<PAGE>

                                                                    Exhibit 10.1





                            ASSET PURCHASE AGREEMENT






                                  BY AND AMONG




                                  RMI.NET, INC.




                                       AND




                             AIS NETWORK CORPORATION


                                       AND


                         THE INDIVIDUALS WHOSE NAMES ARE
                          ON THE SIGNATURE PAGE HERETO






                                DECEMBER 23, 1999


<PAGE>



                                TABLE OF CONTENTS

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 1. DEFINITIONS ..................................................................................................1

 2. BASIC TRANSACTION ............................................................................................6

    (a) Purchase and Sale of Acquired Assets .....................................................................6

    (b) Assumption of Liabilities ................................................................................6

    (c) Purchase Price ...........................................................................................6

    (d) Adjustment to Purchase Price .............................................................................8

    (e) The Closing ..............................................................................................9

    (f) Deliveries at the Closing ................................................................................9

    (g) Allocation ..............................................................................................10

 3. REPRESENTATIONS AND WARRANTIES OF THE SELLER ................................................................10

    (a) Organization of the Seller ..............................................................................10

    (b) Authorization of Transaction ............................................................................10

    (c) Noncontravention ........................................................................................10

    (d) Brokers' Fees ...........................................................................................11

    (e) Title to Acquired Assets ................................................................................11

    (f) Financial Statements ....................................................................................11

    (g) Events Subsequent to Most Recent Month End ..............................................................11

    (h) Undisclosed Liabilities .................................................................................11

    (i) Legal Compliance ........................................................................................12

    (j) Tax Matters .............................................................................................12

    (k) Real Property ...........................................................................................12

    (l) Intellectual Property ...................................................................................13

    (m) Tangible Assets .........................................................................................13

    (n) Contracts ...............................................................................................13

    (o) Insurance ...............................................................................................14

    (p) Litigation ..............................................................................................14

    (q) Warranties ..............................................................................................14

    (r) Guaranties ..............................................................................................14

    (s) State PUC Authorizations and FCC Authorizations .........................................................14

    (t) Employees ...............................................................................................14

    (u) Employee Benefits .......................................................................................15

</TABLE>

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                                         TABLE OF CONTENTS (CONTINUED)
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    (v) Environmental, Health, and Safety Matters ...............................................................15

    (w) Disclosure ..............................................................................................15

    (x) Disclaimer of Other Representations and Warranties ......................................................15

 4. REPRESENTATIONS AND WARRANTIES OF THE BUYER .................................................................15

    (a) Organization of the Buyer ...............................................................................15

    (b) Authorization of Transaction ............................................................................15

    (c) Noncontravention ........................................................................................15

    (d) SEC Filings .............................................................................................16

    (e) Buyer Shares ............................................................................................16

    (f) Brokers' Fees ...........................................................................................16

    (g) Disclosure ..............................................................................................16

 5. PRE-CLOSING COVENANTS .......................................................................................17

    (a) General .................................................................................................17

    (b) Notices and Consents ....................................................................................17

    (c) Operation of the Acquired Assets ........................................................................17

    (d) Preservation of Business ................................................................................17

    (e) Full Access .............................................................................................17

    (f) Notice of Developments ..................................................................................17

    (g) Exclusivity .............................................................................................17

    (h) Legend ..................................................................................................18

    (i) Registration Rights Agreement ...........................................................................18

 6. CONDITIONS TO OBLIGATION TO CLOSE ...........................................................................18

    (a) Conditions to Obligation of the Buyer ...................................................................19

    (b) Conditions to Obligation of the Seller ..................................................................20

 7. TERMINATION .................................................................................................21

    (a) Termination of Agreement ................................................................................21

    (b) Effect of Termination ...................................................................................22

 8. POST-CLOSING COVENANTS ......................................................................................22

    (a) General .................................................................................................22

    (b) Litigation Support ......................................................................................22

    (c) Transition ..............................................................................................22

    (d) Confidentiality .........................................................................................23

</TABLE>

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                                         TABLE OF CONTENTS (CONTINUED)
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    (e) Covenant Not to Compete .................................................................................23

    (f) Survival of Representations and Warranties ..............................................................24

    (g) Third Party Consents ....................................................................................24

    (h) Indemnification Provisions for Benefit of the Buyer .....................................................24

    (i) Indemnification Provisions for Benefit of the Seller ....................................................25

    (j) Matters Involving Third Parties .........................................................................26

    (k) Limitations on Indemnification Obligations ..............................................................27

9. ADDITIONAL AGREEMENT .........................................................................................27

    (a) Escrow Agreement ........................................................................................27

    (b) Tax-Free Reorganization .................................................................................28

    (c) Liquidation of the Seller ...............................................................................28

10. MISCELLANEOUS ...............................................................................................28

    (a) Press Releases and Public Announcements .................................................................28

    (b) No Third-Party Beneficiaries ............................................................................28

    (c) Entire Agreement ........................................................................................28

    (d) Succession and Assignment ...............................................................................28

    (e) Counterparts ............................................................................................29

    (f) Headings ................................................................................................29

    (g) Notices .................................................................................................29

    (h) Governing Law ...........................................................................................30

    (i) Arbitration .............................................................................................30

    (j) Amendments and Waivers ..................................................................................31

    (k) Severability ............................................................................................31

    (l) Expenses ................................................................................................31

    (m) Representative ..........................................................................................31

    (n) Construction ............................................................................................31

    (o) Incorporation of Exhibits and Schedules .................................................................32

    (p) Specific Performance; Indemnification Sole Remedy for Damages ...........................................32

</TABLE>

Exhibit A -- Acquired Assets
         Exhibit A-1 -- Customer Contracts and Customer List
         Exhibit A-2 -- Supplier Contracts and Supplier List
         Exhibit A-3 -- Tangible Assets


                                         iii

<PAGE>

         Exhibit A-4 -- Inventory
         Exhibit A-5 -- Accounts Receivable

Exhibit B -- Lockup Agreement

Exhibit C -- Bill of Sale

Exhibit D -- Assignment and Assumption of Contracts

Exhibit E -- Financial Statements

Exhibit F -- PUC and FCC Authorizations

Exhibit G -- Registration Rights Agreement

Exhibit H -- Opinion of Counsel to Seller

Exhibit I -- Opinion of Counsel to Buyer

Exhibit J -- Escrow Agreement

Disclosure Schedules




                                    iv

<PAGE>

                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT is entered into as of this 23rd day of
December, 1999, by and among RMI.NET, INC., a Delaware corporation (the "Buyer")
and AIS NETWORK CORPORATION, an Illinois corporation and the shareholders whose
names are on the signature page hereto (collectively, the "Seller"). The Buyer
and Seller are sometimes referred to collectively herein as the "Parties".

         This Agreement contemplates a transaction in which the Buyer will
purchase certain of the assets of the Seller in return for the consideration
hereinafter set forth.

         The Parties intend that the transaction contemplated by this Agreement
constitute a tax-free reorganization pursuant to Section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties agree as follows.

         1. DEFINITIONS.

         "ACQUIRED ASSETS" means all right, title, and interest in and to the
assets of the Sellers set forth on Exhibit A hereto.

         "ADVERSE CONSEQUENCES" means all actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments,
orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid
in settlement, liabilities, obligations, taxes, liens, losses, expenses, and
fees, including court costs and reasonable attorney's fees and expenses
involving or relating to the Acquired Assets.

         "ASSIGNMENT AND ASSUMPTION OF CONTRACTS" is attached hereto as
Exhibit D.

         "ASSUMED LIABILITIES" means (a) all obligations of the Seller under
the agreements, contracts, leases, licenses, and other arrangements referred
to in the definition of Acquired Assets, and (b) all other Liabilities and
obligations of the Seller set forth in an appendix to the Disclosure Schedule
under an express statement (that the Buyer has initialed) to the effect that
the definition of Assumed Liabilities will include the Liabilities and
obligations so disclosed; PROVIDED, HOWEVER, that the Assumed Liabilities
shall not include (i) any Liability of the Seller for Taxes (except for
transfer taxes, if any, in connection with the sale of the Acquired Assets),
(ii) any Liability of the Seller for the unpaid Taxes of any Person (other
than of the Seller) under Reg. Section 1.1502-6 (or any similar provision of
state, local, or foreign law), as a transferee or successor, by contract, or
otherwise, (iii) any obligations of the Seller to indemnify any Person
(including any of the Seller's stockholders) by reason of the fact that such
Person

                                       1

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was a director, officer, employee, or agent of the Seller or was serving at
the request of any such entity as a partner, trustee, director, officer,
employee, or agent of another entity (whether such indemnification is for
judgments, damages, penalties, fines, costs, amounts paid in settlement,
losses, expenses, or otherwise and whether such indemnification is pursuant
to any statue, charter document, bylaw, agreement, or otherwise), (iv) any
Liability of the Seller for costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby, or (v) any Liability
or obligation of the Seller under this Agreement (or under any side agreement
between the Seller on the one hand and the Buyer on the other hand entered
into on or after the date of this Agreement).

