes the rights of any person. To the Company's knowledge, no other person is currently infringing upon the rights of the Company with respect to the Company's Intellectual Property. 2.20 Competing Interests. Neither any of the Management Shareholders, the Company, nor any director, officer, agent or employee of the Company, or any affiliate or immediate family member of any of the foregoing (a) owns, directly or indirectly, an interest in any Person that is a competitor, customer or supplier of the Company or that otherwise has material business dealings with the Company or (b) is a party to, or otherwise has any direct or indirect interest opposed to the Company under, any Company Agreement or other business relationship or arrangement material to the Company. 2.21 Illegal Payments. Neither any of the Sellers, the Company, nor any of the Company's directors, officers, agents or employees, or any affiliate or immediate family member of any of the foregoing has used any funds of the Company for unlawful contributions, gifts, entertainment or other unlawful expenses or payments. Neither the Company, nor any of the Company's directors, or officers, or Albert de Heer, Rudolf de Heer, Eric Blaettler, Constantin 10

12 Zabrodine, Alexander Kviatkevitch, Mark Buckingham, or Eva Buckingham, or to the Company's knowledge, ORTA Electronics, has (a) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (b) made any other unlawful payment. 2.22 Year 2000 Compliance. All hardware, firmware, software and computer systems of the Company are, or will be by the Closing, Year 2000 Compliant (as defined below) and shall continue to function in accordance with their intended purpose without material error or material interruption as a result of the transition to the year 2000. The Company does not need to incur any additional costs to become Year 2000 Compliant. As used herein, "Year 2000 Compliant" means, with respect to any Person, that the hardware, firmware, software and computer systems of such Person (i) will completely and accurately address, produce, store and calculate data involving dates before, on and after January 1, 2000 and will not produce abnormally ending or incorrect results involving such dates as used in any forward or regression dated based functions; and (ii) will provide that date-related functionalities and data fields include the indication of century and millennium and will perform calculations that involve a four-digit year. 2.23 Brokers. Neither the Sellers nor the Company have incurred, nor will they incur, any liability for brokers' or finders' fees or agents' commissions in connection with this Agreement or the transactions contemplated hereby. 2.24 Insurance. Set forth in Schedule 2.24 is a complete and accurate list of all primary, excess and umbrella policies, bonds and other forms of insurance currently owned or held by or on behalf of and/or providing insurance coverage to the Company and its businesses, properties and assets (and its directors, officers, salespersons, agents or employees). All such policies are in full force and effect. The Company has not received a notice of default under any such policy and has not received written notice of any pending or threatened termination or cancellation, coverage limitation or reduction, or material premium increase with respect to any such policy. Schedule 2.24 also sets forth a complete and accurate summary of all of the self-insurance coverage provided by the Company. No letters of credit have been posted and no cash has been restricted to support any reserves for insurance. The Company's insurance policies are issued by insurers of recognized responsibility and insure the Company and its business, properties and assets against such losses and risks, and in such amounts, as are customary in the case of corporations of established reputation engaged in the same or similar businesses and similarly situated. 2.25 Investor Representations. (a) The Sellers identified on Exhibit A as individuals receiving shares of CNET Stock ("Shareholders Receiving CNET Stock") understand that the CNET Stock to be issued to the Shareholders Receiving CNET Stock pursuant to Section 1.03 hereof has not been registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon the exemption provided by Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering and will constitute "restricted 11

13 securities" under the Securities Act. Consequently, the Shareholders Receiving CNET Stock will be able to resell such CNET Stock only (i) pursuant to an effective registration statement covering such resale or (ii) pursuant to an exemption from registration, such as the exemption provided under rule 144 under the Securities Act ("Rule 144"). (b) Each of the Shareholders Receiving CNET Stock (i) has a preexisting personal or business relationship with the Company, (ii) by reason of such Shareholders Receiving CNET Stock business or financial experience or the business or financial experience of such Shareholders Receiving CNET Stock professional advisors who are unaffiliated with and who are not compensated by CNET or any affiliate or selling agent of CNET, directly or indirectly, could be reasonably assumed to have the capacity to protect such Shareholders Receiving CNET Stock interests in connection with this Agreement, (iii) is a citizen of the country identified on Exhibit A, and (iv) is acquiring the CNET Stock for investment for their accounts, not as nominees or agents, and not with a view to the resale or distribution of any part thereof in a manner that would violate the registration provisions of the Securities Act or any other applicable securities laws. (c) The Shareholders Receiving CNET Stock acknowledge that (i) they have had access to CNET's filings with the U.S. Securities and Exchange Commission, including, without limitation, as available on www.sec.gov, and (ii) they have been given sufficient opportunity to ask questions of representatives of CNET and to receive reasonable additional information to the extent requested in connection with their evaluation of an investment in the CNET Stock. (d) The Shareholders Receiving CNET Stock acknowledge that the CNET Stock will bear a restrictive legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND THE HOLDER HEREOF CANNOT MAKE ANY SALE, ASSIGNMENT, OR OTHER TRANSFER OF SUCH SECURITIES WITHOUT REGISTRATION UNDER OR EXEMPTION FROM SUCH ACTS AND LAWS. THE ISSUER MAY REQUIRE EVIDENCE OF SUCH REGISTRATION OR EXEMPTION PRIOR TO ANY SUCH TRANSFER." 2.26 Share Certificates. On the Effective Date, the Sellers have deposited with Giovanni M. Rossi stock certificates representing all of the Shares to be held in escrow and delivered on the Closing. 2.27 Powers of Attorney. All of the Powers of Attorney given by Sellers to Giovanni M. Rossi or Albert de Heer attached hereto as Exhibit H, provide Giovanni M. Rossi or Albert de Heer, as the case may be, authorization to execute and perform this Agreement on behalf of the Sellers executing same and are in full force and effect and have not been revoked. 12

14 2.28 Environmental Matters. (a) Without limiting the generality of the other representations and warranties set forth in this Article II, (i) the Company has conducted its business in compliance with all applicable Environmental Laws (as herein defined), including without limitation by having all Permits required under any Environmental Laws for the operation of its business; (ii) none of the Real Property contains any Hazardous Substance (as herein defined) in amounts exceeding the levels permitted by applicable Environmental Laws; (iii) the Company has not received any notices, demand letters or requests for information from any Governmental Body or other Person indicating that the Company may be in violation of, or liable under, any Environmental Law or relating to any of its current or former assets; (iv) no reports have been filed, or are required to be filed, by the Company concerning the release of any Hazardous Substance or the threatened or actual violation of any Environmental Law; (v) no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law to or from any Real Property or as a result of any activity of the Company; (vi) there have been no environmental investigations, studies, audits, tests, reviews or other analyses regarding compliance or noncompliance with any Environmental Law conducted by or which are in the possession of the Company or the Sellers relating to the activities of the Company or any of the Real Property that have not been delivered to Buyer prior to the date hereof; (vii) there are no underground storage tanks on, in or under any of the Real Property, and no underground storage tanks have been closed or removed from any of the Real Property; (viii) there is no asbestos present in any of the Real Property, and no asbestos has been removed from any of the Real Property; and (ix) neither the Company nor any of its assets are subject to any Liabilities or expenditures relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or claim asserted or arising under any Environmental Law. (b) As used herein, "Environmental Law" means any law, statute, ordinance, rule, regulation, Permit, order, judgment, decree, requirement or agreement with any Governmental Body relating to (i) the protection, preservation or restoration of the environment or (ii) the use, storage, generation, transportation, processing, production, release or disposal of Hazardous Substances, in each case as amended and in effect on the date of the Closing. (c) As used herein, "Hazardous Substance" means any substance presently or hereafter listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous under any Environmental Law. Hazardous Substance includes any substance to which exposure is regulated by any Governmental Body or any Environmental Law. 2.29 Employee Benefit Plans. (a) Set forth in Schedule 2.29 attached is a complete and correct list of all employee benefit plans, all plans or policies providing for fringe benefits (including but not limited to vacation, paid holidays, personal leave, employee discounts, educational 13

15 benefits or similar programs), and each other bonus, incentive compensation, deferred compensation, profit sharing, stock, severance, retirement, health, life, disability, group insurance, employment, stock option, stock purchase, stock appreciation right, supplemental unemployment, layoff, consulting, or any other similar plan, agreement, policy or understanding (whether written or oral, qualified or nonqualified, currently effective or terminated), and any trust, escrow or other agreement related thereto, which (i) is or has been established, maintained or contributed to by the Company or any Company affiliate or with respect to which the Company or any Company affiliate has any liability, or (ii) provides benefits, or describes policies or procedures applicable, to any officer, employee, director, former officer, former employee or former director of the Company or any Company affiliate, or any dependent thereof, regardless of whether funded (each, an "Employee Benefit Plan," and collectively, the "Employee Benefit Plans"). (b) Each Employee Benefit Plan has been operated in compliance with all applicable laws. There are no unfunded liabilities with respect to any Employee Benefit Plan and no withdrawal liability has been incurred that has not been satisfied; and all contributions to each Employee Plan have been timely made. (c) With respect to each Employee Benefit Plan, the Management Shareholders have furnished to CNET true, correct and complete copies of (i) the plan documents (including amendments and summary plan descriptions); (ii) all related trust agreements, insurance contracts or other funding agreements which implement such Employee Benefit Plan; and (iii) all other documents, records or other materials related thereto reasonably requested by Buyer. (d) Other than as made in the written employment agreements identified on Schedule 2.17, no written or oral representations have been made to any employee or officer or former employee or officer of the Company promising or guaranteeing any coverage under any Employee Benefit Plan for any period of time beyond the end of the current plan year. (e) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of payment or vesting, or increase the amount of compensation (including amounts due under an Employee Benefit Plan) due to any employee, officer, former employee or former officer of the Company; (ii) require the Company to make a larger contribution to, or pay greater benefits or provide owner rights under, any Employee Benefit Plan than it otherwise would, or (iii) create or give rise to any additional vested rights or serve as credits under any Employee Benefit Plan. 14

16 (f) No condition exists that would subject CNET, any affiliate or the Company to any excise tax, penalty tax or fine related to any Employee Benefit Plan. (g) Other than routine claims for benefits, there are no actions, suits, claims, audits, or investigations pending or, to the Sellers' knowledge, threatened against, or with respect to, any of the Employee Benefit Plans or their assets; and all contributions required to be made to the Employee Benefit Plans have been made timely. (h) Each Employee Benefit Plan is in compliance with the applicable requirements for reporting and disclosure to participants under applicable laws with respect to that Employee Benefit Plan and all required annual returns and other reports and disclosures that each such Employee Benefit Plan is required to file or furnish to governmental agencies, Employee Benefit Plan participants, or Benefit Plan beneficiaries have been filed or furnished in accordance with applicable law in a timely manner. (i) All contributions and payments with respect to each Employee Benefit Plan required pursuant to the terms of each Employee Benefit Plan or applicable law have been made on a timely basis. 2.30 Right of First Refusal. The Sellers do not have any rights of first refusal as previously provided in Article 10 of the Articles of Incorporation of the Company. 2.31 AAA. Effective on the Closing, the Company shall not have any obligations to A.A.A. Beteiligungs-Invest AG ("A.A.A."), including, without limitation, related to the loan agreement identified on Schedule 2.12. 2.32 No Misrepresentations. The representations, warranties and statements made by the Sellers in or pursuant to this Agreement are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not misleading. The Sellers and the Company have disclosed to CNET all facts and information material to the proposed purchase of the Shares hereunder that is known to such parties. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS The Sellers each individually represent and warrant to CNET that: 15

17 3.1 Authority. The Sellers have all requisite legal capacity, power and authority to execute, deliver and perform under this Agreement and all other agreements, certificates and instruments to be executed by the Sellers in connection with or pursuant to this Agreement (collectively, the "Seller Documents"). The execution, delivery and performance by the Sellers of each Seller Document to which it is a party has been duly authorized by all necessary action on the part of the Sellers. This Agreement has been, and at the Closing the other Seller Documents will be, duly executed and delivered by the Sellers (to the extent each is a party thereto). This Agreement is, and, upon execution and delivery by the Sellers at the Closing, each of the other Seller Documents will be, a legal, valid and binding agreement of the Sellers (to the extent each is a party thereto), enforceable against each of the Sellers in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding of law or in equity). 3.2 Title to Shares. The Sellers own of record and beneficially the Shares in the share amounts set forth next to their respective names on Exhibit A to this Agreement, free and clear of any lien, pledge, security interest, liability, charge or other encumbrance or claim of third parties (the "Liens"). Upon sale of the Shares and delivery of certificates therefor to CNET, CNET will acquire the entire legal and beneficial interest in the Shares, free and clear of any Liens and subject to no legal or equitable restrictions of any kind (except any Liens created by CNET). ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CNET CNET represents and warrants to the Sellers that: 4.1 Organization. CNET is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to conduct its business as presently conducted. CNET is duly authorized, qualified or licensed to do business and is in good standing in each state or other jurisdiction in which its assets are located or in which its business or operations, as presently conducted, make such qualification necessary. 4.2 Authority. CNET has all requisite corporate power and authority to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by CNET in connection with or pursuant to this Agreement (collectively, the "CNET Documents"). The execution, delivery and performance by CNET of each CNET Document have been duly authorized by all necessary action on the part of CNET. This Agreement has been, and at the Closing the other CNET Documents will be, duly executed and delivered by CNET. This Agreement is, and, upon execution and delivery by CNET at the Closing, each of the other CNET Documents will be, a legal, valid and binding agreement of CNET, enforceable against CNET in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of 16

18 creditors' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding of law or in equity). 4.3 No Violation. The execution, delivery and performance of the CNET Documents and the consummation of the transactions contemplated thereby will not (i) conflict with or violate the charter or certificate of incorporation or the bylaws, in each case as amended or restated, of CNET; (ii) conflict with or violate any Laws applicable to CNET or by which any of its properties or assets is bound or subject; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which CNET is a party or by or to which CNET or any of its properties is bound or subject. 4.4 Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Body is required on the part of CNET in connection with the sale and purchase of the Shares or any of the other transactions contemplated by the CNET Documents. 4.5 Brokers. CNET has not incurred and will not incur any liability for brokers' or finders' fees or agents' commissions in connection with this Agreement or the transactions contemplated hereby. 4.6 CNET Stock. When issued to the Management Shareholders pursuant to the terms hereof, the CNET Stock shall constitute duly authorized, validly issued shares of CNET, fully paid and non-assessable, and the Management Shareholders shall acquire good and marketable title to such CNET Stock, free and clear of any Liens, except for the securities restrictions described in Section 3.3 hereof or any other restrictions imposed by applicable law. ARTICLE V COVENANTS AND AGREEMENTS 5.1 Affirmative Covenants of the Company. The Company and the Management Shareholders hereby covenant and agrees that, prior to the Closing, unless otherwise expressly contemplated by this Agreement or consented to in writing by CNET, the Company will and the Management Shareholders will cause the Company to: (a) operate its business only in the usual and ordinary course consistent with past practices; (b) use commercially reasonable efforts to preserve substantially intact its business organization, maintain its Material Contracts, and Intellectual Property and other material rights, retain the services of its respective officers and key employees and maintain its relationships with its Material Customers and Material Suppliers; (c) use commercially reasonable efforts to maintain and keep its assets in as good condition and repair as at present, ordinary wear and tear excepted; 17