         "BILL OF SALE" means the Bill of Sale attached hereto as Exhibit C.

         "BUYER" has the meaning set forth in the preface above.

         "BUYER SHARE" means any share of the common stock, $0.001 par value per
share, of the Buyer.

         "CASH" means cash and cash equivalents (including marketable securities
and short term investments) calculated in accordance with GAAP applied on a
basis consistent with the preparation of the Financial Statements.

         "CLOSING" has the meaning set forth in Section 2(e) below.

         "CLOSING DATE" has the meaning set forth in Section 2(e) below.

         "CONFIDENTIAL INFORMATION" means any information concerning the
businesses and affairs of the Parties that is not (i) already generally
available to the public, (ii) available to the other Party on a non-confidential
basis from a source which is not bound by a confidentiality obligation, or (iii)
already known by the other Party.

         "DISCLOSURE SCHEDULE" has the meaning set forth in Section 3 below.

         "DISTRIBUTEES" has the meaning set forth in Section 2(c)(iv) below.

         "EMPLOYEE BENEFIT PLAN" means any (a) nonqualified deferred
compensation or retirement plan or arrangement, (b) qualified defined
contribution retirement plan or arrangement which is an Employee Pension Benefit
Plan, (c) qualified defined benefit retirement plan or arrangement which is an
Employee Pension Benefit Plan (including any Multiemployer Plan), or (d)
Employee Welfare Benefit Plan or material fringe benefit or other retirement,
bonus, or incentive plan or program.


                                   2

<PAGE>

         "EMPLOYEE PENSION BENEFIT PLAN" has the meaning set forth in ERISA
Section 3(2).

         "EMPLOYEE WELFARE BENEFIT PLAN" has the meaning set forth in ERISA
Section 3(1).

         "ENVIRONMENTAL, HEALTH, AND SAFETY REQUIREMENTS" shall mean all present
federal, state, local and foreign statutes, regulations, ordinances and other
provisions having the force or effect of law, all judicial and administrative
orders and determinations, all contractual obligations and all common law
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including without limitation all those relating
to the presence, use, production, generation, handling, transportation,
treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control, or cleanup of any hazardous
materials, substances or wastes, chemical substances or mixtures, pesticides,
pollutants, contaminants, toxic chemicals, petroleum products or byproducts,
asbestos, polychlorinated biphenyls, noise or radiation.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "ERISA AFFILIATE" means each entity which is treated as a single
employer with Sellers for purposes of ERISA Section 414.

         "ESCROW AGENT" has the meaning set forth in Section 2(c)(iii) below.

         "ESCROW AGREEMENT" has the meaning set forth in Section 9 below.

         "ESCROW FUND" has the meaning set forth in Section 9 below.

         "ESCROW PERIOD" has the meaning set forth in Section 2(c)(iii) below.

         "ESCROW SHARES" has the meaning set forth in Section 2(c)(iii) below.

         "FCC AUTHORIZATIONS" means all approvals, consents, permits, licenses,
certificates, and authorizations given by the Federal Communications Commission
or similar federal governmental agency to provide the telecommunications
services currently provided by the Seller and to conduct its business as it is
currently conducted.

         "FINAL DISBURSEMENT" has the meaning set forth in Section 2(c)(ii)
below.

         "FINANCIAL STATEMENTS" has the meaning set forth in Section 3(f) below.


                                        3

<PAGE>


          "GAAP" means United States generally accepted accounting principles as
in effect from time to time.

         "INITIAL DISBURSEMENT" has the meaning set forth in Section 2(c)(i)
below.

         "INTELLECTUAL PROPERTY" means (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements thereto,
and all patents, patent applications, and patent disclosures, together with all
reissuances, continuations, continuations-in-part, revisions, extensions, and
reexaminations thereof, (b) all trademarks, service marks, trade dress, logos,
trade names, and corporate names, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in connection
therewith, (c) all copyrightable works, all copyrights, and all applications,
registrations, and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential business information (including ideas, research and
development, know-how, formulas, compositions, manufacturing and production
processes and techniques, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information, and business and
marketing plans and proposals), (f) all computer software (including data and
related documentation), (g) all other proprietary rights, and (h) all copies and
tangible embodiments thereof (in whatever form or medium).

         "KNOWLEDGE" means actual knowledge after reasonable investigation.

         "LIABILITY" OR "LIABILITIES" means any liability (whether known or
unknown, whether asserted or unasserted, whether absolute or contingent, whether
accrued or unaccrued, whether liquidated or unliquidated, and whether due or to
become due), including any liability for Taxes.

         "MOST RECENT FINANCIAL STATEMENTS" has the meaning set forth in Section
3(f) below.

         "MOST RECENT FISCAL MONTH END" has the meaning set forth in Section
3(f) below.

         "MOST RECENT FISCAL YEAR END" has the meaning set forth in Section 3(f)
below.

         "ORDINARY COURSE OF BUSINESS" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity and
frequency).

         "PARTY" has the meaning set forth in the preface above.

                                     4

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         "PERSON" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

         "PRE-CLOSING REVENUE" has the meaning set forth in Section 2(d) below.

         "POST-CLOSING REVENUE" has the meaning set forth in Section 2(d) below.

         "PURCHASE PRICE" has the meaning set forth in Section 2(c) below.

         "RECURRING REVENUE RATE" has the meaning set forth in Section 2(d)
below.

         "REGISTERED SHARES" has the meaning set forth in Section 2(c)(v) below.

         "SEC" means the United States Securities and Exchange Commission.

         "SEC FILINGS" has the meaning set forth in set forth in Section 4(d)
below.

         "SECURITIES ACT"  means the Securities Act of 1933, as amended.

         "SECURITY INTEREST" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, OTHER THAN (a) mechanic's, materialmen's,
and similar liens, (b) liens for Taxes not yet due and, (c) purchase money liens
and liens securing rental payments under capital lease arrangements, and (d)
other liens arising in the Ordinary Course of Business and not incurred in
connection with the borrowing of money.

         "SELLER" has the meaning set forth in the preface above.

         "STATE PUC AUTHORIZATIONS" means all approvals, consents, permits,
licenses, certificates, and authorizations given by any state or local
regulatory authority to provide the telecommunications services currently
provided by the Seller and to conduct its business as it is currently conducted.

         "TANGIBLE ASSETS" has the meaning set forth in Section 3(m) below.

         "TAX" means any federal, state, local, or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (including taxes under Code Section
59A), customs duties, capital stock, franchise, profits, withholding, social
security (or similar), unemployment, disability, real property, personal
property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, including any interest,
penalty, or addition thereto, whether disputed or not.


                                   5

<PAGE>

         "TAX RETURN" means any return, declaration, report, claim for refund,
or information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.

         2. BASIC TRANSACTION.

                  (a) PURCHASE AND SALE OF ACQUIRED ASSETS. On and subject to
         the terms and conditions of this Agreement, the Buyer agrees to
         purchase from the Seller, and the Seller agrees to sell, transfer,
         convey, and deliver to the Buyer, all of the Acquired Assets at the
         Closing, for the consideration specified below in this Section 2.

                  (b) ASSUMPTION OF LIABILITIES. On and subject to the terms and
         conditions of this Agreement, the Buyer agrees to assume and become
         responsible for the Assumed Liabilities at the Closing. The Buyer will
         not assume or have any responsibility, however, with respect to any
         other obligation or Liability of the Seller not included within the
         definition of Assumed Liabilities.

                  (c) PURCHASE PRICE. In exchange for the Acquired Assets, the
         Buyer agrees to pay to the Seller $3,780,000 (the "Purchase Price"),
         subject to adjustment in accordance with Sections 2(d)(i) and 2(d)(ii)
         below:

                           i. At the Closing, Buyer will issue to the Seller
                  that number of the Buyer Shares equal to eighty percent (80%)
                  of the Purchase Price (the "Initial Disbursement") divided by
                  the average closing price per share of the Buyer Shares for
                  the five (5) day period ending on the day prior to the Closing
                  Date (the "Closing Price"). The Initial Disbursement set forth
                  herein is subject to adjustment in accordance with Section
                  2(d)(i) below and a lock-up agreement in accordance with
                  Section 2(c)(vi) below.

                           ii. On the first anniversary of the Closing, the
                  Buyer will issue to the Seller that number of the Buyer Shares
                  equal to ten percent (10%) of the Purchase Price (the "Final
                  Disbursement") divided by the Closing Price. The Final
                  Disbursement set forth herein is subject to adjustment in
                  accordance with Sections 2(d)(i) and 2(d)(ii) below.