19 (d) maintain and keep in full force and effect insurance comparable in amount and scope of coverage to that currently in effect; and (e) from the date of this Agreement and to the Closing, promptly supplement or amend the Schedules to this Agreement with respect to any matter that arises or that is required to be set forth or listed in the Schedules or is necessary to complete or correct any information in the Schedules; provided, that for purposes of determining the rights and obligations of the parties hereunder (other than the obligation of the Company under this Section 5.1(e)), any such supplemental or amended disclosure will not be deemed to have been disclosed to CNET unless CNET otherwise expressly consents in writing. CNET shall not unreasonably withhold its consent with respect to any matter that arises after the date of this Agreement and is required to be set forth or listed in the Schedules or is necessary to complete or correct any information in the Schedules, provided however, that CNET's failure to consent shall not be deemed unreasonable if such disclosures would, individually or in the aggregate, impair the value or use of the acquired business or the Company. 5.2 Negative Covenants of the Company. Except as expressly contemplated by this Agreement or otherwise consented to in writing by CNET, from the date of this Agreement until the Closing, the Company will not do, and the Management Shareholders will prevent the Company from doing, any of the following: (a) amend or otherwise modify any of the Material Contracts; (b) (i) effect any reorganization or recapitalization; (ii) issue any capital stock or any option, warrant or similar agreement with respect to its capital stock; (iii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; or (iv) adopt or propose to adopt any amendments to its Registre du Commerce or Articles of Association; (c) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets, except for dispositions of inventories and of assets in the ordinary course of business and consistent with past practice; (d) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy; (e) take any action that would result in a breach (as of the Closing) of any of the representations and warranties set forth in Section 2.12; (f) pay or agree to pay any dividend, distribution, or other payment to any of its stockholders; 18

20 (g) pay or agree to pay any bonus, incentive compensation, or similar payment to any of its employees or increase the compensation of any stockholder or other employee; (h) make any material expenditure or commitment except in the ordinary course of business consistent with past practice; or (i) agree in writing or otherwise to do any of the foregoing. 5.3 Restrictive Covenant. The Management Shareholders acknowledge that each was a beneficial owner of the goodwill of the Company. In consideration of the purchase of all of Management Shareholders' stock in the Company and the delivery of Confidential Information to the Management Shareholders, each of the Management Shareholders hereby agrees that, for a period of two years from the Closing Date, the Management Shareholders will not (except in the course of performing authorized duties as an employee of CNET), directly or indirectly, either as an employee, partner, owner, director, adviser or employee or in any other capacity: (a) engage in any business that directly or indirectly involves (i) (A) the collection, organization, or distribution of data related to technology products, (B) developing, designing, implementing or operating (or providing any assistance with respect to the foregoing) any on-line database related to the technology industry or any technology products, or (C) the facilitation of electronic commerce for any Person (collectively, a "Competing Business"), or (ii) the creation of content or complementary services for, or the sale of advertising for, such a Competing Business in any location. (b) solicit or attempt to solicit any existing customer that was a customer of CNET at any time during the two year period following the Closing Date; (c) solicit or attempt to solicit any potential customer that CNET was actively soliciting, or preparing or planning to solicit, at any time during the two year period following the Closing Date; (d) recruit or solicit for employment any person who is, or within the twelve month period preceding the date of such activity was, an employee of CNET. Notwithstanding the foregoing, the Management Shareholders may own, directly or indirectly, solely as an investment, up to one percent (1%) of any class of publicly traded securities of any entity that owns a Competing Business. Each Management Shareholder represents to CNET that he is willing and able to engage in businesses that are not Competing Businesses hereunder and that enforcement of the restrictions set forth in this section would not be unduly burdensome to him. CNET and each Management Shareholder acknowledge and agree that the restrictions set forth in this section are reasonable as to time, geographic area and scope of activity and do not impost a greater restraint than is necessary to protect the legitimate business interests of CNET. Each Management Shareholder acknowledges that the Company 19

21 and CNET have an international presence and global market for the Company's products and therefore have need of a worldwide geographic restriction. If the provisions of this section are determined through arbitration to contain limitations as to time, geographic area or scope of activity that are not reasonable or not necessary to protect the legitimate business interests of the Company or CNET, then such arbitrator(s) is hereby directed to reform such provisions to the minimum extent necessary to cause the limitations contained therein as to time, geographical area and scope of activity to be reasonable and to impose a restraint that is not greater than necessary to protect the legitimate business interests of the Company and CNET. For purposes of this Section 5.3 only, "Management Shareholders" shall not include Stephen Rees or Giovanni M. Rossi. 5.4 Confidential Information. (a) The assets of the Company include certain commercially valuable technical and non-technical confidential or proprietary information of the Company (collectively, "Confidential Information"). Confidential Information means all information used by the Company in connection with operating its business that is not generally known to others in similar areas of business, including without limitation: (i) trade secrets, software, work product, processes, analyses and know-how related to the architecture and operation of the Business or the submission, collection or organization of its contents; (ii) customer and prospect lists and other marketing, advertising, pricing, strategic and business plans and information related to the Business; and (iii) information concerning traffic at the Company's Internet sites and financial information concerning the operation of the Business. (b) Each of the Sellers acknowledges and agrees that, following the Closing, the Confidential Information will be the sole and exclusive property of the Company and its affiliates. Following the Closing, none of the Sellers will, directly or indirectly, use any Confidential Information for his own benefit or disclose any Confidential Information to any person, except in the course of performing authorized duties for the Company and its affiliates. At CNET's request after the Closing, the Sellers will promptly deliver to CNET all documents, computer disks and other computer storage devices, computer printouts, manuals and other papers and materials (including all copies thereof in whatever form) containing or incorporating any Confidential Information that are in his possession or under his control. 5.5 Access and Information. (a) The Company shall: (i) afford to CNET and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the "CNET Representatives") reasonable access at reasonable times, upon reasonable prior notice, to the officers, employees, agents, properties, offices and other 20

22 facilities of the Company and to the books and records thereof; (ii) furnish promptly to CNET and the CNET Representatives such information concerning the business, properties, contracts, records and personnel of the Company (including, without limitation, financial, operating and other data and information) as may be reasonably requested, from time to time, by CNET; and (iii) authorize CNET to contact and obtain relevant information from the Company's accountants, material customers and suppliers and any governmental agencies having dealings with the Company. (b) No investigation by the parties hereto made heretofore or hereafter shall affect the representations and warranties of the parties which are herein contained and each such representation and warranty shall survive such investigation. 5.6 Appropriate Action; Consents; Filings. (a) Each of CNET, the Sellers and the Company shall use (and shall cause each of their respective subsidiaries and affiliates to use, as applicable) all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, and (ii) obtain from any Governmental Body or other third parties any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by CNET or the Company or any of their subsidiaries or affiliates, as applicable, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The Sellers, the Company and CNET shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. (b) Each of CNET, the Sellers and the Company shall give (or shall cause their respective subsidiaries and affiliates, as applicable, to give) any notices to third parties, and use (and cause their respective subsidiaries and affiliates, as applicable, to use) all reasonable efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, or (ii) otherwise required under any Material Contracts, or other agreements in connection with, or in order to allow the Company to continue to be entitled to the benefits thereof following, the consummation of the transactions contemplated hereby. In the event that any party shall fail to obtain any third party consent described above and the parties agree to consummate the transactions contemplated by this Agreement without such consent, such party shall use commercially reasonable efforts, and shall take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and CNET, their respective subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consent. 21

23 5.7 Public Announcements. CNET may issue a press release regarding the consummation of the transactions contemplated by this Agreement and shall consult with the Company before issuing any press release or otherwise making any public statements with respect to the transactions contemplated by this Agreement. Neither party shall issue any press release or make any public statement prior to such press release, except as otherwise required by applicable Law. 5.8 Fees, Expenses and Other Payments. At the Closing, CNET will pay all transaction costs and expenses (including, without limitation, all fees and expenses of counsel, accountants, investment bankers, experts and consultants to any party hereto and its affiliates) incurred by the Company or the Sellers in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby (collectively, "Company Expenses"), up to a maximum amount of Fifteen Thousand Dollars U.S. ($15,000 U.S.) (the "Maximum Allowed Expenses"). Any Company Expenses in excess of the Maximum Allowed Expenses, shall be paid by the Management Shareholders to CNET on the Closing by reducing the number of Shares of CNET Stock to be delivered pursuant to Section 1.03 of this Agreement. 5.9 Release by the Sellers. For the benefit of the Company and CNET, effective upon the Closing, each of the Sellers, for himself and his heirs, executors, administrators, successors and assigns, hereby fully and unconditionally release and forever discharge and hold harmless the Company and its employees, officers, directors, successors and assigns from any and all claims, demands, losses, costs, expenses (including reasonable attorneys' fees and expenses), obligations, Liabilities and/or damages of every kind and nature whatsoever, whether now existing or known, relating in any way, directly or indirectly, to facts and circumstances that occurred or existed prior to the Closing with respect to the Company, this Agreement or the transactions contemplated hereby, that such Seller may now have or may hereafter claim to have against the Company or any of its employees, officers, directors, successors or assigns; provided, that the foregoing release will not affect any obligations of the CNET to the Sellers under this Agreement or related agreements, or to obligations of the Company arising after the Closing. 5.10 Affirmative Covenants of CNET. CNET covenants and agrees that: (a) CNET will use commercially reasonable efforts to make all filings in a timely manner which are or may be necessary under the Securities Exchange Act of 1934 and the rules and regulations adopted thereunder and to take such further action as any Management Shareholders may reasonably request, all to the extent required to enable such Management Shareholders to sell CNET Stock received as consideration under Section 1.3 without registration under the Securities Act pursuant to Rule 144. 22

24 (b) Within thirty (30) days after the Closing Date, CNET will cause to be granted to Albert de Heer, Rudolf de Heer, Eric Blaettler, Constantin Zabrodine and Alexander Kviatkevitch options to buy shares of CNET Stock in the amounts set forth on Exhibit G, which grants shall be effective as of the date each such individual first commences their employment with the Company under their respective Amendment to Employment Agreement (as defined in Section 6.1) and which options shall be at an exercise price determined by the board of directors of CNET, provided that such exercise price shall in no event be higher than the fair market value of CNET's Stock on the Nasdaq National Market as reported in the West Coast Edition of the Wall Street Journal as determined in accordance with the CNET, Inc. 1997 Stock Option Plan. 5.11 Company Financials. Sellers acknowledge that the Company's Financial Statements will be filed by CNET with the U.S. Securities and Exchange Commission and Management Shareholders agree to assist CNET obtain any necessary consents and take any other necessary actions to permit CNET to make such filings. 5.12 Directors. The Sellers who are directors of the Company immediately prior to the Closing agree to resign as a director of the Company following Closing upon the request of CNET. 5.13 Delivery of Originals. Immediately following the Closing, each of the Sellers shall send to CNET by an international courier, the original signature pages, powers of attorney, certificates representing the Shares endorsed as required by Section 1.4(b), and all other documents required hereunder and CNET shall send to the Sellers by an international courier the original signature page and all other documents required hereunder. ARTICLE VI CLOSING CONDITIONS 6.1 Conditions to Obligations of CNET. The obligations of CNET under this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions, but compliance with any such conditions may be waived in writing by CNET, in whole or in part: (a) Each of the representations and warranties of the Sellers contained in this Agreement shall be true and correct in all material respects (if not qualified by materiality) or in all respects (if qualified by materiality) as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and 23

25 warranties shall be true and correct in all material respects as of such earlier date). CNET shall have received a certificate signed by each of the Sellers, dated the Closing Date, to that effect. (b) The Sellers and the Company shall have performed and complied with all the covenants and agreements required by this Agreement to be performed or complied with by them at or prior to the Closing, including without limitation the delivery of all items required to be delivered by them pursuant to Section 1.4. CNET shall have received a certificate signed by each of the Sellers and by an officer of the Company, dated the Closing Date, to that effect. (c) All necessary contractual and governmental consents, approvals, orders or authorizations have been obtained and all necessary contractual or governmental notices have been given. (d) The Company and each of Albert de Heer, Rudolf de Heer, Eric Blaettler, Constantin Zabrodine and Alexander Kviatkevitch will have entered into the amendment to each of the Employment Agreements between such individuals and the Company in effect immediately prior to the Closing which amendment shall be substantially in the form of Exhibit B attached to this Agreement with such changes as may be necessary or appropriate based on Swiss law (the "Amendments to Employment Agreements"). (e) There shall be no pending or threatened litigation in any court or any proceeding before or by any Governmental Body to restrain or prohibit or obtain damages or other relief with respect to this Agreement or the consummation of the transactions contemplated hereby or as a result of which CNET could be required to dispose of any assets or operations of CNET, the Company, or their affiliates or to comply with any restrictions on the manner in which CNET, the Company or their affiliates conduct their operations. (f) The Sellers have delivered to CNET executed releases satisfactory to CNET to evidence the release of any Liens, if any, on the assets of the Company other than Liens described in clauses (i) and (ii) of Section 2.6(b), and releases satisfactory to CNET to evidence the release of any Liens, if any, on the Shares. (g) Since the Latest Balance Sheet Date, there has not occurred any material adverse change in the condition (financial or otherwise), results of operations, business, prospects, assets or Liabilities of the Business. (h) No Governmental Body or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) (an "Order") that is in effect and that has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting consummation of the 24

26 transactions contemplated by this Agreement; and no such Governmental Body or third party shall have initiated or threatened to initiate any proceeding seeking an Order. (i) Each of the Company and the Sellers shall have obtained each consent and approval necessary in order that the transactions contemplated hereby do not constitute a material breach or violation of, or result in a right of termination or acceleration of any encumbrance on any material portion of the Company's properties or assets, any Material Contract, material arrangement or understanding. (j) All proceedings taken by the Company and all instruments executed and delivered by the Company and the Sellers, as applicable, on or prior to the Closing Date in connection with the transactions herein contemplated shall be reasonably satisfactory in form and substance to CNET. (k) CNET has completed its due diligence investigation of the Company's technology and related Intellectual Property, and CNET is satisfied with the results of its investigation in its sole discretion. (l) CNET's Board of Directors has approved the execution and delivery of this Agreement and the transactions contemplated hereby. (m) The Management Shareholders have delivered to CNET a certificate of the secretary of the Company, substantially in the form of Exhibit C to this Agreement. (n) Counsel to the Sellers and the Company shall have delivered to CNET a legal opinion substantially in the form of Exhibit D to this Agreement. (o) The Company's Board of Directors has approved the execution and delivery of this Agreement and the transaction contemplated hereby, including without limitation, the transfer of the Shares and the Company shall have delivered to CNET evidence of such approval which shall be in a form and substance satisfactory to CNET. (p) The Company and the Sellers shall deliver a Schedule setting forth all of the Company Expenses through the Closing. (q) The Management Shareholders shall have delivered to CNET evidence satisfactory to CNET in form and substance, that all of the Company's obligations to A.A.A. have been satisfied, including, without limitation, related to the loan agreement identified on Schedule 2.12. 6.2 Conditions to Obligations of the Sellers. The obligations of the Sellers under this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions, but compliance with any such conditions may be waived in writing by the Sellers, in whole or in part: 25

27 (a) Each of the representations and warranties of CNET contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). The Sellers shall have received a certificate of an officer of CNET, dated the Closing Date, to that effect. (b) CNET shall have performed and complied with the covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing, including without limitation the delivery of all items required to be delivered by CNET pursuant to Section 1.4. The Sellers shall have received a certificate of an officer of CNET, dated the Closing Date, to that effect. (c) All necessary governmental consents, approvals, orders or authorizations have been obtained and all necessary governmental notices have been given. (d) CNET and each of Albert de Heer, Rudolf de Heer, Eric Blaettler, Constantin Zabrodine and Alexander Kviatkevitch will have entered into the Amendments to Employment Agreements. (e) No Governmental Body or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Order that has the effect of making the transactions contemplated by this Agreement illegal or otherwise prohibiting consummation of the transactions contemplated by this Agreement; and no such Governmental Body or third party shall have initiated or threatened to initiate any proceeding seeking an Order. (f) Counsel to CNET shall have delivered to the Shareholders Receiving CNET Stock its written opinion substantially in the form of Exhibit E attached hereto. (g) All proceedings taken by CNET and all instruments executed and delivered by CNET on or prior to the Closing Date in connection with the transactions herein contemplated shall be reasonably satisfactory in form and substance to the Company. (h) Receipt of a Federal reference number for the wire of the cash portion of the Purchase Price. 26

28 ARTICLE VII INDEMNIFICATION 7.1 Indemnification of CNET. Notwithstanding any investigation by CNET or its representatives, the Management Shareholders, jointly and severally, will indemnify and hold CNET, its affiliates and their respective directors, officers, employees and agents (collectively, the "CNET Parties") harmless from any and all Liabilities, obligations, claims, contingencies, damages, costs and expenses, including all court costs and reasonable attorneys' fees (collectively, "Losses"), that any CNET Party may suffer or incur as a result of or relating to: (a) the breach of any representation or warranty made by any of the Sellers in this Agreement including, without limitation, in Article II and Article III, or pursuant hereto or any allegation by a third party that, if true, would constitute such a breach; (b) the breach of any covenant or agreement of any of the Sellers under this Agreement; or (c) any lawsuit, claim or proceeding of any nature existing at or prior to the Closing, or arising out of any act or transaction of the Company occurring prior to the Closing, or arising out of facts or circumstances that existed at or prior to the Closing that is related to the Company, the assets of the Company or the operation of the business of the Company; provided that the CNET Parties shall not be entitled to indemnification for any Losses to the extent the Management Shareholders are entitled to indemnification under Section 7.3 for such Losses. provided that, except with respect to the breach or the alleged breach of the representations and warranties set forth in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.13, 3.1 and 3.2 for which no such limitation shall apply, the CNET Parties will not be entitled to indemnification under paragraph (a) of this Section 7.1 unless the aggregate amount of all Losses for which indemnification is sought by the CNET Parties pursuant to such paragraph exceeds One Hundred Thousand U.S. Dollars ($100,000, U.S.) in which case the CNET Parties will be entitled to indemnification for the full amount of such Losses from the first dollar of Loss. 7.2 Survival. The representations and warranties of the Sellers made in or pursuant to this Agreement and the closing certificates attached as Exhibit I will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby until the second anniversary of the Closing; provided that (a) the representations and warranties set forth in Sections 2.4, 2.6, 2.13 and 3.2 will survive indefinitely; (b) if the violation of any representation or warranty would constitute a violation of any statute, law, ordinance, decree, order, rule or regulation of any Governmental Body, such representation or warranty will survive until 30 calendar days after the expiration of the statute of limitations applicable to such violation; and (c) any representation or warranty, the violation of which is made the basis of a claim for indemnification pursuant to Section 7.1(a), will survive until such claim is finally resolved if CNET notifies the Sellers of such claim in reasonable detail prior to the date on which such representation or warranty would otherwise expire hereunder. No claim for indemnification pursuant to 27

29 Section 7.1 based on the breach or alleged breach of a representation or warranty may be asserted by CNET after the date on which such representation or warranty expires hereunder. 7.3 Indemnification of the Management Shareholders. CNET will indemnify and hold the Sellers and their respective directors, managers, employees and agents (collectively, the "Seller Parties") harmless from any and all Losses that any Seller Party may suffer or incur as a result of or relating to (a) the breach of any representation or warranty made by CNET in this Agreement or pursuant hereto or any allegation by a third party that, if true, would constitute such a breach or (b) the breach of any covenant or agreement of CNET; provided that the Management Shareholders will not be entitled to indemnification for any Losses to the extent CNET is entitled to indemnification under Section 7.1 for such Losses. 7.4 Notice. Any party entitled to receive indemnification under this Article VII (the "Indemnified Party") agrees to give prompt written notice to the party or parties required to provide such indemnification (the "Indemnifying Parties") upon the occurrence of any indemnifiable Loss or the assertion of any claim or the commencement of any action or proceeding in respect of which such a Loss may reasonably be expected to occur (a "Claim"), but the Indemnified Party's failure to give such notice will not affect the obligations of the Indemnifying Party under this Article VII except to the extent that the Indemnifying Party is materially prejudiced thereby. Such written notice will include a reference to the event or events forming the basis of such Loss or Claim and the amount involved, unless such amount is uncertain or contingent, in which event the Indemnified Party will give a later written notice when the amount becomes fixed. 7.5 Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation; (b) the Claim does not seek to impose any liability or obligation on the Indemnified Party other than for money damages; and (c) the Claim does not relate to the Indemnified Party's relationship with its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may settle such Claim without the consent of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim. 28

30 7.6 Appointment of Attorney-in-Fact. Each Seller hereby constitutes and appoints Eric Blaettler (the "Representative") its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to take any action for each Seller and in their name, place and stead, in any and all capacities, in connection with any matters related to the indemnification obligations set forth in Article 7 of this Agreement. If Eric Blaettler is, for any reason, unable or unwilling to act or continue to act as Representative, then the Sellers shall appoint another individual to act as successor hereunder. The Representative is hereby fully empowered to determine in its sole and absolute discretion the terms and conditions of any settlement of a claim under this Agreement and any document, agreement or instrument that the Representative may execute pursuant hereto, and it is understood that the Representative may in its sole and absolute discretion determine whether the action in question is in the best interests of each Seller. Each Seller acknowledges and agrees that the powers and authority granted to the Representative are coupled with an interest and shall be irrevocable and remain in full force and effect until the expiration of the indemnification obligations set forth in Article VII of this Agreement. ARTICLE VIII MISCELLANEOUS 8.1 Termination. This Agreement and the transactions contemplated hereby may be terminated and abandoned (a) at any time prior to the Closing by mutual written consent of CNET and the Sellers; or (b) by either CNET, on the one hand, or the Sellers, on the other hand, if a condition to performance by the terminating party hereunder has not been satisfied or waived prior to August 23, 1999, or (c) by CNET, at any time, if there is pending or threatened litigation in any court or any proceeding before or by any Governmental Body to restrain or prohibit or obtain damages or other relief with respect to this Agreement or the consummation of the transactions contemplated hereby or as a result of which CNET could be required to dispose of any assets or operations of CNET, the Company, or their affiliates or to comply with any restriction on the manner in which CNET, the Company or its affiliates conduct their operations, provided that (i) CNET may not terminate this Agreement if the Closing has not occurred because of CNET's willful failure to perform or observe any of its covenants or agreements set forth herein or if CNET is, at such time, in breach of this Agreement, and (ii) the Sellers may not terminate this Agreement if the Closing has not occurred because of the willful failure of the Sellers to perform or observe any of the covenants or agreements set forth herein or if any of the Sellers is, at such time, in breach of this Agreement. 8.2 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given upon receipt, if delivered personally or by overnight delivery service or if mailed by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like changes of address) or sent by electronic transmission to the facsimile number specified below: 29

31 if to CNET: with copies to: CNET, Inc. Hughes & Luce, L.L.P. 150 Chestnut Street 1717 Main Street San Francisco, CA 94111 Suite 2800 Attention: Chief Financial Officer Dallas, Texas 75201 Telecopy: (415) 395-9330 Attention: R. Clayton Mulford Telecopy: (214) 939-5849 if to the Sellers: Byrne-Sutton Bonnard Lawson Meakin & Associes 11, Rue General Dufour 1204 Geneva, Switzerland Attention: Mr. Giovanni M. Rossi Telecopy: 41-22-322-25-15 Any such notice or other communication will be deemed to have been given and received (whether actually received or not) on the day it is personally delivered or delivered by courier or overnight delivery service or sent by telecopy or, if mailed, when actually received. 8.3 Attorneys' Fees and Costs. If attorneys' fees or other costs are incurred to secure performance of any obligations hereunder, or to establish damages for the breach thereof or to obtain any other appropriate relief, whether by way of prosecution or defense, the prevailing party will be entitled to recover reasonable attorneys' fees and costs incurred in connection therewith. 8.4 Counterparts. This Agreement may be executed in one or more counterparts for the convenience of the parties hereto, all of which together will constitute one and the same instrument. 8.5 Interpretation. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. 8.6 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by the Sellers or CNET without the prior written consent of the other parties and any purported assignment or delegation in violation thereof shall be null and void; except that CNET may assign its rights and obligations under this Agreement to any direct or indirect subsidiary of CNET or to CNET. This Agreement is not intended to confer any rights or benefits on any Person other than the parties hereto, except to the extent specifically provided in Section 5.9 and Article VII. 30

32 8.7 Entire Agreement. This Agreement and the related documents contained as Exhibits and Schedules hereto or expressly contemplated hereby contain the entire understanding of the parties relating to the subject matter hereof and supersede all prior written or oral and all contemporaneous oral agreements and understandings relating to the subject matter hereof. This Agreement may not be modified or amended except in writing signed by the party against whom enforcement is sought. All statements of the Sellers contained in any schedule, certificate or other writing required under this Agreement to be delivered in connection with the transactions contemplated hereby will constitute representations and warranties of the Sellers respectively under this Agreement. The Exhibits and Schedules to this Agreement are hereby incorporated by reference into and made a part of this Agreement for all purposes. Unless otherwise expressly stated in this Agreement, no right or remedy described or provided in this Agreement is intended to be exclusive or to preclude a party from pursuing other rights and remedies to the extent available under this Agreement, at law or in equity. 8.8 Specific Performance. The parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder, including its failure to take all required actions on its part necessary to consummate the transactions contemplated hereby, will cause irreparable injury to the other parties for which damages, even if available, will not be an adequate remedy. Accordingly, each party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party's obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder. 8.9 Knowledge. As used in this Agreement, a matter is within the Company's "knowledge", is otherwise "known" to the Company and the Company is "aware" of a matter if any Management Shareholder or officer of the Company has actual knowledge of such matter or would reasonably be expected to have actual knowledge of such matter following reasonable inquiry of the appropriate employees and agents of the Company. 8.10 Governing Law. This Agreement will be governed by and construed and interpreted in accordance with the substantive laws of the State of Delaware, without giving effect to any conflicts of law rule or principle that might require the application of the laws of another jurisdiction. 8.11 Drafting. Neither this Agreement nor any provision contained in this Agreement shall be interpreted in favor of or against any party hereto because such party or its legal counsel drafted this Agreement or such provision. 8.12 Usage. Whenever the plural form of a word is used in this Agreement, that word shall include the singular form of that word. Whenever the singular form of a word is used in this Agreement, that word shall include the plural form of that word. The term "or" shall not be interpreted as excluding any of the items described. The term "include" or any derivative of such term does not mean that the items following such term are the only types of such items. 31

33 8.13 Dispute Resolution. (a) In the event of any dispute among the parties to this Agreement arising out of or in any way related to this Agreement or the breach, termination or validity thereof, in which the parties are unable to come to a resolution, the parties hereby agree to submit the dispute to final and binding arbitration pursuant to the then current International Arbitration Rules of the American Arbitration Association (AAA). The place of such arbitration shall be in New York, New York, U.S.A., and the language of such arbitration shall be English. (b) Any party to this Agreement may at any time initiate an arbitration proceeding by delivering a notice in accordance with the following procedure (an "Arbitration Notice"), within the statute of limitations period which the limitations law of Delaware would apply to the claims of such party. Any Arbitration Notice delivered must be delivered in accordance with Section 8.2 of this Agreement. The Arbitration Notice shall include a description of the dispute, the date on which it first arose, the names of any persons with knowledge of the dispute, and the relief requested by the party initiating the arbitration proceeding hereunder. (c) The arbitrator shall be selected by the parties, however, if the parties are not able to agree on a single arbitrator within fifteen days of the date the Arbitration Notice is received by the other parties, CNET will select one arbitrator and any other parties to such disputes shall collectively select a second arbitrator. CNET and the other parties will each select their arbitrator before the end of the thirteenth day after the first Arbitration Notice is received by the party. The two arbitrators shall jointly select a third arbitrator within fifteen days of the naming of the second arbitrator. The arbitrator or panel of arbitrators is authorized to award any relief which could be awarded by a Delaware court of law hearing the same dispute. (d) Nothing in this Section 8.13 shall preclude any party from applying to a court of competent jurisdiction for interim relief pending final resolution of the underlying dispute through arbitration. (e) Each party hereby waives any right it might otherwise have to a jury trial concerning any matters covered by this Section 8.13. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 32

34 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CNET: CNET, Inc. By: /s/ DOUGLAS N. WOODRUM ------------------------------ Douglas N. Woodrum Chief Financial Officer SELLERS: /s/ ALBERT DE HEER --------------------------------------- Albert de Heer /s/ RUDOLF DE HEER --------------------------------------- Rudolf de Heer /s/ ERIC BLAETTLER --------------------------------------- Eric Blaettler /s/ CONSTANTIN ZABRODINE --------------------------------------- Constantin Zabrodine /s/ ALEXANDER KVIATKEVITCH --------------------------------------- Alexander Kviatkevitch /s/ MARK BUCKINGHAM --------------------------------------- Mark Buckingham /s/ EVA BUCKINGHAM --------------------------------------- Eva Buckingham [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

35 Longlands Group Limited By: /s/ ANDREY GALENKO ----------------------------------------- Andrey Galenko Power of Attorney /s/ GIOVANNI M. ROSSI -------------------------------------------- Giovanni M. Rossi /s/ STEPHEN REES -------------------------------------------- Stephen Rees A.A.A. Beteiligungs-Invest AG By: /s/ MICHAEL TOJNER ----------------------------------------- Michael Tojner Managing Director Initiative Capital SA, Pablo Dana, Martin Velasco, Donald Cohen, Frits Van Dijk, Marcuard Cook & Cie SA, Soraya Leonard, Barry Ross, La Generale Fonciere SA, Lauris Manfredini, Mark and Veronica Narro, Mike Hall and Tim Padden, Patrick Hopper, Sam Fayon, Samuel Kunz, Scott Bere, Trevor Jones, John and Caroline Griffin, Christophe Brodard, Gordon Urquhart, Olivier Ernst, Pacific Orchid Holding, Simon Miller, Stephen Urquhart, Tradevcogen SA By: /s/ GIOVANNI M. ROSSI ----------------------------------------- Giovanni M. Rossi Power of Attorney Remy Pfenniger By: /s/ ALBERT DE HEER ----------------------------------------- Albert de Heer Power of Attorney [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

36 COMPANY: GDT S.A. By: /s/ GIOVANNI M. ROSSI ----------------------------------------- Giovanni M. Rossi Director By: /s/ STEPHEN REES ----------------------------------------- Stephen Rees Director [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