                           iii. At and as of the Closing Date, to secure the
                  obligations under Section 8 below, and as more fully described
                  in Section 9 below, the Buyer shall deposit with an escrow
                  agent (the "Escrow Agent") the Buyer Shares equal to ten
                  percent (10%) of the Purchase Price divided by the Closing
                  Price (the "Escrow Shares"), which Escrow Shares shall be held
                  by the Escrow Agent for eighteen (18) months following the
                  Closing Date (the "Escrow Period"). The Escrow Shares shall be
                  registered under the


                                          6

<PAGE>

                  Securities Act ninety (90) days prior to the expiration of the
                  Escrow Period.

                           iv. The number of shares of Buyer Shares to be issued
                  pursuant to Sections 2(c)(i) and 2(c)(ii) above shall be
                  allocated among and distributed by the Seller to itself and
                  its shareholders, officers and directors (the "Distributees")
                  as determined by the Seller in its sole and absolute
                  discretion.

                           v. Forty percent (40%) of the Buyer's Shares
                  issued pursuant to Section 2(c)(i) and the Buyer's Shares
                  issued pursuant to Section 2(c)(ii) above will be
                  registered under the Securities Act (the "Registered
                  Shares") pursuant to an effective registration statement
                  under the Securities Act (the "Registration Statement").
                  Subject to the provisions of Rule 145 of the Securities Act
                  ("Rule 145") of 1933, as amended, the Distributees shall be
                  allowed to sell, trade and otherwise transfer the
                  Registered Shares; PROVIDED, HOWEVER, that the Distributees
                  may not sell, trade or otherwise transfer more than 4,000
                  of such Registered Shares in any one trading day, and the
                  Distributees may not sell, trade or otherwise transfer any
                  such Registered Shares during the first 30 minutes and the
                  final 30 minutes of any trading day. With respect to the
                  Registered Shares, Buyer shall: (A) make available "current
                  public information" about itself within the meaning of
                  subsection (c)(1) of Rule 144 ("Rule 144") promulgated by
                  the SEC under the Securities Act to the extent necessary to
                  facilitate resales of the Registered Shares pursuant to
                  Rule 145(d) or any successor rule; (B) remove stop transfer
                  instructions on and restrictive legends, it any, from
                  certificates representing the Registered Shares to the
                  extent that either (i) the Registered Shares are sold in
                  accordance herewith and Rule 145, or (ii) the Distributees
                  are eligible to sell the Buyer's Shares pursuant to Rule
                  144 or any successor rule; (C) to the extent required by
                  law, prepare as soon as reasonably practicable after the
                  Closing a prospectus supplement, current report of Form 8-K
                  and amendments, or post-effective amendment to the
                  Acquisition Shelf Registration Statement that would permit
                  the offer and resale of the Registered Shares from time to
                  time by the Distributees; (D) use its commercially
                  reasonable efforts to list the Registered Shares for
                  trading on the NASDAQ -- National Market System; (E)
                  furnish to the Distributees a reasonable number of
                  prospectuses under the registration statement to enable the
                  Distributees to comply with any prospectus under the
                  registration statement to enable the Distributees to comply
                  with any prospectus delivery requirements under the
                  Securities Act; and (F) pay all expenses, including legal
                  and accounting fees, in connection with the preparation,
                  filing and maintenance of the Registration Statement,

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<PAGE>

                  including amendments thereto, the issuance of certificates
                  representing the Registered Shares, and other expenses
                  incurred by Buyer in meeting its obligations set forth in
                  this Section 2(c); provided that the Seller will pay all
                  expenses and fees incurred by its own counsel and
                  consultants.

                           vi. The number of Buyer's Shares issued pursuant to
                  Section 2(c)(i) above equal to forty percent (40%) of the
                  Purchase Price divided by the Closing Price will be subject to
                  a lockup agreement (collectively, the "Lockup Shares") in the
                  form attached hereto as Exhibit B attached hereto (the "Lockup
                  Agreement") for a period of twelve (12) months from the date
                  of issuance. The Lockup Shares shall be registered under the
                  Security Act on or prior o the date of the expiration of the
                  Lockup Period.

                  (d) ADJUSTMENT TO PURCHASE PRICE. The Purchase Price set forth
         in Section 2(c) above is based upon an monthly recurring revenue rate
         directly derived from the Acquired Assets of $175,000, which revenue
         has been determined, for purposes of this Agreement, through accrual
         based accounting in accordance with GAAP for revenues that (i) recur
         each month on a customer-specific and plan-type basis; (ii) have been
         properly recognized during that month for network integration and web
         development services; and (iii) that do not include such non-recurring
         items as hardware and software sales, setup fees or other one-time
         service charges, or overages (the "Recurring Revenue Rate").

                           i. In the event that the monthly revenue rate
                  directly derived from the Acquired Assets for the one (1)
                  month period immediately preceding the Closing (the
                  "Pre-Closing Revenue") is less or more than the Recurring
                  Revenue Rate, the Purchase Price shall be reduced or increased
                  by $21.60 for each dollar that the Pre-Closing Revenue is less
                  or more than the Recurring Revenue Rate.

                           ii. In the event that the average monthly revenue
                  rate directly derived from the Acquired Assets for the six (6)
                  month period from June 1, 2000 to November 30, 2000 (the
                  "Post-Closing Revenue") is less than the Recurring Revenue
                  Rate, the Final Disbursement shall be reduced by $21.60 for
                  each dollar that the Post-Closing Revenue is less than the
                  Recurring Revenue Rate; provided, however, that the amount of
                  such reduction shall not exceed the aggregate value of the
                  Final Disbursement, i.e. ten percent (10%) of the Purchase
                  Price.

                           iii. No later than thirty (30) days following the
                  first anniversary of the Closing, the Buyer will prepare and
                  deliver to the Seller a computation of the Post-Closing
                  Revenue (the "Post-Closing Revenue Statement"), all in
                  accordance with the same principles utilized in


                                       8

<PAGE>

                  determining the Recurring Revenue Rate. If within twenty (20)
                  days following delivery of the Post-Closing Revenue Statement,
                  the Seller has not given the Buyer notice of the Seller's
                  objection to the computation of the Post-Closing Revenue as
                  set forth in the Post-Closing Revenue Statement (such notice
                  to contain a statement in reasonable detail of the nature of
                  the Seller's objection), then the Post-Closing Revenue
                  reflected in the Post-Closing Revenue Statement will be deemed
                  mutually agreed by the Buyer and the Seller. If the Seller
                  shall have given such notice of objection in a timely manner,
                  then the parties agree to negotiate in good faith for ten (10)
                  days in order to resolve any dispute regarding the computation
                  of the Post-Closing Revenue. At the end of this ten-day
                  period, if the matter has still not been resolved, then the
                  issues in dispute will be submitted to a "Big Five" accounting
                  firm mutually acceptable to the Buyer and the Seller (the
                  "Accountants") for resolution. If issues in dispute are
                  submitted to the Accountants for resolution: (A) each party
                  will furnish to the Accountants such work papers and other
                  documents and information relating to the disputed issues as
                  the Accountants may request and are available to the party or
                  its subsidiaries (or its independent public accountants), and
                  will be afforded the opportunity to present to the Accountants
                  any material relating to the determination and to discuss the
                  determination with the Accountants; (B) the Accountants will
                  be instructed to determine the Post-Closing Revenue based upon
                  their resolution of the issues in dispute; (C) such
                  determination by the Accountants of the Post-Closing Revenue,
                  as set forth in a notice delivered to both parties by the
                  Accountants, will be binding and conclusive on the parties;
                  and (D) the Buyer and the Seller shall each bear 50% of the
                  fees and expenses of the Accountants for such determination.

                  (e) THE CLOSING. The closing of the transactions contemplated
         by this Agreement (the "Closing") shall take place by in presence or by
         telephone conference call, or at the corporate headquarters of the
         Buyer, 999 18th Street, North Tower, 22nd Floor, Denver, Colorado
         80202, commencing at a mutually convenient time on the earlier of (i)
         the second business day following the satisfaction or waiver of all
         conditions to the obligations of the Parties to consummate the
         transactions contemplated hereby (other than conditions with respect to
         actions the respective Parties will take at the Closing itself) or (ii)
         December 30, 1999 (the "Closing Date"); PROVIDED, HOWEVER, that the
         Closing Date may be extended upon mutual written agreement of the
         Parties.

                  (f) DELIVERIES AT THE CLOSING. At the Closing: (i) the Buyer
         will deliver to the Seller (A) the various certificates, instruments,
         and documents referred to in Section 6 below, (B) the Purchase Price
         specified in Sections 2(c)(i) through 2(c)(iii), and (C) a mutually
         acceptable employment agreement for Mr. Daniel


                                         9

<PAGE>

         Lundahl; (ii) the Seller will deliver to the Buyer (A) the various
         certificates, instruments, and documents referred to in Section 6
         below, (B) the Bill of Sale in the form attached hereto as Exhibit C,
         and (C) the Assignment and Assumption of Contracts in the form
         attached hereto as Exhibit D; and (iii) each Party shall deliver such
         other instruments of sale, transfer, conveyance, and assignment as the
         other Party and its counsel reasonably may request.