37 Exhibits A The Shares B Amendment to Employment Agreement C Company's Secretary's Certificate D Opinion of Counsel to the Sellers and the Company E Opinion of Counsel to CNET F Management Shareholders G Stock Options H Powers of Attorney I Closing Certificates Schedules 2.6(a) Assets 2.10(a) Financial Statements 2.12 Absence of Certain Changes or Events 2.16 Employee Matters 2.17(a) Material Contracts 2.18 Material Customers and Material Suppliers 2.19 Registrations and Applications for Intellectual Property 2.24 Insurance 2.29 Employee Benefit Plans

1 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER BY AND AMONG CNET, INC. NORDBY INTERNATIONAL, INC. AND NEIL NORDBY JULY 29, 1999

2 TABLE OF CONTENTS <TABLE> <CAPTION> Page No. -------- <S> <C> ARTICLE I THE MERGER......................................................................................1 SECTION 1.01. The Merger.................................................................................1 SECTION 1.02. Closing; Closing Date; Effective Time......................................................1 SECTION 1.03. Effect of the Merger.......................................................................2 SECTION 1.04. Certificate of Incorporation; Bylaws.......................................................2 SECTION 1.05. Directors and Officers.....................................................................2 ARTICLE II CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES..............................................2 SECTION 2.01. Consideration; Conversion and Cancellation of Securities...................................2 SECTION 2.02. Exchange and Surrender of Certificates.....................................................3 SECTION 2.03. Other Consideration........................................................................3 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS..............................4 SECTION 3.01. Organization and Qualification.............................................................4 SECTION 3.02. Articles and Bylaws........................................................................4 SECTION 3.03. Capitalization.............................................................................4 SECTION 3.04. Authority..................................................................................5 SECTION 3.05. Subsidiaries and Other Interests...........................................................5 SECTION 3.06. Title to Assets............................................................................6 SECTION 3.07. Condition of Assets........................................................................6 SECTION 3.08. No Conflict; Required Filings and Consents.................................................6 SECTION 3.09. Permits; Compliance........................................................................7 SECTION 3.10. Financial Statements.......................................................................7 SECTION 3.11. Absence of Certain Changes or Event........................................................7 SECTION 3.12. No Undisclosed Liabilities.................................................................8 SECTION 3.13. Absence of Litigation......................................................................8 SECTION 3.14. Taxes......................................................................................9 SECTION 3.15. Employee Matters..........................................................................10 SECTION 3.16. Brokers...................................................................................10 SECTION 3.17. Illegal Payments..........................................................................10 SECTION 3.18. Leased Properties.........................................................................10 SECTION 3.19. Certain Material Contracts................................................................10 SECTION 3.20. Competing Interests.......................................................................11 SECTION 3.21. Material Customers and Suppliers..........................................................12 SECTION 3.22. Intellectual Property.....................................................................12 SECTION 3.23. Investor Representations..................................................................13 SECTION 3.24. Year 2000 Compliance......................................................................14 SECTION 3.25. Insurance.................................................................................14 SECTION 3.26. Employee Benefit Plans....................................................................14 SECTION 3.27. Information Supplied......................................................................17 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER........................................................17 SECTION 4.01. Organization and Qualification............................................................17 </TABLE> i

3 <TABLE> <S> <C> SECTION 4.02. Authority.................................................................................17 SECTION 4.03. No Conflict; Required Filings and Consents................................................17 SECTION 4.04. SEC Documents.............................................................................18 SECTION 4.05. Financial Statements......................................................................18 SECTION 4.06. Tax Matters...............................................................................18 SECTION 4.07. Valid Issuance of Buyer Common Stock......................................................18 SECTION 4.08. Brokers...................................................................................19 SECTION 4.09. Absence of Litigation.....................................................................19 SECTION 4.10. Absence of Certain Changes or Events......................................................19 ARTICLE V COVENANTS......................................................................................19 SECTION 5.01. Affirmative Covenants of the Company......................................................19 SECTION 5.02. Negative Covenants of the Company.........................................................20 SECTION 5.03. Restrictive Covenant......................................................................20 SECTION 5.04. Confidential Information..................................................................22 SECTION 5.05. Access and Information....................................................................22 SECTION 5.06. Appropriate Action; Consents; Filings.....................................................23 SECTION 5.07. Tax Treatment.............................................................................23 SECTION 5.08. Public Announcements......................................................................23 SECTION 5.09. Fees, Expenses and Other Payments.........................................................24 SECTION 5.10. Employment Agreement......................................................................24 SECTION 5.11. Option Agreement..........................................................................24 SECTION 5.12. Nordby Name...............................................................................24 SECTION 5.13. Business Location.........................................................................24 SECTION 5.14. Company Liabilities.......................................................................25 SECTION 5.15. Company Financials........................................................................25 ARTICLE VI CLOSING CONDITIONS.............................................................................25 SECTION 6.01. Conditions to Obligations of Buyer........................................................25 SECTION 6.02. Conditions to Obligations of the Company and the Shareholder..............................26 ARTICLE VII INDEMNIFICATION.............................................................................27 SECTION 7.01. Indemnification of Buyer..................................................................27 SECTION 7.02. Survival..................................................................................28 SECTION 7.03. Notice....................................................................................28 SECTION 7.04. Defense of Claims.........................................................................29 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER..............................................................29 SECTION 8.01. Termination...............................................................................29 SECTION 8.02. Effect of Termination.....................................................................30 SECTION 8.03. Amendment.................................................................................30 SECTION 8.04. Waiver....................................................................................30 ARTICLE IX REGISTRATION RIGHTS............................................................................31 SECTION 9.01. Registration Statement....................................................................31 SECTION 9.02. Limitations on Sale.......................................................................31 SECTION 9.03. Information...............................................................................31 SECTION 9.04. Expenses..................................................................................32 SECTION 9.05. Indemnification...........................................................................32 ARTICLE X GENERAL PROVISIONS.............................................................................33 </TABLE> ii

4 <TABLE> <S> <C> SECTION 10.01. Notices..................................................................................33 SECTION 10.02. Certain Definitions......................................................................33 SECTION 10.03. Headings.................................................................................34 SECTION 10.04. Severability.............................................................................34 SECTION 10.05. Entire Agreement.........................................................................35 SECTION 10.06. Assignment...............................................................................35 SECTION 10.07. Parties in Interest......................................................................35 SECTION 10.08. Specific Performance.....................................................................35 SECTION 10.09. Failure or Indulgence Not Waiver; Remedies Cumulative....................................35 SECTION 10.10. Further Assurances.......................................................................35 SECTION 10.11. Governing Law; Venue.....................................................................35 SECTION 10.12. Counterparts.............................................................................36 </TABLE> EXHIBITS: Exhibit A Form of Promissory Note Exhibit B Form of Employment Agreement Exhibit C Form of Company Closing Certificate Exhibit D Form of Legal Opinion of Company's Counsel Exhibit E Form of Legal Opinion of Buyer's Counsel Exhibit F Form of Buyer Closing Certificate SCHEDULES: 3.06(a) Assets 3.06(b) Liens 3.08(a) No Conflict; Required Filings and Consents 3.10(a) Financial Statements 3.10(b) Operating Statistics 3.12 Liabilities 3.14 Taxes 3.15 Employees 3.16 Brokers 3.17 Leased Properties 3.19(a) Materials Contracts 3.19(b) Non-Performance; Breaches 3.19(c) Terms of Material Contracts 3.19(d) Transfer of Material Contracts 3.21 Material Customers and Suppliers 3.22(b) Intellectual Property Registrations 3.22(c) Intellectual Property Royalties 3.24 Year 2000 Compliance 3.25 Insurance 3.26 Employee Benefit Plans iii

5 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of July 29, 1999 (this "Agreement"), is by and among CNET, Inc., a Delaware corporation ("Buyer"), Nordby International, Inc., a Colorado corporation (the "Company"), and Neil Nordby, the sole shareholder of the Company (the "Shareholder"). WHEREAS, Buyer and the Company have determined that the merger of the Company with and into Buyer ("Merger"), with Buyer surviving, and conversion of the issued and outstanding shares of common stock of the Company, no par value (the "Company Common Stock") into the right to receive shares of common stock of Buyer, $.0001 par value (the "Buyer Common Stock"), on the terms and subject to the conditions of this Agreement and in accordance with the Colorado Business Corporation Act ("Colorado Law") and the General Corporation Law of the State of Delaware ("Delaware Law") would be advantageous and beneficial to their respective corporations and stockholders; WHEREAS, for federal income tax purposes, it is intended that the Merger qualify as a reorganization under the provisions of section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"); and NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, the parties hereto agree as follows: ARTICLE I THE MERGER SECTION 1.01. The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with applicable federal and state law, at the Effective Time (as defined in Section 1.02), the Company shall be merged with and into Buyer. As a result of the Merger, the separate corporate existence of the Company shall cease and Buyer shall continue as the surviving corporation of the Merger (the "Surviving Corporation"). Certain terms used in this Agreement (and not otherwise defined) are defined in Section 10.02. SECTION 1.02. Closing; Closing Date; Effective Time. Unless this Agreement is terminated pursuant to Section 8.01, and subject to the satisfaction or waiver of the conditions set forth in Article VI, the consummation of the Merger and the closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Buyer as soon as practicable (but in any event within five business days) after the satisfaction or waiver of the conditions set forth in Article VI, or at such other date, time and place as Buyer and the Company may agree; provided, that the conditions set forth in Article VI shall have been satisfied or waived at or prior to such time. The date on which the Closing takes place is referred to herein as the "Closing Date." As promptly as practicable on the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware, in such form as required by, and executed in 1

6 accordance with the relevant provisions of, Delaware Law (the date and time of such filing, or such later date or time agreed upon by Buyer and the Company and set forth therein, being the "Effective Time"). As promptly as practicable on the Closing Date, the parties shall also file a certificate of merger with the Secretary of State of the State of Colorado, in such form as required by, and executed in accordance with the relevant provisions of, Colorado Law. SECTION 1.03. Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Colorado Law and Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges and powers of the Company and Buyer will vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and the Buyer shall become the debts, liabilities and duties of the Surviving Corporation. SECTION 1.04. Certificate of Incorporation; Bylaws. At the Effective Time, the Certificate of Incorporation and bylaws of Buyer, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and bylaws of the Surviving Corporation unless and until amended as provided therein and pursuant to Delaware Law. SECTION 1.05. Directors and Officers. The directors and officers of Buyer immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation at the Effective Time, each to hold office in accordance with the bylaws of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified. ARTICLE II CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES SECTION 2.01. Consideration; Conversion and Cancellation of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or their respective stockholders: (a) Subject to the other provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into 4.6 shares of Buyer Common Stock (the "Conversion Ratio"), which equal Ten Million Dollars ($10,000,000) divided by $43.475 (the average closing price of the Buyer Common Stock on the Nasdaq National Market, as reported in the West Coast Edition of the Wall Street Journal, for the five trading days immediately prior to (but not including) the date of this Agreement), divided by 50,000, which is the number of outstanding shares of Company Common Stock immediately prior to the Effective Time. (b) All shares of Company Common Stock shall cease to be outstanding and shall automatically be canceled and retired, and each certificate previously evidencing the Company Common Stock outstanding immediately prior to the Effective Time (the "Converted Shares") shall thereafter represent the right to receive Buyer Common Stock in accordance with this Article II. The Shareholder shall cease to have any rights with respect to such Converted 2

7 Shares except as otherwise provided herein or by law. Certificates previously evidencing Converted Shares shall be exchanged for Buyer Common Stock upon the surrender of such certificates in accordance with the provisions of Section 2.02, without interest. SECTION 2.02. Exchange and Surrender of Certificates. (a) The Shareholder shall be entitled to receive, upon surrender to Buyer or its transfer agent of certificates previously evidencing Converted Shares, as soon as practicable after the Closing Date, a certificate representing the Converted Shares so surrendered, registered in the name of the Shareholder. Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall represent solely the right to receive Buyer Common Stock. (b) All shares of Buyer Common Stock issued upon the surrender for exchange of certificates previously representing Converted Shares in accordance with the terms hereof (including any adjustments pursuant to Section 2.02(c)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Converted Shares. At and after the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock that was outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates which previously evidenced Converted Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II. (c) No certificates or scrip evidencing fractional shares of Buyer Common Stock shall be issued upon the surrender for exchange of certificates, and such fractional share interests will not entitle the owner thereof to any rights as a stockholder of Buyer. In lieu of any such fractional shares, the number of shares of Buyer Common Stock issuable to any Shareholder in connection with the Merger shall be rounded to the nearest whole share. (d) Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Converted Shares such amounts as Buyer (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Converted Shares in respect of which such deduction and withholding was made by Buyer. SECTION 2.03. Other Consideration. (a) $5,000,000 will be paid to the Shareholder at the Closing by wire transfer of immediately available funds (to accounts specified in writing by the Shareholder or the Company to CNET at least two days prior to the Closing); and (b) $5,000,000 will be paid in the form of a promissory note payable to the Shareholder on the two year anniversary of the Closing by wire transfer of immediately available funds (to accounts specified in writing by the Shareholder to CNET at least two days prior to 3

8 such date) in the form of Exhibit A attached hereto (the "Promissory Note"). The Promissory Note will bear seven percent annual compounded interest. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER The Company and the Shareholder hereby jointly and severally represent and warrant to Buyer that: SECTION 3.01. Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of Colorado, has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary. The Company is not required to be qualified to do business as a foreign corporation in any jurisdiction. There are no assumed names under which the Company operates. SECTION 3.02. Articles and Bylaws. The Company has furnished to Buyer true, complete and correct copies of its Articles of Incorporation and bylaws, in each case as amended or restated, of the Company. The Company is not in violation of any of the provisions of its Articles of Incorporation or bylaws. SECTION 3.03. Capitalization. (a) The authorized capital stock of the Company consists of 1,000,000 shares of Company Common Stock, of which 50,000 shares are issued and outstanding. All of the outstanding capital stock of the Company is held of record and beneficially owned by the Shareholder, free and clear of all security interests, liens, claims, pledges, agreements, charges, or other encumbrances (a "Lien") of any nature whatsoever. All of the outstanding capital stock of the Company is duly authorized, validly issued in compliance with all applicable laws, and are fully paid and nonassessable and free of preemptive or similar rights created by statute, the Articles of Incorporation or bylaws of the Company or any agreement to which the Company is a party or bound. (b) No shares of capital stock of the Company are reserved for any purpose or held in treasury by the Company and, there are no outstanding options, warrants, convertible or exchangeable securities or other rights, agreements, arrangements or commitments of any character obligating the Shareholder or the Company, directly or indirectly, to grant, issue, sell, purchase, acquire or otherwise transfer or deliver any shares of capital stock or other equity interest in, or any agreement, document, instrument or obligation convertible or exchangeable therefore, the Company. 4

9 (c) There are no obligations, contingent or otherwise, of the Company to (i) repurchase, redeem or otherwise acquire any shares of the capital stock of the Company or (ii) provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any other person. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues or earnings, or calculated in accordance therewith, of the Company. There are no voting trusts, proxies or other agreements or understandings to which the Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of the Company. (d) The Company (i) does not directly or indirectly own, (ii) has not agreed to purchase or otherwise acquire and (iii) does not hold any interest convertible into or exchangeable or exercisable for, greater than 1% of the capital stock (or equivalent equity interest) of any corporation, partnership, joint venture or other business association or entity. SECTION 3.04. Authority. The Company has all requisite corporate power and authority to (i) execute and deliver this Agreement and all other agreements, certificates and instruments to be executed by the Company in connection with or pursuant to this Agreement (collectively, the "Company Documents"); (ii) perform its obligations under the Company Documents and (iii) to consummate the transactions contemplated by the Company Documents. The Shareholder has the requisite legal capacity, power and authority to enter into the Company Documents and to perform his obligations under the Company Documents, as applicable. The execution, delivery and performance of the Company Documents by the Company and the Shareholder and the consummation by the Company and the Shareholder of the transactions contemplated by the Company Documents, as applicable, have been duly authorized by all necessary action, and no other proceedings on the part of the Company or the Shareholder are necessary to authorize the Company Documents or to consummate the transactions contemplated hereby. This Agreement has been, and at the Closing the other Company Documents will be, duly executed and delivered by the Company and the Shareholder. This Agreement is, and, upon execution and delivery by the Company and the Shareholder, as applicable, at the Closing each of the other Company Documents will be, a legal, valid and binding obligation of the Company and the Shareholder enforceable against the Company and the Shareholder in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding of law or in equity). SECTION 3.05. Subsidiaries and Other Interests. The Company has no subsidiaries and does not own any equity or debt interest or any form of proprietary interest in any individual, corporation, partnership, Governmental Entity (as defined in Section 3.08) or other entity, or any obligation, right or option to acquire any such interest. 5

10 SECTION 3.06. Title to Assets. (a) Set forth in Schedule 3.06(a) is a complete list of all assets of the Shareholder or the Company used in or associated with the business of the Company (the "Business"). (b) The Company has good and marketable title to all of the assets it purports to own, and owns all of such assets free and clear of any Liabilities (as defined in Section 3.12) and any Liens, other than (i) statutory liens securing current taxes and other obligations that are not yet delinquent, (ii) minor imperfections of title and encumbrances that do not materially detract from or interfere with the present use or value of such properties and (iii) as set forth on Schedule 3.06(b). The Company holds a valid leasehold interest in all of the leased assets of the Company. SECTION 3.07. Condition of Assets. All of the assets of the Company, including any assets held under leases or licenses, are in good condition and repair, ordinary wear and tear excepted, and are in good working order and have been properly and regularly maintained. SECTION 3.08. No Conflict; Required Filings and Consents. (a) Except as set forth on Schedule 3.08 (a), the execution and delivery of this Agreement by the Company and the Shareholder does not, and the consummation of the transactions contemplated hereby will not (i) conflict with or violate the Articles of Incorporation or bylaws, in each case as amended or restated, of the Company, (ii) conflict with or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment, or decree (collectively, "Laws") applicable to the Shareholder or the Company or by which any of their properties or assets is bound or subject or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of any Lien or encumbrance on any of the properties or assets of the Company pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Shareholder or the Company is a party or by or to which the Shareholder or the Company or any of their properties or assets is bound or subject. The Board of Directors of the Company has taken or caused to be taken all actions necessary under Colorado Law, including approving the transactions contemplated by this Agreement and taking appropriate actions under Colorado Law or any other applicable stockholder protection laws, to ensure that any restrictions on business combinations or the owning or voting of the capital stock of the Company do not, and will not, apply with respect to or as a result of the transactions contemplated by this Agreement. (b) The execution and delivery of this Agreement by the Company and the Shareholder does not, and consummation of the transactions contemplated hereby will not, require the Company or the Shareholder to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any Governmental Entity, 6

11 except for the filing and recordation of appropriate merger documents as required by Colorado Law and Delaware Law. SECTION 3.09. Permits; Compliance. The Company does not require any franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company and its assets and operations are currently and have at all times been in compliance with all Laws applicable to the Company and its operations or by or to which any of its assets is bound or subject, including without limitation all Laws related to environmental protection, employee benefits, labor and employment and occupational health and safety. The Company has not received from any Governmental Entity any written notification with respect to possible violations of Laws. SECTION 3.10. Financial Statements. (a) Schedule 3.10(a) includes (i) the balance sheet data of the Company as of December 31, 1998, and the statements of operations, retained earnings and cash flows of the Company for the year ended on such date (the "Year End Financial Statements") and (ii) the unaudited balance sheet of the Company (the "Latest Balance Sheet") as of June 30, 1999 (the "Latest Balance Sheet Date"), and the unaudited statements of operations and retained earnings for the six month period ended on such date. These financial statements have been prepared from the books and records of the Company, which accurately and fairly reflect the transactions of, acquisitions and dispositions of assets by, and incurrence of Liabilities by the Company. (b) Each of the foregoing financial statements fairly present in all material respects the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the interim financial statements are subject to normal and recurring year-end adjustments, which will not be material individually or in the aggregate. The Year End Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the applicable period. (c) Schedule 3.10(c) sets forth certain statistics concerning the operation of the Company, which are accurate (subject to the margins of error indicated on such schedule for certain of such statistics). (d) All accounts receivable reflected in the Latest Balance Sheet or generated since the Latest Balance Sheet Date arose in the ordinary course of business and are fully collectible in the ordinary course of business, without resort to litigation, at the face amount thereof less any reserve reflected in the Latest Balance Sheet, and will not be subject to counterclaim, set-off or other reduction. SECTION 3.11. Absence of Certain Changes or Events. Since the Latest Balance Sheet Date, the Company has conducted its business only in the ordinary course and in a manner consistent with past practice and there has not been: (a) any damage, destruction or loss (whether 7

12 or not covered by insurance) with respect to any material assets of the Company; (b) any change by the Company in its accounting methods, principles or practices; (c) any declaration, setting aside or payment of any dividends or distributions in respect of shares of the capital stock of the Company or any redemption, purchase or other acquisition by the Company of any of its securities; (d) any increase in the benefits under, or the establishment or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing or other employee benefit plan, or any increase in the compensation payable or to become payable to directors, officers or employees of the Company, except for annual bonuses or merit increases in salaries or wages in the ordinary course of business and consistent with past practice; (e) any payment or other transfer of assets by the Company to any Shareholder, other than compensation payments in the ordinary course of business and consistent with past practice; (f) any revaluation by the Company of any of its assets, including the writing down or off of notes or accounts receivable, other than in the ordinary course of business and consistent with past practices; (g) any entry by the Company into any commitment or transaction material to the Company including, without limitation, incurring or agreeing to incur capital expenditures in excess of $10,000; (h) any incurrence of indebtedness for borrowed money other than trade payables incurred in the ordinary course of business; (i) the termination of employment (whether voluntary or involuntary) of any officer or key employee of the Company; or (j) any change, occurrence or circumstance having or reasonably likely to have, individually or in the aggregate, a material adverse effect on the business, operations, assets, financial condition or results of operations of the Company. SECTION 3.12. No Undisclosed Liabilities. The Company does not have any direct or indirect debts, liabilities or obligations, whether known or unknown, absolute, accrued, contingent or otherwise ("Liabilities"), except (a) Liabilities fully reflected in the Latest Balance Sheet and related financial statement notations; (b) accounts payable and Liabilities incurred in the ordinary course of business and consistent with past practice since the Latest Balance Sheet Date; (c) obligations to be performed in the ordinary course of business, consistent with past practice, under the Material Contracts (as defined in Section 3.19) or under agreements not required to be disclosed pursuant to Section 3.19; and (d) Liabilities described in Schedule 3.12. Except as set forth on Schedule 3.12, the Company does not and will not have any obligations for severance costs, vacation pay or sick leave associated with any employee of the Company, other than obligations that are satisfied prior to the Effective Time. SECTION 3.13. Absence of Litigation. There is no claim, action, suit, litigation, proceeding, arbitration or investigation of any kind, at law or in equity (including actions or proceedings seeking injunctive relief), pending or, to the Company's knowledge, threatened against the Company or any assets or rights of the Company. The Company is not subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, continuing investigation by, any Governmental Entity, or any judgment, order, writ, injunction, decree or award of any Government Entity or arbitrator, including, without limitation, cease-and-desist or other orders. 8

13 SECTION 3.14. Taxes. (a) All returns and reports ("Tax Returns") of or with respect to any Tax which is required to be filed on or before the Closing Date (taking into account extensions of filing dates) by or with respect to the Company have been or will be duly and timely filed. All items of income, gain, loss, deduction and credit or other items required to be included in each such Tax Return have been or will be so included and all information provided in each such Tax Return is true, correct and complete. All Taxes which have become or will become due with respect to the period covered by each such Tax Return have been or will be timely paid in full, other than any Taxes for which adequate reserves have been established on the Latest Balance Sheet. All withholding Tax requirements imposed on or with respect to the Company have been or will be satisfied in full in all respects. Except as described on Schedule 3.14, no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax. (b) There are no Tax Returns of or with respect to the Company with extended or waived statutes of limitations that have not been audited by the applicable governmental authority. (c) There is not in force any extension of time with respect to the due date for the filing of any Tax Return of or with respect to the Company or any waiver or agreement for any extension of time for the assessment, collection or payment of any Tax of or with respect to the Company. (d) The Company has previously delivered to Buyer true and complete copies of each written Tax allocation or sharing agreement and a true and complete description of each unwritten Tax allocation or sharing arrangement affecting the Company, if any. (e) There are no pending audits, actions, proceedings, investigations, disputes or claims with respect to or against the Company for or with respect to any Taxes of the Company; no assessment, deficiency or adjustment has been assessed or proposed with respect to any Tax Return of or with respect to the Company; and there is no reasonable basis on which any claim for material Taxes can be asserted against the Company. (f) Except for statutory liens for current Taxes not yet due, no liens for Taxes exist upon the assets of any of the Company. (g) The Company will not be required to include any amount in income for any taxable period beginning after the Closing Date as a result of a change in accounting method for any taxable period ending on or before the Closing Date or pursuant to any agreement with any Tax authority with respect to any such taxable period. (h) None of the transactions contemplated by this Agreement will result in any Tax liability or the recognition of any item of income or gain to the Company. 9

14 (i) None of the property of the Company is held in an arrangement for which partnership Tax Returns are being filed, and the Company does not own any interest in any controlled foreign corporation (as defined in section 957 of the Code), passive foreign investment company (as defined in section 1296 of the Code) or other entity the income of which is required to be included in the income of the Company. (j) The Company has never been subject to Taxes in any jurisdiction outside the United States. SECTION 3.15. Employee Matters. Set forth on Schedule 3.15 is a complete list of all current employees of the Company, including date of employment, current title and compensation. The Company has no collective bargaining, union or labor agreements, contracts or other arrangements with any group of employees, labor union or employee representative and to the knowledge of the Company there are no organization efforts currently being made or threatened by or on behalf of any labor union with respect to employees of the Company. The Company has not experienced, and the Company does not know or have reasonable grounds to know of any basis for, any strike, material labor trouble, work stoppage, slow down or other interference with or impairment of the Business. The Company has not experienced, and the Company does not know or have reasonable grounds to know of any basis for any strike, material labor trouble, work stoppage, slow down or other interference with or impairment of the Business. SECTION 3.16. Brokers. Except as set forth on Schedule 3.16, no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. SECTION 3.17. Illegal Payments. Neither the Company, the Shareholder nor any of the their agents or other representatives, or any affiliate or immediate family member of any of the foregoing has (a) used any funds of the Company for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (c) made any other unlawful payment. SECTION 3.18. Leased Properties. Schedule 3.18 sets forth a description (including the street address) of all real property leased by the Company (the "Leased Properties"). No premises other than the Leased Properties are used in the business of the Company. SECTION 3.19. Certain Material Contracts. (a) Schedule 3.19(a) lists each agreement and arrangement (whether written or oral and including all amendments thereto) to which the Company is a party or a beneficiary or by which the Company is bound that is material, directly or indirectly, to the business of the Company (collectively, the "Material Contracts"), including without limitation (i) any licensing, 10

15 advertising, promotion, consulting or services agreements pursuant to which the Company earns revenue; (ii) any licensing, supply, or services agreements pursuant which the Company is entitled or obligated to acquire any assets or services from any person; (iii) any insurance policies; (iv) any employment, consulting, non-competition, separation, collective bargaining, union or labor agreements or arrangements; (v) any agreement evidencing, securing, guarantying or otherwise relating to any indebtedness for which the Company has any Liability; (vi) any agreement with or for the benefit of the Shareholder, or any affiliate or family member thereof (which agreements are specifically identified as such in Schedule 3.19(a)); (vii) any real property leases or any capital or operating leases or conditional sales agreements relating to vehicles or equipment; and (viii) any other agreement or arrangement pursuant to which the Company could be required to make or be entitled to receive aggregate payments in excess of $10,000. In addition, Schedule 3.19(a) lists the material terms (including the date on which such agreements terminate) of each of the Company's contracts with the Company's ten largest customers as measured by revenues for the twelve months ending on the Latest Balance Sheet Date. The Material Contracts listed on Schedule 3.19(a) pursuant to which the Company earns revenue are categorized by amount of annual revenue earned by the Company for each such Material Contract for the twelve months ending on the Latest Balance Sheet Date. (b) Except as set forth on Schedule 3.19(b), the Company has performed in all material respects all of its obligations under each Material Contract and there exists no breach or default (or event that with notice or lapse of time would constitute a breach or default) under any Material Contract on the part of the Company or, to the Company's knowledge, on the part of any other party thereto, under any Material Contract. (c) Each Material Contract is valid, binding and in full force and effect and enforceable in accordance with its respective terms. There has been no termination or, to the Company's knowledge, threatened termination or notice of default under any Material Contract. Except as set forth on Schedule 3.19(c), none of the terms of any Material Contract vary materially from the terms of the form of data supply license agreement previously provided by the Company to Buyer. (d) Except as set forth on Schedule 3.19(d), (i) each Material Contract will be automatically transferred from the Company to Buyer upon Closing without any party to a Material Contract providing prior written consent to such transfer and (ii) such transfer will not result in any party to a Material Contract having the right to terminate any Material Contract. SECTION 3.20. Competing Interests. None of the Shareholder, the Company, nor any director, officer, agent or employee of the Company, or any affiliate or immediate family member of any of the foregoing (a) owns, directly or indirectly, an interest in any entity that is a competitor, customer or supplier of the Company or that otherwise has material business dealings with the Company or (b) is a party to, or otherwise has any direct or indirect interest opposed to the Company under, any Material Agreement or other business relationship or arrangement material to the Company provided that the foregoing will not apply to any investment in publicly traded securities constituting less than 1% of the outstanding securities in such class. 11