                  (g) ALLOCATION. The Parties agree, to the extent permitted by
         or not otherwise in violation of applicable law, that the Buyer may
         allocate the Purchase Price (and all other capitalizable costs) among
         the Acquired Assets for all purposes (including financial accounting
         and tax purposes) in the most tax-efficient manner available to the
         Buyer.

         3. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents
and warrants to the Buyer that the statements contained in this Section 3 are
correct and complete in all material respects as of the date of this Agreement
and will be correct and complete in all material respects as of the Closing Date
(as though made then and as though the Closing Date were substituted for the
date of this Agreement throughout this Section 3), except as set forth in the
disclosure schedule accompanying this Agreement and initialed by the Parties
(the "Disclosure Schedule"). The Disclosure Schedule will be arranged in
paragraphs corresponding to the lettered and numbered paragraphs contained in
this Section 3:

                  (a) ORGANIZATION OF THE SELLER. The Seller is a corporation
         duly organized, validly existing, and in good standing under the laws
         of the State of Illinois.

                  (b) AUTHORIZATION OF TRANSACTION. The Seller has full power
         and authority (including full corporate power and authority) to execute
         and deliver this Agreement and to perform its obligations hereunder.
         Without limiting the generality of the foregoing, all individuals who
         are signatories to this Agreement have been duly authorized to execute,
         deliver, and cause the Seller to perform this Agreement. This Agreement
         constitutes the valid and legally binding obligation of the Seller,
         enforceable in accordance with its terms and conditions.

                  (c) NONCONTRAVENTION. Neither the execution and the delivery
         of this Agreement, nor the consummation of the transactions
         contemplated hereby (including the assignments and assumptions referred
         to in Section 2 above), will (i) violate any constitution, statute,
         regulation, rule, injunction, judgment, order, decree, ruling, charge,
         or other restriction of any government, governmental agency, or court
         to which the Seller is subject, or any provision of the articles of
         incorporation or bylaws of the Seller or (ii) conflict with, result in
         a breach of, constitute a default under, result in the acceleration of,
         create in any party the right to accelerate, terminate, modify, or
         cancel, or require any notice under any


                                     10

<PAGE>

         agreement, contract, lease, license, instrument, or other arrangement
         to which the Seller is a party or by which it is bound or to which any
         of its assets is subject (or result in the imposition of any Security
         Interest upon any of its assets). The Seller does not need to give any
         notice to, make any filing with, or obtain any authorization, consent,
         or approval of any government or governmental agency in order for the
         Parties to consummate the transactions contemplated by this Agreement.

                  (d) BROKERS' FEES. The Seller has no Liability or obligation
         to pay any fees or commissions to any broker, finder, or agent with
         respect to the transactions contemplated by this Agreement for which
         the Buyer could become liable or obligated, and the Buyer shall have no
         Liability whatsoever to any such broker.

                  (e) TITLE TO ACQUIRED ASSETS. As of the date of Closing, the
         Seller shall provide to the Buyer good and marketable title to all of
         the Acquired Assets, free and clear of any Liabilities, including all
         debts, obligations, claims, limitations, liens, Security Interests,
         restrictions on transfer, and/or any other encumbrances whatsoever. The
         Acquired Assets comprise all assets of the Seller relating to the
         Seller's Internet and web-related businesses.

                  (f) FINANCIAL STATEMENTS. Attached hereto as Exhibit E are the
         following financial statements of the Seller (collectively, the
         "Financial Statements"): (i) audited balance sheets and statements of
         income, changes in stockholders' equity, and cash flow relating to the
         Acquired Assets as of and for the calendar years ended December 31,
         1998 (the "Most Recent Fiscal Year End"); (ii) unaudited consolidated
         balance sheet and statements of income, changes in shareholders'
         equity, and cash flow relating to the Acquired Assets as of and for the
         periods ended September 30, 1999 and September 30, 1998; and unaudited
         balance sheet and statement of income for the one-month period ended
         November 30, 1999 (the "Most Recent Month End") (collectively, the
         "Most Recent Financial Statements"). The Most Recent Financial
         Statements (without any notes thereto) have been prepared in accordance
         with GAAP on a consistent basis throughout the periods covered thereby,
         and fairly represent the financial condition and results of operations
         of the Seller for the periods covered thereby.

                  (g) EVENTS SUBSEQUENT TO MOST RECENT MONTH END. Since the Most
         Recent Month End, there has not been any material adverse change in the
         business, financial condition, operations, results of operations, or
         future prospects of the Acquired Assets of the Seller.

                  (h) UNDISCLOSED LIABILITIES. The Seller has no Liability with
         respect to (i) the Acquired Assets (and, to the Knowledge of the
         Seller, there is no basis for any present or future action, suit,
         proceeding, hearing, investigation, charge,


                                       11

<PAGE>

         complaint, claim, or demand against any of them giving rise to any
         Liability), except for Liabilities set forth on the face of the Most
         Recent Financial Statements (rather than in any notes thereto) and
         (ii) Liabilities related to the Acquired Assets which have arisen
         after the Most Recent Month End in the Ordinary Course of Business
         (none of which results from, arises out of, relates to, is in the
         nature of, or was caused by any breach of contract, breach of
         warranty, tort, infringement, or violation of law).

                  (i) LEGAL COMPLIANCE. The Seller has complied with all
         applicable laws (including rules, regulations, codes, plans,
         injunctions, judgments, orders, decrees, rulings, and charges
         thereunder) of federal, state, local, and foreign governments (and all
         agencies thereof), with respect to the Acquired Assets, including all
         State PUC Authorizations and the FCC Authorizations, and no action,
         suit, proceeding, hearing, investigation, charge, complaint, claim,
         demand, or notice has been filed or commenced against any of them
         alleging any failure so to comply.

                  (j) TAX MATTERS. The Seller has timely filed all Tax Returns
         with respect to the ownership and operation of the Acquired Assets and
         paid all Taxes due thereunder, and no Liability exists for any unpaid
         Taxes relative to the Acquired Assets prior to the Closing.

                  (k) REAL PROPERTY. The Seller does not own any interest in any
         real property related to the Acquired Assets. Section 3(k) of the
         Disclosure Schedule lists and describes briefly all real property
         leased or subleased to the Seller related to the Acquired Assets. The
         Seller has delivered to the Buyer correct and complete copies of the
         leases and subleases listed in Section 3(k) of the Disclosure Schedule
         (as amended to date). Other than such leases or subleases, the Acquired
         Assets do not include any real property or any interest therein. With
         respect to each lease and sublease listed in Section 3(k) of the
         Disclosure Schedule:

                           i. the lease or sublease is legal, valid, binding,
                  enforceable, and in full force and effect, except where the
                  illegality, invalidity, non-binding nature, unenforceability
                  or ineffectiveness would not have a material adverse effect on
                  the financial condition of the Company;

                           ii. the lease or sublease will continue to be legal,
                  valid, binding, enforceable, and in full force and effect on
                  identical terms following the consummation of the transactions
                  contemplated hereby, except where the illegality, invalidity,
                  non-binding nature, unenforceability or ineffectiveness would
                  not have a material adverse effect on the financial condition
                  of the Company;


                                          12

<PAGE>

                           iii. the Seller is not and, to the Knowledge of the
                  Seller, no other party to the lease or sublease is in breach
                  or default, and no event has occurred which, with notice or
                  lapse of time, would constitute a breach or default or permit
                  termination, modification, or acceleration thereunder;

                           iv. no party to the lease or sublease has repudiated
                  any provision thereof;

                           v. there are no disputes, oral agreements, or
                  forbearance programs in effect as to the lease or sublease;

                           vi. with respect to each sublease, the
                  representations and warranties set forth in subsections (i)
                  through (v) above are true and correct with respect to the
                  underlying lease;

                           vii. the Company has not assigned, transferred,
                  conveyed, mortgaged, deeded in trust, or encumbered any
                  interest in the leasehold or subleasehold;

                           viii. to the Knowledge of the Seller, all facilities
                  leased or subleased thereunder have received all approvals of
                  governmental authorities (including licenses and permits)
                  required in connection with the operation thereof and have
                  been operated and maintained in accordance with applicable
                  laws, rules, and regulations; and

                           ix. all facilities leased or subleased thereunder are
                  supplied with utilities and other services necessary for the
                  operation of said facilities.

                  (l) INTELLECTUAL PROPERTY. The Seller owns or has the right to
         use pursuant to license, sublicense, agreement, or permission all
         Intellectual Property necessary for the operation of the Acquired
         Assets as presently operated, free and clear of any Security Interests,
         Liabilities or other restrictions.

                  (m) TANGIBLE ASSETS. The Seller owns all tangible assets set
         forth in Exhibit A-3 (the "Tangible Assets"). Each such Tangible Asset
         is free from material defects (patent and latent), has been maintained
         in accordance with normal industry practice, is in good operating
         condition and repair (subject to normal wear and tear), and is suitable
         for the purposes for which it presently is used.

                  (n) CONTRACTS. Except as set forth in Section 3(n) of the
         Disclosure Schedule, no material contracts or other agreements exist
         relating to the Acquired Assets to which the Seller is a party


                                      13

<PAGE>

                  (o) INSURANCE. The Acquired Assets have been, and will be
         until the Closing Date, covered by an insurance policy (providing
         property, casualty, and liability coverage) adequately insuring the
         Acquired Assets.

                  (p) LITIGATION. The Seller (i) is not subject to any
         outstanding injunction, judgment, order, decree, ruling, or charge,
         relative to the Acquired Assets, nor (ii) is it a party or, to the
         Knowledge of the Seller, is threatened to be made a party to any
         action, suit, proceeding, hearing, or investigation of, in, or before
         any court or quasi-judicial or administrative agency of any federal,
         state, local, or foreign jurisdiction or before any arbitrator with
         respect to the Acquired Assets. The Seller does not have any reason to
         believe that any such action, suit, proceeding, hearing, or
         investigation may be brought or threatened against the Seller relative
         to the Acquired Assets.

                  (q) WARRANTIES. No product or service sold, leased, or
         delivered by the Seller with respect to the Acquired Assets is subject
         to any guaranty, warranty, or other indemnity.

                  (r) GUARANTIES. Nether the Seller nor its Predecessors is not
         a guarantor or otherwise is liable for any Liability or other
         obligation (including indebtedness) of any other Person with respect to
         the Acquired Assets.

                  (s) STATE PUC AUTHORIZATIONS AND FCC AUTHORIZATIONS. Exhibit H
         hereto identifies each of the State PUC Authorizations and the FCC
         Authorizations which has been issued to the Seller with respect to the
         Acquired Assets. None of the State PUC Authorizations or the FCC
         Authorizations has been modified, amended, or otherwise altered, and
         each remains legal, valid, binding, in full force and effect, and
         unaffected by the transactions contemplated by this Agreement.

                  (t) EMPLOYEES. Section 3(t) of the Seller Disclosure Schedule
         sets forth all executive, key employee, and groups of employees, that
         the Seller is aware have plans to terminate employment with the Seller.
         Neither the Seller nor its Predecessors is a party to or bound by any
         collective bargaining agreement, nor has any of them experienced any
         strikes, grievances, claims of unfair labor practices, or other
         collective bargaining disputes. Neither the Seller nor its Predecessors
         has committed any unfair labor practice. The Seller has no Knowledge of
         any organizational effort presently being made or threatened by or on
         behalf of any labor union with respect to employees of the Seller. The
         Seller and its Predecessors have complied in all material respects to
         all applicable federal, state and local laws, statutes, rules,
         ordinances and regulations regarding their respective employees.


                                          14

<PAGE>

                  (u) EMPLOYEE BENEFITS. Except as provided in Section 3(u) of
         the Seller Disclosure Schedule, the Seller has no Employee Benefit Plan
         that it maintains, or to which it contributes, or has any obligation to
         contribute.

                  (v) ENVIRONMENTAL, HEALTH, AND SAFETY MATTERS. The Seller has
         complied, and is in compliance, with all Environmental, Health, and
         Safety Requirements.

                  (w) DISCLOSURE. The representations and warranties contained
         in this Section 3 do not contain any untrue statement of a material
         fact or omit to state any material fact necessary in order to make the
         statements and information contained in this Section 3 not misleading.

                  (x) DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES. The
         Buyer acknowledges that the Seller does not make, and has not made, any
         representations or warranties relating to the Seller, or the business
         of the Seller, or otherwise in connection with the transactions
         contemplated hereby, other than those representations and warranties
         expressly set forth in this Article 3 and in the Disclosure Schedule.

         4. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents
and warrants to the Seller that the statements contained in this Section 4 are
correct and complete as of the date of this Agreement and will be correct and
complete as of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section 4).

                  (a) ORGANIZATION OF THE BUYER. The Buyer is a corporation duly
         organized, validly existing, and in good standing under the laws of the
         jurisdiction of its incorporation.

                  (b) AUTHORIZATION OF TRANSACTION. The Buyer has full power and
         authority (including full corporate power and authority) to execute and
         deliver this Agreement and to perform its obligations hereunder. This
         Agreement constitutes the valid and legally binding obligation of the
         Buyer, enforceable in accordance with its terms and conditions.

                  (c) NONCONTRAVENTION. Neither the execution and the delivery
         of this Agreement, nor the consummation of the transactions
         contemplated hereby (including the assignments and assumptions referred
         to in Section 2 above), will (i) violate any constitution, statute,
         regulation, rule, injunction, judgment, order, decree, ruling, charge,
         or other restriction of any government, governmental agency, or court
         to which the Buyer is subject or any provision of its charter or bylaws
         or (ii) conflict with, result in a breach of, constitute a default
         under, result in the acceleration of, create in any party the right to
         accelerate, terminate, modify, or cancel, or require any notice under
         any agreement, contract, lease,

                                        15

<PAGE>

         license, instrument, or other arrangement to which the Buyer is a party
         or by which it is bound or to which any of its assets is subject. The
         Buyer does not need to give any notice to, make any filing with, or
         obtain any authorization, consent, or approval of any government or
         governmental agency in order for the Parties to consummate the
         transactions contemplated by this Agreement (including the
         assignments and assumptions referred to in Section 2 above).

                  (d) SEC FILINGS. The Buyer has filed all required reports,
         schedules, forms, statement and other documents with the SEC since
         January 1, 1998 (the "SEC Filings"). As of their respective dates, the
         SEC Filings complied in all material respects with the requirements of
         the Securities Act or the Securities Exchange Act, as the case may be,
         the rules and regulations of the SEC promulgated thereunder applicable
         to such SEC Filings , and none of the SEC Filings when filed contained
         any untrue statement of a material fact or omitted to state a material
         fact required to be stated therein or necessary in order to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading. The consolidated financial statements of the
         Buyer as presented and included in all SEC Documents filed since
         January 1, 1999 comply as to form in all material respects with
         applicable accounting requirements and the published rules and
         regulations of the SEC with respect thereto, have been prepared in
         accordance with generally accepted accounting principles (except, in
         the case of unaudited consolidated financial statements, as permitted
         by Form 10-Q of the SEC), applied on a consistent basis during the
         periods involved (except as may be indicated in the notes thereto) and
         fairly present in accordance with generally accepted accounting
         principles the consolidated financial position of the Buyer (and its
         subsidiaries) as of the date thereof and the consolidated results of
         its operations and cash flows for the periods then ended (subject, in
         the case of unaudited quarterly statements, to normal year-end audit
         adjustments).

                  (e) BUYER SHARES. The Buyer Shares will be, when issued, duly
         issued, authorized and validly existing, free and clear of any
         Liabilities and other encumbrances and restrictions, except as set
         forth herein.

                  (f) BROKERS' FEES. The Buyer has no Liability or obligation to
         pay any fees or commissions to any broker, finder, or agent with
         respect to the transactions contemplated by this Agreement for which
         the Seller could become liable or obligated.

                  (g) DISCLOSURE. The representations and warranties contained
         in this Section 4 do not contain any untrue statement of a material
         fact or omit to state any material fact necessary in order to make the
         statements and information contained in this Section 4 not misleading.


                                     16

<PAGE>

         5. PRE-CLOSING COVENANTS. The Parties agree as follows with respect to
the period between the execution of this Agreement and the Closing.

                  (a) GENERAL. Each of the Parties will use its reasonable best
         efforts to take all action and to do all things necessary, proper, or
         advisable in order to consummate and make effective the transactions
         contemplated by this Agreement (including satisfaction, but not waiver,
         of the Closing conditions set forth in Section 6 below).

                  (b) NOTICES AND CONSENTS. The Seller will give any notices to
         third parties, and the Seller will use its reasonable best efforts to
         obtain any third party consents, that the Buyer reasonably may request
         in connection with the matters referred to in Section 3 above, and
         shall otherwise comply with any applicable bulk sales laws. Each of the
         Parties will give any notices to, make any filings with, and use its
         reasonable best efforts to obtain any authorizations, consents, and
         approvals of governments and governmental agencies in connection with
         the matters referred to in Sections 3 and 4 above. Without limiting the
         generality of the foregoing, each of the Parties will make any further
         filings that may be necessary, proper, or advisable in connection
         therewith.

                  (c) OPERATION OF THE ACQUIRED ASSETS. The Seller will not
         engage in any practice, take any action, or enter into any transaction
         outside the Ordinary Course of Business, with respect to the Acquired
         Assets.

                  (d) PRESERVATION OF BUSINESS. The Seller will keep the
         Acquired Assets substantially intact, including its present use and
         operation thereof, and its relationships with licensors, suppliers,
         customers, and employees related to the Acquired Assets.