16 SECTION 3.21. Material Customers and Suppliers. Indicated on Schedule 3.19(a) are the Company's thirty largest online customers and ten largest print customers as measured by revenues for the twelve months ending on the Latest Balance Sheet Date (collectively, the "Material Customers"), and the amount of revenues attributable to each Material Customer during the twelve months ending on the Latest Balance Sheet. Also indicated on Schedule 3.19(a) is a complete list of the Company's six largest suppliers (the "Material Suppliers") by dollar volume of supplied goods and/or services for the twelve months ending on the Latest Balance Sheet Date. Except as set forth in Schedule 3.21, none of the Material Customers or Material Suppliers has threatened to, or notified the Company or any of the Sellers of any intention to, terminate or materially alter its relationship with the Company, and there has been no material dispute with a Material Customer or Material Supplier since January 1, 1998. SECTION 3.22. Intellectual Property. (a) For purposes of this Agreement, "Intellectual Property" means all (i) patents, copyrights and copyrightable works, trademarks, service marks, trade names, service names, brand names, logos, trade dress, Internet domain names and all goodwill symbolized thereby and appurtenant thereto; (ii) trade secrets, inventions, technology, know-how, proprietary information, research material, specifications, surveys, designs, drawings and processes; (iii) computer software and related documentation, including without limitation operating software, network software, firmware, middleware, design software, design tools, management information systems, systems documentation and instructions, databases and the tangible objects in which the foregoing rights are embodied (collectively, "Software"); (iv) artwork, photographs, editorial copy and materials, formats and designs, including without limitation all content currently or previously displayed through Internet sites operated by the Company; (v) customer, partner, prospect and marketing lists, market research data, sales data and traffic and user data; (vi) registrations, applications, recordings, common law rights, "moral" rights of authors, licenses (to or from the Company) and other agreements relating to any of the foregoing; (vii) rights to obtain renewals, reissues, extensions, continuations, divisions or equivalent extensions of legal protection pertaining to the foregoing; and (viii) claims, causes of action or other rights at law or in equity arising out of or relating to any infringement, misappropriation, distortion, dilution or other unauthorized use or conduct in derogation of the foregoing occurring prior to the Closing. (b) Except as set forth on Schedule 3.22(b), there are no registrations or applications for registration of any Intellectual Property or any licenses (to or from the Company) with respect to any registered Intellectual Property. (c) The Company owns or has the right to use pursuant to Material Contracts all Intellectual Property used by the Company in connection with or necessary to the operation of its business, without infringing on or otherwise acting adversely to the rights or claimed rights of any person. Except as set forth on Schedule 3.22(c), the Company is not obligated to pay any royalty or other consideration to any person in connection with the use of any such Intellectual Property. Schedule 3.22(c) also lists the dollar amount that the Company is obligated to pay 12

17 pursuant to any royalty or any other consideration the Company is obligated to pay to any person in connection with the use of any such Intellectual Property. (d) No claim has been asserted against the Company to the effect that the use of any Intellectual Property by the Company infringes the rights of any person. To the Company's knowledge, no other person is currently infringing upon the rights of the Company with respect to the Company's Intellectual Property. (e) The Intellectual Property owned by the Company as of the Closing are sufficient as of the Closing Date for the uses of the business conducted by the Company. The Company has obtained all licenses, royalties and consents necessary to enable Buyer to use the Intellectual Property after the Closing in the manner contemplated by this Agreement. SECTION 3.23. Investor Representations. (a) The Shareholder understands that the Buyer Common Stock to be issued to him in the Merger has not been registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon the exemption provided by Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering and will constitute "restricted securities" under the Securities Act. Consequently, the Shareholder will be able to resell such Buyer Common Stock only (i) pursuant to an effective registration statement covering such resale or (ii) pursuant to an exemption from registration, such as the exemption provided under rule 144 under the Securities Act ("Rule 144"). (b) The Shareholder (i) has a preexisting personal or business relationship with the Company, (ii) by reason of the Shareholder's business or financial experience or the business or financial experience of the Shareholder's professional advisors who are unaffiliated with and who are not compensated by Buyer or any affiliate or selling agent of Buyer, directly or indirectly, could be reasonably assumed to have the capacity to protect such Shareholder's interests in connection with this Agreement, and (iii) is acquiring the Buyer Common Stock for investment for his account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in a manner that would violate the registration provisions of the Securities Act or any other applicable securities laws. (c) The Shareholder acknowledges receipt of the SEC Documents (as defined in Section 4.04) and acknowledges that he has been given the opportunity to ask questions of representatives of Buyer and to receive reasonable additional information to the extent requested in connection with his evaluation of an investment in the Buyer Common Stock. (d) The Shareholder acknowledges that the Buyer Common Stock will bear a restrictive legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 13

18 AMENDED, OR ANY STATE SECURITIES LAWS, AND THE HOLDER HEREOF CANNOT MAKE ANY SALE, ASSIGNMENT, OR OTHER TRANSFER OF SUCH SECURITIES WITHOUT REGISTRATION UNDER OR EXEMPTION FROM SUCH ACTS AND LAWS. THE ISSUER MAY REQUIRE EVIDENCE OF SUCH REGISTRATION OR EXEMPTION PRIOR TO ANY SUCH TRANSFER." SECTION 3.24. Year 2000 Compliance. All hardware, firmware, software and computer systems of the Company and, to the Company's knowledge, of the Company's material customers and material suppliers are, or will be by December 1, 1999, Year 2000 Compliant (as defined below) and shall continue to function in accordance with their intended purpose without material error or material interruption as a result of the transition to the year 2000. Schedule 3.24 includes a reasonable estimate of the additional costs, if any, that the Company will incur to become Year 2000 Compliant. As used herein, "Year 2000 Compliant" means, with respect to any entity, that the hardware, firmware, software and computer systems of such entity (i) will completely and accurately address, produce, store and calculate data involving dates before, on and after January 1, 2000 and will not produce abnormally ending or incorrect results involving such dates as used in any forward or regression dated based functions; and (ii) will provide that date-related functionalities and data fields include the indication of century and millennium and will perform calculations that involve a four-digit year. SECTION 3.25. Insurance. Set forth in Schedule 3.25 is a complete and accurate list of all primary, excess and umbrella policies, bonds and other forms of insurance currently owned or held by or on behalf of and/or providing insurance coverage to the Company and its businesses, properties and assets (and its directors, officers, salespersons, agents or employees). All such policies are in full force and effect. The Company has not received a notice of default under any such policy and has not received written notice of any pending or threatened termination or cancellation, coverage limitation or reduction, or material premium increase with respect to any such policy. Schedule 3.25 also sets forth a complete and accurate summary of all of the self-insurance coverage provided by the Company. No letters of credit have been posted and no cash has been restricted to support any reserves for insurance. The Company's insurance policies are issued by insurers of recognized responsibility and insure the Company and its business, properties and assets against such losses and risks, and in such amounts, as are customary in the case of corporations of established reputation engaged in the same or similar businesses and similarly situated. SECTION 3.26. Employee Benefit Plans. (a) Set forth in Schedule 3.26 attached is a complete and correct list of all "Employee Benefit Plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all plans or policies providing for "fringe benefits" (including but not limited to vacation, paid holidays, personal leave, employee discounts, educational benefits or similar programs), and each other bonus, incentive compensation, deferred compensation, profit sharing, stock, severance, retirement, health, life, disability, group insurance, employment, stock option, stock purchase, stock appreciation right, 14

19 supplemental unemployment, layoff, consulting, or any other similar plan, agreement, policy or understanding (whether written or oral, qualified or nonqualified, currently effective or terminated), and any trust, escrow or other agreement related thereto, which (i) is or has been established, maintained or contributed to by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate has any liability, or (ii) provides benefits, or describes policies or procedures applicable, to any officer, employee, director, former officer, former employee or former director of the Company or any ERISA Affiliate, or any dependent thereof, regardless of whether funded (each, an "Employee Plan," and collectively, the "Employee Plans"). The term "ERISA Affiliate" shall mean any corporation, trade or business the employees of which, together with the employees of the Company, are required to be treated as employed by a single employer under the provisions of ERISA or Code Section 414. (b) With respect to each "Employee Benefit Plan" that is or has been at any time within six years prior to the Closing maintained or contributed to, by the Company or any ERISA Affiliate, or with respect to which the Company or any ERISA Affiliate has or has had liability at any time within six years prior to the Closing (the "Controlled Group Plans"): (i) there is no Controlled Group Plan that is a "defined benefit plan" (as defined in Section 3(35) of ERISA); a "multiemployer plan" or a "multiple employer plan" (as such terms are defined in Sections 3(37)(A) and 3(40)(A) of ERISA); (ii) there are no material unfunded liabilities, and each Controlled Group Plan could be terminated as of the Closing with no liability to Buyer, the Shareholder or any ERISA Affiliate; (iii) no withdrawal liability, within the meaning of ERISA Section 4201 has been incurred that has not been satisfied; no liability to the PBGC has been incurred by any ERISA Affiliate or the Sellers, which liability has not been satisfied; no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Code Section 412 has been incurred; and all contributions to such Controlled Group Plans required by ERISA Section 302 and Code Section 412 have been timely made; (iv) each Controlled Group Plan has been operated in compliance with ERISA, applicable tax qualification requirements and all other applicable laws; (v) each Controlled Group Plan intended to qualify under Code Section 401(a) (a) satisfied in form the requirements of such section except to the extent amendments are not required by law to be made until after the Closing; (b) has received a ruling or determination letter that such Controlled Group Plan qualifies under Internal Revenue Code Section 401(a); and (c) nothing has occurred in operation and/or form since the date of such determination letter that may adversely affect the qualification of such Controlled Group Plan; (vi) there is no Controlled Group Plan that is subject to Title IV of ERISA or the funding requirements of Code Section 412; and 15

20 (vii) as to any Controlled Group plan intended to qualify under Code Section 401, there has been no termination or partial termination of the Controlled Group Plan within the meaning of Section 411(d)(3) of the Code. (c) With respect to each Employee Benefit Plan, the Shareholder has furnished to Buyer true, correct and complete copies of (i) the plan documents (including amendments and summary plan descriptions); (ii) the most recent determination letter received from the Internal Revenue Service; (iii) the annual reports (Form 5500) required to be filed for the three most recent plan years of each such Employee Benefit Plan; (iv) all related trust agreements, insurance contracts or other funding agreements which implement such Employee Benefit Plan; and (v) all other documents, records or other materials related thereto reasonably requested by Buyer. (d) Except as set forth on Schedule 3.26 and to the extent of coverage required under Code Section 4980B, no written or oral representations have been made to any employee or officer or former employee or officer of the Company promising or guaranteeing any coverage under any "employee welfare benefit plan" (as defined in ERISA Section 3(1)) for any period of time beyond the end of the current plan year. (e) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of payment or vesting, or increase the amount of compensation (including amounts due under an Employee Benefit Plan) due to any employee, officer, former employee or former officer of any Buyer; (ii) require the Company to make a larger contribution to, or pay greater benefits or provide owner rights under, any Employee Benefit Plan than it otherwise would, or (iii) create or give rise to any additional vested rights or serve as credits under any Employee Benefit Plan. (f) No condition exists that would subject the Buyer, any ERISA Affiliate or the Company to any excise tax, penalty tax or fine related to any Employee Benefit Plan, including, but not limited to a violation of Section 406(a) or (b) of ERISA or any "prohibited transaction" (as defined in Code Section 4975(c)(1)). (g) There are no agreements or Employee Benefit Plan provisions which will or may provide payments of money or other property, acceleration of benefits, or provisions of other rights to any officer, employee, shareholder, independent contractor or highly compensated individual, or other "disqualified individual" within the meaning of Code Section 280G(c) which will be "parachute payments" under Code Section 280G that are nondeductible to the Company or subject to tax under Code Section 4999. (h) Other than routine claims for benefits, there are no actions, suits, claims, audits, or investigations pending or, to the Shareholder's knowledge, threatened against, or with respect to, any of the Employee Benefit Plans or their assets; and all contributions required to be made to the Employee Benefit Plans have been made timely. 16

21 (i) Each Employee Benefit Plan is in compliance with the applicable requirements for reporting and disclosure to participants under ERISA with respect to that Employee Benefit Plan and all required annual returns and other reports and disclosures that each such Employee Benefit Plan is required to file or furnish to governmental agencies, Employee Benefit Plan participants, or Benefit Plan beneficiaries have been filed or furnished in accordance with applicable law in a timely manner. (j) All contributions and payments with respect to each Employee Benefit Plan required pursuant to the terms of each Employee Benefit Plan, the Code, ERISA or other applicable law have been made on a timely basis. SECTION 3.27. Information Supplied. Without limiting any of the representations and warranties contained herein, no written representation or written warranty of the Company or the Shareholder and no statement by the Company or the Shareholder contained in the Schedules to this Agreement contains any untrue statement of material fact, or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements were made, not misleading. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to the Company and the Shareholder that: SECTION 4.01. Organization and Qualification. Buyer is a corporation duly organized, validly existing and in good standing under Delaware Law and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary. SECTION 4.02. Authority. Buyer has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. SECTION 4.03. No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer does not, and the consummation of the transactions contemplated hereby will not (i) conflict with or violate the certificate of incorporation or bylaws, in each case as amended or restated, of Buyer, (ii) conflict 17

22 with or violate any Laws applicable to Buyer or by which any of its properties or assets is bound or subject, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer is a party or by or to which Buyer or any of its properties is bound or subject. (b) The execution and delivery of this Agreement by Buyer does not, and the consummation of the transactions contemplated hereby will not, require Buyer to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any Governmental Entities, except for the filing and recordation of appropriate merger documents as required by Colorado Law or Delaware Law and except for any required filings under or related to federal or state securities laws or regulations. SECTION 4.04. SEC Documents. Buyer has filed all forms, reports and documents required to be filed by Buyer with the SEC as of the date hereof and Buyer has delivered to the Company and the Shareholder a true and complete copy of Buyer's Annual Report on Form 10-K/A for the year ended December 31, 1998, its quarterly reports on Form 10-Q for the quarter ended March 31, 1999, and its definitive proxy statement for its annual meeting of stockholders held in 1999 (together, the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. SECTION 4.05. Financial Statements. The financial statements of Buyer, including the notes thereto, included in the SEC Documents (the "Buyer Financial Statements") present fairly, in all material respects, the consolidated financial position of Buyer as of their respective dates and the results of Buyer's operations and cash flows for the respective periods, complied as to form in all material respects with generally accepted accounting principles and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with United States generally accepted accounting principles applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto). The Buyer Financial Statements fairly present the consolidated financial condition and operating results of Buyer and its subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments). There has been no material change in Buyer accounting policies except as described in the notes to the Buyer Financial Statements. SECTION 4.06. Tax Matters. Neither Buyer nor, to the knowledge of Buyer, any of its affiliates has taken or agreed to take any action that would prevent the Merger from constituting a reorganization qualifying under the provisions of section 368(a) of the Code. SECTION 4.07. Valid Issuance of Buyer Common Stock. The shares of Buyer Common Stock to be issued pursuant to the Merger have been duly authorized and reserved for 18

23 issuance and, when issued in accordance with the terms of this Agreement will be validly issued, fully paid, and non-assessable and not subject to any preemptive rights and issued in compliance with all applicable federal or state securities laws. The authorized, issued and outstanding capitalization of Buyer is as set forth in the SEC Documents as of the dates of the financial statements or other information included in the SEC Documents. SECTION 4.08. Brokers. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer. SECTION 4.09. Absence of Litigation. There is no action, suit, proceeding, claim, arbitration or investigation pending, or as to which Buyer has received written notice, which seeks to enjoin, alter or materially delay any of the transactions contemplated by this Agreement. SECTION 4.10. Absence of Certain Changes or Events. Since the date of Buyer Financial Statements included in the SEC Documents, there has not been any change, occurrence or circumstance having or reasonably likely to have, individually or in the aggregate, a material and adverse effect on the financial condition of Buyer; provided, however, that any occurrences directly attributable to conditions affecting the economy in general or the Buyer's industry in general or fluctuations in the stock market shall not be taken into account in determining whether there has been or would be an occurrence having a material adverse effect with respect to the Buyer. ARTICLE V COVENANTS SECTION 5.01. Affirmative Covenants of the Company. The Company hereby covenants and agrees that, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or consented to in writing by Buyer, the Company will: (a) operate its business only in the usual and ordinary course consistent with past practices; (b) use commercially reasonable efforts to preserve substantially intact its business organization, maintain its Material Contracts, and Intellectual Property and other material rights, retain the services of its respective officers and key employees and maintain its relationships with its material customers and suppliers; (c) maintain and keep its assets in as good repair and condition as at present, ordinary wear and tear excepted; (d) maintain and keep in full force and effect insurance comparable in amount and scope of coverage to that currently in effect; and 19