                  (e) FULL ACCESS. The Seller will permit representatives of the
         Buyer to have full access at all reasonable times, and in a manner so
         as not to interfere with the normal business operations of the Seller,
         to all of the Seller's premises, properties, personnel, books, records
         (including Tax records), contracts, and documents of, or pertaining to,
         the Acquired Assets.

                  (f) NOTICE OF DEVELOPMENTS. Each Party will give prompt
         written notice to the other Party of any material adverse development
         causing a breach of any of its own representations and warranties in
         Sections 3 and 4 above. No disclosure by any Party pursuant to this
         Section 5(f), however, shall be deemed to amend or supplement this
         Agreement or the Exhibits hereto or to prevent or cure any
         misrepresentation, breach of warranty, or breach of covenant.

                  (g) EXCLUSIVITY. Until ninety days after the Closing Date, as
         it may be extended pursuant to Section 2(e) above, the Seller will not
         (i) solicit, initiate, or


                                       17

<PAGE>

         encourage the submission of any proposal or offer from any Person
         relating to the acquisition of any capital stock or other voting
         securities, or any substantial portion of the assets, of the Seller
         (including any acquisition structured as a merger, consolidation, or
         share exchange) or (ii) participate in any discussions or negotiations
         regarding, furnish any information with respect to, assist or
         participate in, or facilitate in any other manner any effort or attempt
         by any Person to do or seek any of the foregoing. The Seller will
         notify the Buyer immediately if any Person makes any proposal, offer,
         inquiry, or contact with respect to any of the foregoing.

                  (h) LEGEND. The Buyer and the Seller covenant and agree that
         sixty percent (60%) of the Buyer Shares will bear the following legend
         until the Buyer Shares are registered pursuant to Sections 2(c)(iii)
         and 2(c)(v) hereof and the Registration Rights Agreement (as defined
         below):

         THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER
         HEREOF, BY ACCEPTING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE
         ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
         TRANSFERRED ONLY (A) TO THE ISSUER, (B) PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH
         APPLICABLE STATE SECURITIES LAWS, (C) IN ACCORDANCE WITH RULE 144 UNDER
         THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE
         SECURITIES LAWS, OR (D) IN ACCORDANCE WITH ANY OTHER EXEMPTION UNDER
         THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE
         SECURITIES LAWS UPON THE DELIVERY OF A LEGAL OPINION, REASONABLY
         SATISFACTORY TO THE ISSUER, TO THE FOREGOING EFFECT. THE TRANSFER OF
         THE SECURITIES IS ALSO RESTRICTED UNDER THE TERMS OF A REGISTRATION
         RIGHTS AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES
         OF RMI.NET, INC.

                  (i) REGISTRATION RIGHTS AGREEMENT. The Buyer shall agree, and
         upon any distribution of the Buyer Shares to the Seller the Seller
         shall agree, to become a party to and be bound by a Registration Rights
         Agreement in the form attached hereto as Exhibit I (the "Registration
         Rights Agreement"), setting forth the terms of ownership of the Buyer
         Shares; PROVIDED, HOWEVER, that except as provided in Sections
         2(c)(iii) and 2(c)(v) hereof the Seller receiving the Buyer Shares
         shall not be entitled to any demand registration rights.

         6. CONDITIONS TO OBLIGATION TO CLOSE.


                                      18

<PAGE>

                  (a) CONDITIONS TO OBLIGATION OF THE BUYER. The obligation of
         the Buyer to consummate the transactions to be performed by it in
         connection with the Closing is subject to satisfaction of the following
         conditions:

                           i. the representations and warranties set forth in
                  Section 3 above shall be true and correct in all material
                  respects at and as of the Closing Date;

                           ii. the Seller shall have performed and complied with
                  all of its covenants hereunder in all material respects
                  through the Closing;

                           iii. no action, suit, or proceeding shall be pending
                  before any court or quasi-judicial or administrative agency of
                  any federal, state, local, or foreign jurisdiction wherein an
                  unfavorable injunction, judgment, order, decree, ruling, or
                  charge would (A) prevent consummation of any of the
                  transactions contemplated by this Agreement, (B) cause any of
                  the transactions contemplated by this Agreement to be
                  rescinded following consummation, or (C) affect adversely the
                  right of the Buyer to own the Acquired Assets, to operate the
                  Acquired Assets (and no such injunction, judgment, order,
                  decree, ruling, or charge shall be in effect);

                           iv. the Seller shall have entered into the Assignment
                  and Assumption of Contracts;

                           v. the Seller shall have delivered to the Buyer the
                  Bill of Sale;

                           vi. the Seller and the Buyer shall have received all
                  other authorizations, consents, and approvals of governments
                  and governmental agencies referred to in Sections 3 and 4
                  above;

                           vii. the Seller shall have delivered to the Buyer a
                  certificate to the effect that each of the conditions
                  specified above in Section 6(a)(i)-(iii) is satisfied in all
                  respects;

                           viii. the Buyer shall have received from counsel to
                  the Seller an opinion in form and substance as set forth in
                  Exhibit H attached hereto, addressed to the Buyer, and dated
                  as of the Closing Date;

                           ix. the Buyer's board of directors shall have
                  approved this Agreement; and

                           x. all actions to be taken by the Seller in
                  connection with consummation of the transactions contemplated
                  hereby and all certificates, opinions, instruments, and other
                  documents required to effect the


                                             19

<PAGE>

                  transactions contemplated hereby will be reasonably
                  satisfactory in form and substance to the Buyer.

         The Buyer may waive any condition specified in this Section 6(a) if it
executes a writing so stating at or prior to the Closing.

                  (b) CONDITIONS TO OBLIGATION OF THE SELLER. The obligation of
         the Seller to consummate the transactions to be performed by it in
         connection with the Closing is subject to satisfaction of the following
         conditions:

                           i. the representations and warranties set forth in
                  Section 4 above shall be true and correct in all material
                  respects at and as of the Closing Date;

                           ii. the Buyer shall have performed and complied with
                  all of its covenants hereunder in all material respects
                  through the Closing;

                           iii. no action, suit, or proceeding shall be pending
                  or threatened before any court or quasi-judicial or
                  administrative agency of any federal, state, local, or foreign
                  jurisdiction or before any arbitrator wherein an unfavorable
                  injunction, judgment, order, decree, ruling, or charge would
                  (A) prevent consummation of any of the transactions
                  contemplated by this Agreement, (B) cause any of the
                  transactions contemplated by this Agreement to be rescinded
                  following consummation (and no such injunction, judgment,
                  order, decree, ruling, or charge shall be in effect), or (C)
                  adversely affect the right of the Seller to own and dispose of
                  the Buyer Shares as contemplated by this Agreement and the
                  other agreements contemplated hereby;

                           iv. the Buyer shall have delivered to the Seller
                  evidence of the instructions to the Buyer's transfer agent to
                  transfer (A) to the Seller, a number of the Buyer Shares equal
                  to eighty percent (80%) of the Purchase Price divided by the
                  Closing Price, and (B) to the Escrow Agent, the Escrow Shares
                  and confirmation by the transfer agent satisfactory to the
                  Seller that the transfer agent has complied or will comply
                  with such instructions;

                           v. the Buyer shall have entered into the Assignment
                  and Assumption of Contracts;

                           vi. the Buyer shall have delivered to the Seller a
                  certificate to the effect that each of the conditions
                  specified above in Section 6(b)(i)-(iii) is satisfied in all
                  respects;


                                             20

<PAGE>

                           vii. the Seller and the Buyer shall have received all
                  other authorizations, consents, and approvals of governments
                  and governmental agencies referred to in Sections 3 and 4
                  above;

                           viii. the Seller shall have received from counsel to
                  the Buyer an opinion in form and substance as set forth in
                  Exhibit I attached hereto, addressed to the Seller, and dated
                  as of the Closing Date;

                           ix. the Seller's board of directors shall have
                  approved this Agreement; and

                           x. all actions to be taken by the Buyer in connection
                  with consummation of the transactions contemplated hereby and
                  all certificates, opinions, instruments, and other documents
                  required to effect the transactions contemplated hereby will
                  be reasonably satisfactory in form and substance to the
                  Seller.

         The Seller may waive any condition specified in this Section 6(b) if it
executes a writing so stating at or prior to the Closing.

         7. TERMINATION.

                  (a) TERMINATION OF AGREEMENT. Either of the Parties may
         terminate this Agreement as provided below:

                           i. the Buyer may terminate this Agreement by giving
                  written notice to the Seller at any time prior to the Closing
                  (A) in the event the Seller has breached any material
                  representation, warranty, or covenant contained in this
                  Agreement in any material respect, the Buyer has notified the
                  Seller of the breach, and the breach has continued without
                  cure for a period of fifteen (15) days after the notice of
                  breach; (B) if the Closing shall not have occurred on or
                  before December 30, 1999 (or such later date, if extended
                  pursuant to Section 2), by reason of the failure of any
                  condition precedent under Section 6(a) hereof (unless the
                  failure results primarily from the Buyer itself breaching any
                  representation, warranty, or covenant contained in this
                  Agreement); and

                           ii. the Seller may terminate this Agreement by giving
                  written notice to the Buyer at any time prior to the Closing
                  (A) in the event the Buyer has breached any material
                  representation, warranty, or covenant contained in this
                  Agreement in any material respect, the Seller has notified the
                  Buyer of the breach, and the breach has continued without cure
                  for a period of fifteen (15) days after the notice of breach,
                  or (B) if the Closing shall not have occurred on or before
                  December 30, 1999 (or such later


                                          21

<PAGE>

                  date, if extended pursuant to Section 2), by reason of the
                  failure of any condition precedent under Section 6(b) hereof
                  (unless the failure results primarily from the Seller itself
                  breaching any representation, warranty, or covenant contained
                  in this Agreement).

                  (b) EFFECT OF TERMINATION. Upon termination of this Agreement,
         all liabilities and obligations of the parties shall terminate except
         for (i) confidentiality obligations under Section 8(d) below and (ii)
         any liability of any party hereto for breach pre-termination.

         8. POST-CLOSING COVENANTS. The Parties agree as follows with respect to
the period following the Closing:

                  (a) GENERAL. In case at any time after the Closing any further
         action is necessary or desirable to carry out the purposes of
         Agreement, each of the Parties will take such further action (including
         the execution and delivery of such further instruments and documents)
         as any other Party reasonably may request, all at the sole cost and
         expense of the requesting Party. The Seller acknowledges and agrees
         that, from and after the Closing, the Buyer will be entitled to
         possession of all documents, books, records (excluding Tax records,
         provided that the Seller provides true and correct copies of Tax
         records for the years 1996, 1997 and 1998), agreements, directly
         relating to the Acquired Assets; PROVIDED, HOWEVER, that the Buyer
         shall provide the Seller and its shareholders with reasonable access to
         such documents, books, records, agreements, and financial data as
         necessary.

                  (b) LITIGATION SUPPORT. In the event and for so long as any
         Party actively is contesting or defending against any action, suit,
         proceeding, hearing, investigation, charge, complaint, claim, or demand
         in connection with (i) any transaction contemplated under this
         Agreement or (ii) any fact, situation, circumstance, status, condition,
         activity, practice, plan, occurrence, event, incident, action, failure
         to act, or transaction on or prior to the Closing Date involving the
         Acquired Assets, each of the other Parties will reasonably cooperate
         with the contesting or defending Party and his or its counsel in the
         contest or defense, make available his or its personnel, and provide
         such testimony and access to his or its books and records as shall be
         necessary in connection with the contest or defense, all at the sole
         cost and expense of the contesting or defending Party (unless the
         contesting or defending Party is entitled to indemnification therefor
         under Sections 8(h), 8(i), or 8(j) below).

                  (c) TRANSITION. For a period of two (2) years from and after
         the Closing Date, none of the Seller or the Seller's shareholders will
         take any action that is designed or intended to have the effect of
         discouraging any carrier, supplier, lessor, licenser, customer, or
         other business associate of the Seller from maintaining the same
         business relationships with the Buyer after the Closing as it


                                         22

<PAGE>

         maintained with the Seller prior to the Closing. Each of the Seller and
         the Seller's shareholders will refer all customer inquiries relating to
         the Acquired Assets to the Buyer from and after the Closing. In
         addition, each of the Seller and the Seller's shareholders shall
         recommend the Internet access and web-hosting services of the Buyer to
         any and all future customers of the Seller who request such a
         recommendation.

                  (d) CONFIDENTIALITY. Each Party shall treat and hold as such
         all of the Confidential Information, refrain from using any of the
         Confidential Information except in connection with this Agreement, and
         deliver promptly to the other Party or destroy, at the request and
         option of the other Party, all tangible embodiments (and all copies) of
         the Confidential Information which are in his/her or its possession. In
         the event that either Party or any of that Party's shareholders is
         requested or required (by oral question or request for information or
         documents in any legal proceeding, interrogatory, subpoena, civil
         investigative demand, or similar process) to disclose any Confidential
         Information, then that Party will notify the other Party promptly of
         the request or requirement so that such a Party may seek an appropriate
         protective order or waive compliance with the provisions of this
         Section 8(d). If, in the absence of a protective order or the receipt
         of a waiver hereunder, a Party or its shareholders are, on the advice
         of counsel, compelled to disclose any Confidential Information to any
         tribunal or else stand liable for contempt, such a Party or its
         shareholders (as the case may be) may disclose the Confidential
         Information to the tribunal; PROVIDED, HOWEVER, that a Party and its
         shareholders shall use their reasonable best efforts to obtain, at the
         reasonable request of the other Party, an order or other assurance that
         confidential treatment will be accorded to such portion of the
         Confidential Information required to be disclosed as the non-disclosing
         Party shall designate.

                  (e) COVENANT NOT TO COMPETE. For a period of two (2) years
         from and after the Closing Date, the Seller, the Seller's shareholders
         and their respective Affiliates, agree not to engage directly or
         indirectly in any business that offers dial-up internet access,
         dedicated internet access and web-hosting to third parties in any
         geographic area in which the Seller conducts that business as of the
         Closing Date; PROVIDED, HOWEVER, that

                           i. no owner of less than three percent (3%) of the
                  outstanding stock of any publicly traded corporation shall be
                  deemed to be engaged solely by reason thereof in any business
                  activity in contravention hereof; and

                           ii. if the final judgment of a court of competent
                  jurisdiction declares that any term or provision of this
                  Section 8(e) is invalid or unenforceable, the Parties agree
                  that the court making the determination of invalidity or
                  unenforceability shall have the power to reduce the scope,


                                            23
<PAGE>

                  duration, or area of the term or provision, to delete specific
                  words or phrases, or to replace any invalid or unenforceable
                  term or provision with a term or provision that is valid and
                  enforceable and that comes closest to expressing the intention
                  of the invalid or unenforceable term or provision, and this
                  Agreement shall be enforceable as so modified after the
                  expiration of the time within which the judgment may be
                  appealed.

                  (f) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
         representations and warranties of the Parties contained in this
         Agreement or in any agreement, instrument or certificate delivered in
         connection herewith shall survive the Closing and shall continue in
         full force and effect for a period of two (2) years thereafter.

                  (g) THIRD PARTY CONSENTS. The Seller and the Buyer shall use
         their best reasonable efforts to procure, and assist each other in
         procuring, the consent of any third party whose consent is required in
         connection with the transactions contemplated by this Agreement.

                  (h) INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE BUYER

                           i. In the event the Seller breaches any of its
                  representations, warranties, and covenants contained in this
                  Agreement or in any agreement, instrument or certificate
                  delivered in connection herewith, and, if there is an
                  applicable survival period pursuant to Section 8(f) above,
                  provided that the Buyer makes a written claim for
                  indemnification against the Seller within such survival
                  period, then the Seller agrees to indemnify the Buyer from and
                  against the entirety of any Adverse Consequences the Buyer may
                  suffer through and after the date of the claim for
                  indemnification resulting from, arising out of, relating to,
                  in the nature of, or caused by the breach (or the alleged
                  breach); PROVIDED, HOWEVER, that in the event such a breach
                  results in an adjustment to the Purchase Price pursuant to
                  Section 2(d)(ii) above, then the Seller's liability for such a
                  breach under this Section 8(h) shall not include that portion
                  of the Post-Closing Revenue whose loss is determined by the
                  Buyer to be caused by such a breach, provided that the Buyer
                  shall be entitled to be indemnified for any other Adverse
                  Consequences the Buyer may suffer through and after the date
                  of the claim for indemnification resulting from, arising out
                  of, relating to, in the nature of, or caused by such a breach.

                           ii. The Seller agrees to indemnify the Buyer from and
                  against the entirety of any Adverse Consequences the Buyer and
                  its shareholders may suffer resulting from, arising out of,
                  relating to, in the nature of, or caused by any Liability
                  (other than the Assumed Liabilities) or the Seller's operation
                  of the Acquired Assets prior to the Closing.


                                              24

<PAGE>

                           iii. The Seller agrees to indemnify the Buyer from
                  and against the entirety of any Adverse Consequences the Buyer
                  may suffer resulting from, arising out of, relating to, in the
                  nature of, or caused by any Liability of the Seller other than
                  the Assumed Liabilities.

                           iv. The Seller agrees to indemnify the Buyer from and
                  against the entirety of any Adverse Consequences the Buyer may
                  suffer resulting from, arising out of, relating to, in the
                  nature of, or caused by any Liability of the Seller for Taxes
                  of the Seller related to the Acquired Assets prior to the
                  Closing Date.

                           v. The Seller agrees to indemnify the Buyer from and
                  against the entirety of any Adverse Consequences the Buyer may
                  suffer resulting from, arising out of, relating to, in the
                  nature of, or caused by any Liability of the Seller in
                  relation to the termination of any of the Seller's employees
                  who are not employed by the Buyer.