24 (e) from the date of this Agreement and to the Effective Time, promptly supplement or amend the Schedules to this Agreement with respect to any matter that arises or that is required to be set forth or listed in the Schedules or is necessary to complete or correct any information in the Schedules; provided, that for purposes of determining the rights and obligations of the parties hereunder (other than the obligation of the Company under this Section 5.01(e)), any such supplemental or amended disclosure will not be deemed to have been disclosed to Buyer unless Buyer otherwise expressly consents in writing. SECTION 5.02. Negative Covenants of the Company. Except as expressly contemplated by this Agreement or otherwise consented to in writing by Buyer, from the date of this Agreement until the Effective Time, the Company will not do any of the following: (a) amend or otherwise modify any of the Material Contracts; (b) (i) effect any reorganization or recapitalization; (ii) issue any capital stock or any option, warrant or similar agreement with respect to its capital stock; (iii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; or (iv) adopt or propose to adopt any amendments to its Articles of Incorporation or bylaws; (c) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its assets, except for dispositions of inventories and of assets in the ordinary course of business and consistent with past practice; (d) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy; (e) take any action that would result in a breach (as of the Closing) of any of the representations and warranties set forth in Section 3.11; (f) pay or agree to pay any dividend, distribution, or other payment to the Shareholder; (g) pay or agree to pay any bonus, incentive compensation, or similar payment to any of its employees or increase the compensation of the Shareholder or any other employee; (h) make any material expenditure or commitment except in the ordinary course of business consistent with past practice; or (i) agree in writing or otherwise to do any of the foregoing. SECTION 5.03. Restrictive Covenant. The Shareholder acknowledges that he was a beneficial owner of the goodwill of the Company. In consideration of the purchase of all of the Shareholder's stock in the Company and the delivery of Confidential Information to the 20

25 Shareholder, the Shareholder hereby agrees that, for a period of three years from the Closing Date, the Shareholder will not (except in the course of performing authorized duties as an employee of Buyer), directly or indirectly, either as an employee, partner, owner, director, adviser or employee or in any other capacity: (a) engage in any business that involves (i) (x) operating an internet site or providing data services to an internet site related to financial news, tools, features, data or other information or (y) any business that competes with the business of Buyer (collectively, a "Competing Business") in any location, or (ii) the creation of content or complementary services for, or the sale of advertising for, such a Competing Business in any location. (b) directly or indirectly solicit or attempt to solicit any customer or potential customer of Buyer to purchase advertising or other goods or services that are competitive with those offered by Buyer from any person or entity other than Buyer; or (c) recruit or solicit for employment any person who is, or within the twelve month period preceding the date of such activity was, an employee of Buyer. Notwithstanding the foregoing, the Shareholder may own, directly or indirectly, solely as an investment, up to one percent (1%) of any class of publicly traded securities of any entity that owns a Competing Business. (d) Should the Shareholder violate paragraph (a) above, the Shareholder and Buyer agree that any financial benefits whatsoever received by the Shareholder from the Competing Business shall be turned over to Buyer for a period of twelve (12) months after the commencement of participation in such Competing Business. (e) The Shareholder represents to Buyer that he is willing and able to engage in businesses that are not Competing Businesses hereunder and that enforcement of the restrictions set forth in this Section 5.03 would not be unduly burdensome to him. Buyer and the Shareholder acknowledge and agree that the restrictions set forth this Section 5.03 are reasonable as to time, geographic area and scope of activity and do not impose a greater restraint than is necessary to protect the legitimate business interests of Buyer. The Shareholder acknowledges that Buyer has an international presence and a global market and therefore has need of a worldwide geographic restriction. (f) Should the Shareholder violate paragraph (b) above, the Shareholder and Buyer agree that all of the revenues from such customer collected by or owed to the Shareholder, or any entity for which the Shareholder is employed or in any way associated with, shall be turned over to Buyer for a period of twelve (12) months after the date of the solicitation. (g) Should the Shareholder violate paragraph (c) above, the Shareholder and Buyer agree that the Shareholder shall pay to Buyer the salary of such person for a period of twelve (12) months after the date of the solicitation. 21

26 If the provisions of this Section 5.03 below are found by a court of competent jurisdiction to contain limitations as to time, geographic area or scope of activity that are not reasonable or not necessary to protect the legitimate business interests of Buyer, then such court is hereby directed to reform such provisions to the minimum extent necessary to cause the limitations contained therein as to time, geographical area and scope of activity to be reasonable and to impose a restraint that is not greater than necessary to protect the legitimate business interests of Buyer. SECTION 5.04. Confidential Information. (a) The assets of the Company include certain commercially valuable technical and non-technical confidential or proprietary information of the Company (collectively, "Confidential Information"). Confidential Information means all information used by the Company in connection with operating its business that is not generally known to others in similar areas of business, including without limitation (i) trade secrets, software, work product, processes, analyses and know-how related to the architecture and operation of the Company's business or the submission, collection or organization of its contents; (ii) customer and prospect lists and other marketing, advertising, pricing, strategic and business plans and information related to the Company's business; and (iii) information concerning traffic at the Company's Internet sites and financial information concerning the operation of the Company's business. (b) The Shareholder acknowledges and agrees that, following the Closing, the Confidential Information will be the sole and exclusive property of the Surviving Corporation. Following the Closing, the Shareholder will not, directly or indirectly, use any Confidential Information for his own benefit or disclose any Confidential Information to any person (except in the course of performing authorized duties for Buyer or the Surviving Corporation). At Buyer's request after the Closing, the Shareholder will promptly deliver to Buyer or the Surviving Corporation all documents, computer disks and other computer storage devices, computer printouts, manuals and other papers and materials (including all copies thereof in whatever form) containing or incorporating any Confidential Information that are in his possession or under his control. SECTION 5.05. Access and Information. (a) The Company shall (i) afford to Buyer and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the "Buyer Representatives") reasonable access at reasonable times, upon reasonable prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and to the books and records thereof, (ii) furnish promptly to Buyer and the Buyer Representatives such information concerning the business, properties, contracts, records and personnel of the Company (including, without limitation, financial, operating and other data and information) as may be reasonably requested, from time to time, by Buyer, and (iii) authorize Buyer to contact and obtain relevant information from the Company's accountants, material customers and suppliers and any governmental agencies having dealings with the Company. 22

27 (b) No investigation by the parties hereto made heretofore or hereafter shall affect the representations and warranties of the parties which are herein contained and each such representation and warranty shall survive such investigation. SECTION 5.06. Appropriate Action; Consents; Filings. (a) Each of Buyer, the Shareholder and the Company shall use (and shall cause each of their respective subsidiaries to use, as applicable) all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement, and (ii) obtain from any Governmental Entities or other third parties any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Buyer or the Company or any of their subsidiaries or affiliates, as applicable, in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the Merger. The Shareholder, the Company and Buyer shall furnish all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the transactions contemplated by this Agreement. (b) Each of Buyer, the Shareholder and the Company shall give (or shall cause their respective subsidiaries and affiliates, as applicable, to give) any notices to third parties, and use (and cause their respective subsidiaries and affiliates, as applicable, to use) all reasonable efforts to obtain any third party consents (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement or (ii) otherwise required under any Material Contracts, or other agreements in connection with, or in order to allow the Company to continue to be entitled to the benefits thereof following, the consummation of the transactions contemplated hereby. In the event that any party shall fail to obtain any third party consent described above and the parties agree to consummate the Merger without such consent, such party shall use commercially reasonable efforts, and shall take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and Buyer, their respective subsidiaries, and their respective businesses resulting, or which could reasonably be expected to result after the Effective Time, from the failure to obtain such consent. SECTION 5.07. Tax Treatment. Each party hereto shall use all reasonable efforts to cause the Merger to qualify, and shall not take, and shall use all reasonable efforts to prevent any affiliate of such party from taking, any actions which could prevent the Merger from qualifying as a reorganization under the provisions of section 368(a) of the Code. SECTION 5.08. Public Announcements. Prior to the Closing, the Company and the Shareholder will not issue a press release or make any statement to the general public concerning such transaction or the absence thereof without the express prior written consent of Buyer and Buyer will not issue a press release or make any statement to the general public concerning such transaction or the absence thereof without the express prior written consent of the Company; provided, however, that Buyer may issue a press release or make any statement to the general public concerning such transaction or the absence thereof without the express prior 23

28 written consent of the Company as, in the advice of Buyer's counsel, is required by law. Upon Closing, Buyer will issue a press release and shall use commercially reasonable efforts to furnish such release or statement to the Company at least 24 hours in advance of issuance. SECTION 5.09. Fees, Expenses and Other Payments. Transaction costs and expenses (including, without limitation, all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its affiliates) incurred by the Company and the Shareholder in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby will be paid for in accordance with the terms of the Agreement Regarding Company Expenses entered into as of the date hereof. Transaction costs and expenses (including, without limitation, all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its affiliates) incurred by Buyer in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby will be paid by Buyer. To the extent any accounts payable that would be reflected on a balance sheet of the Company prepared as of the Closing Date in accordance with generally accepted accounting principles, consistently applied, exceed $50,000, such excess will be paid by the Shareholder to Buyer through a reduction in the purchase price paid to the Shareholder at Closing pursuant to Section 2.03(a) hereof; provided, however, that accounts payable shall not include "Credit Card Liabilities," "Other Current Liabilities" or "Long Term Liabilities" as reflected in each of these line items of the Company's balance sheet. SECTION 5.10. Employment Agreement. At the Closing, the Surviving Corporation will enter into an employment agreement with Neil Nordby in substantially the form of Exhibit A attached hereto. SECTION 5.11. Option Agreement. Buyer will grant the Shareholder 25,000 incentive stock options upon the Shareholder joining Buyer as a full-time employee. The options will be issued pursuant to Buyer's standard employee option plan with all the customary terms, with an exercise price equal to the fair market value of Buyer's Common Stock on the date of the grant. SECTION 5.12. Nordby Name. Following the Closing, the Surviving Corporation shall cease using the "Nordby" name and will use commercially reasonable efforts to advise the Company's suppliers and customers of the new name under which the business of the Company shall be conducted. Notwithstanding the foregoing, the Surviving Corporation may use the "Nordby" name for a period of one year from the Closing Date. SECTION 5.13. Business Location. For a period of three years from the Closing Date, Buyer agrees and covenants to maintain the Company's offices and operations within a 20-mile radius of the Company's current location in Boulder, Colorado; provided, however, that the provisions of this Section 5.13 may be waived in writing by the Shareholder or, if the Shareholder is not an employee of the Surviving Corporation at that time, the then current head of the Surviving Corporation's operations in Colorado. 24

29 SECTION 5.14. Company Liabilities. Buyer agrees and covenants to use commercially reasonable efforts to satisfy, or have Shareholder's guarantees or personal assets removed from, outstanding Company liabilities after the Closing. SECTION 5.15. Company Financials. The Shareholder acknowledges that the Buyer may be required to file the Company's financial statements with the U.S. Securities and Exchange Commission and the Shareholder agrees to use commercially reasonable efforts to assist Buyer in obtaining any necessary consents and take any other necessary actions to permit Buyer to make such filings. Ernst & Young LLP has substantially completed an audit of the Company's Year End Financial Statements. After the Closing, the Surviving Corporation and the Shareholder will use commercially reasonable efforts to have Ernst & Young LLP complete such audit. All expenses incurred by the Surviving Corporation in connection with the completion of such audit will then become a trade payable of the Surviving Corporation. In the event Ernst & Young LLP declines to complete such audit, Ernst & Young charges relating to the incomplete audit will become the full responsibility of the Shareholder. ARTICLE VI CLOSING CONDITIONS SECTION 6.01. Conditions to Obligations of Buyer. The obligations of Buyer to effect the Merger and the other transactions contemplated hereby are also subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived in writing by Buyer, in whole or in part: (a) Each of the representations and warranties of the Company and the Shareholder contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Buyer shall have received a certificate signed by the President of the Company, dated the Closing Date, to such effect. (b) Each of the Company and the Shareholder shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. Buyer shall have received a certificate signed by the President of the Company, dated the Closing Date, to such effect. (c) Since the Latest Balance Sheet Date, there has not occurred any material adverse change in the condition (financial or otherwise), results of operations, business, site traffic, prospects, assets or Liabilities of the Business. (d) Buyer shall have received a closing certificate signed by the President of the Company substantially in the form of Exhibit C attached hereto. 25

30 (e) No Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger (an "Order"); and no such Governmental Entity or third party shall have initiated or threatened to initiate any proceeding seeking an Order. (f) Counsel to the Company shall have delivered to Buyer its written opinion substantially in the form of Exhibit D attached hereto. (g) Each of the Company and the Shareholder shall have obtained each consent and approval necessary in order that the transactions contemplated hereby do not constitute a material breach or violation of, or result in a right of termination or acceleration of any encumbrance on any material portion of the Company's properties or assets, any Material Contract, material arrangement or understanding. (h) The total Liabilities of the Company of the type that would be reflected in a balance sheet of the Company prepared as of the Closing Date in accordance with generally accepted accounting principles shall not exceed $175,000. (i) All proceedings taken by the Company and all instruments executed and delivered by the Company and the Shareholder, as applicable, on or prior to the Closing Date in connection with the transactions herein contemplated shall be reasonably satisfactory in form and substance to Buyer. (j) Buyer has completed its due diligence investigation of the Company, including legal, operational, financial and technical matters, and the results of such investigation are satisfactory to Buyer in its sole discretion. (k) Buyer's Board of Directors has approved the execution and delivery of this Agreement, the Merger and the transactions contemplated hereby. (l) The Shareholder shall have delivered to Buyer the executed employment agreement described in Section 5.10 of this Agreement. SECTION 6.02. Conditions to Obligations of the Company and the Shareholder. The obligation of the Company and the Shareholder to effect the Merger and the other transactions contemplated hereby is also subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived in writing by the Company and the Shareholder, in whole or in part: (a) Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties 26

31 specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). The Company shall have received a certificate signed by an executive officer of Buyer, dated the Closing Date, to such effect. (b) Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. The Company shall have received a certificate of the President of the Buyer, dated the Closing Date, to that effect. (c) No Governmental Entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Order which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger; and no such Governmental Entity or third party shall have initiated or threatened to initiate any proceeding seeking an Order. (d) Counsel to Buyer shall have delivered to the Company its written opinion substantially in the form of Exhibit E attached hereto. (e) All proceedings taken by Buyer and all instruments executed and delivered by Buyer on or prior to the Closing Date in connection with the transactions herein contemplated shall be reasonably satisfactory in form and substance to the Company. (f) The Company shall have received a closing certificate signed by an executive officer of Buyer substantially in the form of Exhibit F attached hereto. (g) The Company and Shareholder have completed their due diligence investigation of Buyer, including legal, operational, financial and technical matters, and the results of such investigation are satisfactory to the Company and the Shareholder, in their respective sole discretions. (h) The Company's Board of Directors has approved the execution and delivery of this Agreement, the Merger and the transactions contemplated hereby. (i) The Shareholder has approved the execution and delivery of this Agreement, the Merger and the transactions contemplated hereby. (j) Buyer shall have executed and delivered to the Company the Promissory Note. ARTICLE VII INDEMNIFICATION SECTION 7.01. Indemnification of Buyer. Notwithstanding any investigation by Buyer or the Buyer Representatives, the Shareholder will indemnify and hold Buyer, its 27

32 subsidiaries and their respective affiliates, directors, officers, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from any and all Liabilities, obligations, claims, contingencies, damages, costs and expenses, including all court costs and reasonable attorneys' fees (collectively, "Losses"), that any Buyer Indemnified Party may suffer or incur as a result of or relating to: (a) the breach of any representation or warranty made by the Company or the Shareholder in this Agreement or pursuant hereto or any allegation by a third party that, if true, would constitute such a breach; or (b) the breach of any covenant or agreement of the Company or the Shareholder under this Agreement or any allegation by a third party that, if true, would constitute such a breach; provided that, except with respect to the breach or the alleged breach of the representations and warranties set forth in Sections 3.03 and 3.06, for which the limitation contained in (ii) below shall not apply, (i) the Buyer Indemnified Parties will not be entitled to indemnification under paragraph (a) of this Section 7.01 unless the aggregate amount of all Losses for which indemnification is sought by the Buyer Indemnified Parties pursuant to such paragraph exceeds $50,000, in which case the Buyer Indemnified Parties will be entitled to indemnification for the full amount of all such Losses; and (ii) the Buyer Indemnified Parties will not be entitled to indemnification under paragraph (a) of this Section 7.01 in an aggregate amount exceeding $8,000,000. SECTION 7.02. Survival. The Buyer Indemnified Parties' rights to indemnification under paragraph (a) or (b) of Section 7.01 will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated herein for a period of two years after the Closing Date; provided that (a) the representations and warranties set forth in Sections 3.03 and 3.06 will survive indefinitely; (b) if the violation of any representation or warranty would constitute a violation of any statute, law, ordinance, decree, order, rule or regulation of any Governmental Entity, such representation or warranty will survive until thirty calendar days after the expiration of the statute of limitations applicable to such violation; (c) the representations and warranties set forth in Section 3.14 will survive until thirty calendar days after the expiration of the statute of limitations applicable to such violation; and (d) any representation or warranty, the violation of which is made the basis of a claim for indemnification pursuant to Section 7.01(a), will survive until such claim is finally resolved if the Buyer Indemnified Parties notifies the Shareholder of such claim in reasonable detail prior to the date on which such representation or warranty would otherwise expire hereunder. No claim for indemnification pursuant to Section 7.01 based on the breach or alleged breach of a representation or warranty may be asserted by the Buyer Indemnified Parties after the date on which such representation or warranty expires hereunder. SECTION 7.03. Notice. The Buyer Indemnified Parties entitled to receive indemnification under this Article VII agree to give prompt written notice to the Shareholder upon the occurrence of any indemnifiable Loss or the assertion of any claim or the 28

33 commencement of any action or proceeding in respect of which such a Loss may reasonably be expected to occur (a "Claim"), but the Buyer Indemnified Parties' failure to give such notice will not affect their rights to indemnification under this Article VII, except to the extent that the Shareholder is materially prejudiced thereby. Such written notice will include a reference to the event or events forming the basis of such Loss or Claim and the amount involved, unless such amount is uncertain or contingent, in which event the Buyer Indemnified Parties will give a later written notice when the amount becomes fixed. SECTION 7.04. Defense of Claims. The Shareholder may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Buyer Indemnified Parties and the payment of expenses related thereto, if (a) the Shareholder acknowledges his obligation to indemnify the Buyer Indemnified Parties for any Losses resulting from such Claim and provide reasonable evidence to the Buyer Indemnified Parties of his financial ability to satisfy such obligation; (b) the Claim does not seek to impose any liability or obligation on the Buyer Indemnified Parties other than for money damages; and (c) the Claim does not relate to the Buyer Indemnified Parties' relationship with their customers or employees. If such conditions are satisfied and the Shareholder elects to assume and control the defense of a Claim, then (i) the Shareholder will not be liable for any settlement of such Claim effected without the consent of the Shareholder, which consent will not be unreasonably withheld; (ii) the Shareholder may settle such Claim without the consent of the Buyer Indemnified Parties; and (iii) the Buyer Indemnified Parties may employ separate counsel and participate in the defense thereof, but the Buyer Indemnified Parties will be responsible for the fees and expenses of such counsel unless (A) the Shareholder has failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Buyer Indemnified Parties and the interests represented by the Shareholder that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Shareholder. If such conditions are not satisfied, the Buyer Indemnified Parties may assume and control the defense of the Claim; provided that the Buyer Indemnified Parties may not settle any such Claim without the consent of the Shareholder, which consent will not be unreasonably withheld, and further provided that the Shareholder is given a reasonable opportunity to participate in such defense (at the Shareholder's expense). ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER SECTION 8.01. Termination. This Agreement may be terminated at any time prior to the Effective Time, as follows: (a) by mutual consent of Buyer and the Company; (b) by Buyer, upon a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Sections 6.01(a) or (b) would be incapable of being satisfied by August 15, 1999; 29

34 provided that, in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(b); (c) by the Company, upon a breach of any representation, warranty, covenant or agreement on the part of Buyer set forth in this Agreement, or if any representation or warranty of Buyer shall have become untrue, in either case such that the conditions set forth in Sections 6.02(a) or (b) would be incapable of being satisfied by August 15, 1999; provided that, in any case, a willful material breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.01(c); (d) by either Buyer or the Company, if there shall be any Order that is final and nonappealable preventing the consummation of the Merger, except if the party relying on such Order to terminate this Agreement has not complied with its obligations under Section 5.05 of this Agreement; (e) by either Buyer or the Company, if the Merger shall not have been consummated before August 15, 1999. The right of any party hereto to terminate this Agreement pursuant to this Section 8.01 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any party hereto, any person controlling any such party or any of their respective officers, directors, representatives or agents, whether prior to or after the execution of this Agreement. SECTION 8.02. Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void, there shall be no liability on the part of the parties to the other parties and all rights and obligations of any party hereto shall cease, except that nothing herein shall relieve any party of any liability for any breach of such party's representations, warranties, covenants or agreements contained in this Agreement. SECTION 8.03. Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. SECTION 8.04. Waiver. At any time prior to the Effective Time, Buyer, on the one hand, and the Company, on the other hand, may (a) extend the time for the performance of any of the obligations or other acts of the other party hereto, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto and (c) waive compliance by the other party with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. 30

35 ARTICLE IX REGISTRATION RIGHTS SECTION 9.01. Registration Statement. Within thirty (30) days of the Closing Date, Buyer will prepare and file with the SEC, pursuant to the Securities Act, a registration statement on Form S-3 (the "Registration Statement") covering the resale of all of the Buyer Common Stock issued to the Shareholder in the Merger (collectively, the "Registered Shares") in a continuous offering. Buyer will use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable thereafter and to remain effective until the earlier of (i) the date that all of the Registered Shares have been sold by the Shareholder or (ii) the first anniversary of the Closing. The Shareholder will not sell any Registered Shares under the Registration Statement unless, at the time of sale, the Registration Statement (and the most recently filed post effective amendment thereto, if any) has been declared effective. The period of time during which the Registration Statement is effective is referred to as the "Registration Period." SECTION 9.02. Limitations on Sale. (a) The Shareholder will notify Buyer two business days prior to selling any Registered Shares pursuant to the Registration Statement. If, upon receipt of such a notice, Buyer certifies to the Shareholder in writing that (i) due to a change in circumstances or a pending transaction, the Registration Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the public disclosure required to correct such misstatement or omission would be impracticable or injurious to Buyer, then the Shareholder will refrain from selling any Registered Shares pursuant to the Registration Statement for the period of time requested by Buyer (a "Blackout Period"). Buyer may impose no more than four Blackout Periods, which may not exceed 45 calendar days each and may not exceed 90 calendar days in the aggregate. Buyer will use reasonable efforts to minimize the time period during which the Shareholder are required to refrain from selling under this paragraph. (b) In addition to the foregoing restrictions, the Shareholder will not sell, transfer or otherwise dispose of any shares of Buyer Common Stock or otherwise reduce his risk of loss with respect to any of the Buyer Common Stock issued to him in the Merger until Buyer has publicly released earnings covering at least 30 days of combined operations of the Surviving Corporation. Buyer will use commercially reasonable efforts to release such earnings as soon as reasonably practicable after the Closing; provided that Buyer will not be required to publicly release earnings for a period other than a full calendar quarter. SECTION 9.03. Information. The Shareholder will furnish to Buyer, at Buyer's reasonable request, such information regarding the ownership of Registered Shares by the Shareholder and the intended method of disposition thereof as is required in connection with the preparation of a registration statement covering the Registered Shares. 31

36 SECTION 9.04. Expenses. Buyer will bear all expenses arising or incurred in connection with any registration of the Registered Shares hereunder, including without limitation registration fees, printing expenses and Buyer's accounting and legal fees and expenses; provided that the Shareholder will bear the expense of any underwriting fees, discounts or commissions applicable to its sale of the Registered Shares and the fees and expenses of any separate legal counsel or accounting firm engaged by the Shareholder. SECTION 9.05. Indemnification. (a) Buyer agrees to indemnify the Shareholder and each underwriter and selling broker of the Registered Shares registered hereunder and their respective officers and directors and each person or entity, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act and their respective successors against all Losses arising out of or relating to any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement or any prospectus included therein or incident thereto or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse the Shareholder and such other persons for any legal and other expenses reasonably incurred by them in connection with investigating or defending any claim or action related to such a Loss; provided, however, that Buyer will not be liable in any such case if and to the extent that (i) such statement or omission was made in reliance upon information (including, without limitation, written negative responses to inquiries) furnished to Buyer in writing by the Shareholder expressly for use in the Registration Statement or such a prospectus or (ii) the Shareholder fails to deliver or cause to be delivered a copy of the final prospectus relating to such offering (as then amended or supplemented) to the person asserting such claim and such final prospectus would have cured the defect giving rise to such Loss. (b) The Shareholder will indemnify Buyer and the respective officers and directors and each person or entity, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act and their respective successors against all Losses arising out of or relating to any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement or any prospectus included therein or incident thereto or any omission (or alleged omission) to state therein a material fact required to be stated or necessary to make the statements therein not misleading, and will reimburse Buyer and such other persons for any legal and any other expenses reasonably incurred by them in connection with investigating or defending any claim or action related to such a Loss; provided, however, that this subparagraph (b) shall apply only in the case of and to the extent specified in clauses (i) and (ii) of the preceding paragraph. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to any of the two preceding paragraphs, the indemnified and indemnifying parties shall comply with the notice and defense of claims provisions of Sections 7.03 and 7.04 with respect to such proceeding. 32

37 ARTICLE X GENERAL PROVISIONS SECTION 10.01. Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given upon receipt, if delivered personally or by overnight delivery service or if mailed by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like changes of address) or sent by electronic transmission: (a) If to Buyer, to: CNET, Inc. 150 Chestnut Street San Francisco, California 94111 Attention: Douglas N. Woodrum Facsimile: (415) 395-9205 with a copy to: Hughes & Luce, L.L.P. 1717 Main Street Suite 2800 Dallas, Texas 75201 Attention: R. Clayton Mulford Facsimile: (214) 939-5849 (b) If to the Shareholder, to: 1765 Casey Court Lafayette, Colorado 80026 Attention: Neil Nordby with a copy to: Hutchinson, Black and Cook LLC 1215 Spruce Street, Suite 100 Boulder, Colorado 80302 Attention: James L. Carpenter, Jr. Facsimile: (303) 442-6593 SECTION 10.02. Certain Definitions. For the purposes of this Agreement, the term: (a) "affiliate" means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person. (b) "business day" means any day other than a day on which banks in the State of Delaware are authorized or obligated to be closed. 33

38 (c) "control" (including the terms "controlled," "controlled by," and "under common control with") means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of stock or as trustee or executor, by contract or credit arrangement or otherwise. (d) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (e) "knowledge" of or "known" by a person, with respect to any matter in question, means (i) in the case of the Company, if any director or executive officer of the Company has actual knowledge of such matter or would have knowledge of such matter following due inquiry, and (ii) in the case of Buyer, if any director or executive officer of Buyer has actual knowledge of such matter or would have knowledge of such matter following due inquiry. (f) "person" means an individual, corporation, partnership, association, trust, unincorporated organization, other entity or group (as used in Section 13(d) of the Exchange Act). (g) "Securities Act" means the Securities Act of 1933, as amended. (h) "Tax" or "Taxes" means any and all taxes, charges, fees, levies, assessments, duties or other amounts payable to any federal, state, local or foreign taxing authority or agency, including, without limitation, (i) income, franchise, profits, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, disability, employment, social security, workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer and gains taxes, (ii) customs, duties, imposts, charges, levies or other similar assessments of any kind, and (iii) interest, penalties and additions to tax imposed with respect thereto. SECTION 10.03. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement Section references herein are, unless the context otherwise requires, references to sections of this Agreement. SECTION 10.04. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as 34

39 possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible. SECTION 10.05. Entire Agreement. This Agreement (together with the Exhibits and the Schedules to this Agreement) constitutes the entire agreement of the parties, and supersede all prior agreements and undertakings, both written and oral, among the parties or between any of them, with respect to the subject matter hereof. SECTION 10.06. Assignment. This Agreement shall not be assigned by operation of law or otherwise. SECTION 10.07. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except as expressly provided herein. SECTION 10.08. Specific Performance. The parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder, including its failure to take all actions as are necessary on its part to the consummation of the Merger, will cause irreparable injury to the other parties for which damages, even if available, will not be an adequate remedy. Accordingly, each party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party's obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder. SECTION 10.09. Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive to, and not exclusive of, any rights or remedies otherwise available. SECTION 10.10. Further Assurances. Each party hereto agrees to execute any and all documents and to perform such other acts as may be necessary or expedient to further the purposes of this Agreement and the transactions contemplated hereby. SECTION 10.11. Governing Law; Venue. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW AND EXCEPT TO THE EXTENT THAT COLORADO LAW MANDATORILY PROVIDES. THE PARTIES AGREE THAT VENUE FOR ANY ACTION BROUGHT TO ENFORCE THIS AGREEMENT SHALL BE A COURT OF COMPETENT JURISDICTION IN SAN FRANCISCO, CALIFORNIA. THE PREVAILING PARTY IN ANY SUCH ACTION SHALL BE ENTITLED TO RECOVER ALL EXPENSES INCURRED IN CONNECTION WITH SUCH ACTION, INCLUDING, WITHOUT LIMITATION, COSTS OF INVESTIGATION, ATTORNEYS' FEES, EXPENSES OF PREPARATION FOR PROCEEDINGS, AND ALL OTHER EXPENSES ASSOCIATED WITH ENFORCEMENT OF THIS AGREEMENT. 35

40 SECTION 10.12. Counterparts. This Agreement may be executed in multiple counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 36

41 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. CNET, INC. By: /s/ SHELBY W. BONNIE ------------------------------------- Shelby W. Bonnie Vice Chairman NORDBY INTERNATIONAL, INC. By: /s/ NEIL NORDBY ------------------------------------- Neil Nordby President SHAREHOLDER: /s/ NEIL NORDBY ---------------------------------------- Neil Nordby