                           vi. The Seller shall not have any liability to the
                  Buyer for any Adverse Consequences set forth in this Section
                  8(h) to the extent that such Adverse Consequences are covered
                  by insurance of the Buyer.

                           vii. Notwithstanding anything contained herein to the
                  contrary, the Seller shall have no liability to the Buyer as a
                  result of any breach of any representation, warranty or
                  covenant, to the extent that the Buyer knew that such
                  representation, warranty or covenant was incorrect prior to
                  the Closing Date, except when such breach is the result of
                  fraud or willful misconduct.

                  (i) INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE SELLER.

                           i. In the event the Buyer breaches any of its
                  representations, warranties, and covenants contained in this
                  Agreement or in any agreement, instrument or certificate
                  delivered in connection herewith, and, if there is an
                  applicable survival period pursuant to Section 8(f) above,
                  provided that the Seller makes a written claim for
                  indemnification against the Buyer within such survival period,
                  then the Buyer agrees to indemnify the Seller from and against
                  the entirety of any Adverse Consequences the Seller may suffer
                  through and after the date of the claim for indemnification
                  resulting from, arising out of, relating to, in the nature of,
                  or caused by the breach.

                           ii. The Buyer agrees to indemnify the Seller from and
                  against the entirety of any Adverse Consequences the Seller
                  and its shareholders may suffer resulting from, arising out
                  of, relating to, in the nature of, or


                                       25

<PAGE>

                  caused by the Assumed Liabilities or the Buyer's operation of
                  the Acquired Assets after the Closing or any transfer taxes
                  related to the Acquired Assets as a result of the transactions
                  contemplated by this Agreement.

                           iii. The Buyer shall not have any Liability to the
                  Seller for any Adverse Consequences set forth in this Section
                  8(i) to the extent that such Adverse Consequences are covered
                  by insurance of the Seller.

                           iv. Notwithstanding anything contained herein to the
                  contrary, the Buyer shall have no liability to the Seller as a
                  result of any breach of any representation, warranty or
                  covenant, to the extent that the Seller knew that such
                  representation, warranty or covenant was incorrect prior to
                  the Closing Date, except where such breach is the result of
                  fraud or willful misconduct.

                  (j) MATTERS INVOLVING THIRD PARTIES.

                           i. If any third party shall notify any Party (the
                  "Indemnified Party") with respect to any matter (a "Third
                  Party Claim") which may give rise to a claim for
                  indemnification against any other Party (the "Indemnifying
                  Party") under this Section 8, then the Indemnified Party shall
                  promptly notify each Indemnifying Party thereof in writing;
                  PROVIDED, HOWEVER, that no delay on the part of the
                  Indemnified Party in notifying any Indemnifying Party shall
                  relieve the Indemnifying Party from any obligation hereunder
                  unless (and then solely to the extent) the Indemnifying Party
                  thereby is prejudiced.

                           ii. Any Indemnifying Party will have the right to
                  defend the Indemnified Party against the Third Party Claim
                  with counsel of its choice reasonably satisfactory to the
                  Indemnified Party so long as (A) the Indemnifying Party
                  notifies the Indemnified Party in writing within fifteen (15)
                  days after the Indemnified Party has given notice of the Third
                  Party Claim that the Indemnifying Party will indemnify the
                  Indemnified Party from and against the entirety of any Adverse
                  Consequences the Indemnified Party may suffer resulting from,
                  arising out of, relating to, in the nature of, or caused by
                  the Third Party Claim, (B) the Indemnifying Party provides the
                  Indemnified Party with evidence reasonably acceptable to the
                  Indemnified Party that the Indemnifying Party will have the
                  financial resources to defend against the Third Party Claim
                  and fulfill its indemnification obligations hereunder, (C) the
                  Third Party Claim involves only money damages and does not
                  seek an injunction or other equitable relief, (D) settlement
                  of, or an adverse judgment with respect to, the Third Party
                  Claim is not, in the good faith judgment of the Indemnified
                  Party,


                                      26

<PAGE>

                  likely to establish a precedential custom or practice
                  materially adverse to the continuing business interests of the
                  Indemnified Party, and (E) the Indemnifying Party conducts the
                  defense of the Third Party Claim actively and diligently.

                           iii. So long as the Indemnifying Party is conducting
                  the defense of the Third Party Claim in accordance with
                  Section 8(i)(ii) above, (A) the Indemnified Party may retain
                  separate co-counsel at its sole cost and expense and
                  participate in the defense of the Third Party Claim, (B) the
                  Indemnified Party will not consent to the entry of any
                  judgment or enter into any settlement with respect to the
                  Third Party Claim without the prior written consent of the
                  Indemnifying Party (not to be withheld unreasonably), and (C)
                  the Indemnifying Party will not consent to the entry of any
                  judgment or enter into any settlement with respect to the
                  Third Party Claim without the prior written consent of the
                  Indemnified Party (not to be withheld unreasonably).

                  (k) LIMITATIONS ON INDEMNIFICATION OBLIGATIONS.
         Notwithstanding the provisions of Section 8(h), through 8(j) above,
         none of the Parties shall be obligated to indemnify or pay damages to
         any other Party or Parties, as the case may be, from and against any
         Adverse Consequences arising from or related to this Agreement to the
         extent that such Adverse Consequences arising from or related to this
         Agreement exceed the Purchase Price; PROVIDED, HOWEVER, that the Seller
         shall have no indemnification obligations under this Section 8 of this
         Agreement until the aggregate amount of all such claims exceeds Ten
         Thousand Dollars (US$10,000) (the "Basket"), in which case the
         Seller's indemnification obligations shall only be for the amount of
         such claims in excess of the Basket; AND PROVIDED FURTHER that any
         claims brought by a Party against another Party or Parties for fraud or
         willful misconduct shall not be subject to the foregoing limitations.

         9. ADDITIONAL AGREEMENTS.

                  (a) ESCROW AGREEMENT. As security for the indemnity of the
         Buyer by the Seller provided for in Section 8 above, the Escrow Shares
         shall be registered in the name of the Seller, and deposited (with an
         executed assignment in blank) with Norwest Bank, N.A. as Escrow Agent
         such deposit to constitute an escrow fund (the "Escrow Fund") to be
         governed by the terms set forth herein and in the Escrow Agreement to
         be signed by all parties thereto (the "Escrow Agreement"). In the event
         of any conflict between the terms of this Agreement and the Escrow
         Agreement, the terms of the Escrow Agreement shall govern. All costs
         and fees of the Escrow Agent for establishing and administering the
         Escrow Fund shall be borne equally by the Parties. Upon compliance with
         the terms hereof, the Buyer shall be entitled to obtain indemnity first
         from the Escrow Fund for all Adverse


                                       27

<PAGE>

         Consequences covered by the indemnity provided for in Section 8 above.
         If the Escrow Fund is not sufficient to cover any such Adverse
         Consequences covered by Section 8 above, then the Buyer shall be
         entitled to seek payment directly from the Seller and, if the Seller
         cannot or will not cover such Adverse Consequences, then the Buyer
         shall be entitled to seek payment directly from the Seller's
         shareholders pro-rata to the ownership of the Seller. The form of
         the Escrow Agreement is attached hereto as Exhibit J.

                  (b) TAX-FREE REORGANIZATION. The Parties intend that the
         transaction contemplated by this Agreement constitute a tax-free
         reorganization pursuant to Section 368(a)(1)(C) of the Code; provided,
         however, that the Parties acknowledge and agree that neither Party has
         represented to the other Party or Parties that such transaction will be
         treated as such by the Internal Revenue Service.

                  (c) LIQUIDATION OF THE SELLER. The Seller Principals agree
         that, as expeditiously as possible following the Closing Date, they
         will liquidate the Seller.

         10. MISCELLANEOUS.

                  (a) PRESS RELEASES AND PUBLIC ANNOUNCEMENTS. No Party shall
         issue any press release or make any public announcement relating to the
         subject matter of this Agreement prior to the Closing without the prior
         written approval of the other Party; PROVIDED, HOWEVER, that any Party
         may make any public disclosure it believes in good faith is required by
         applicable law or any listing or trading agreement concerning its
         publicly-traded securities (in which case the disclosing Party will use
         its reasonable best efforts to advise the other Party prior to making
         the disclosure).

                  (b) NO THIRD-PARTY BENEFICIARIES. This Agreement shall not
         confer any rights or remedies upon any Person other than the Parties
         and their respective successors and permitted assigns.

                  (c) ENTIRE AGREEMENT. This Agreement and the Exhibits and
         Schedules hereto (including the documents referred to herein)
         constitutes the entire agreement between the Parties and supersedes any
         prior understandings, agreements, or representations by or between the
         Parties, written or oral, to the extent they related in any way to the
         subject matter hereof.

                  (d) SUCCESSION AND ASSIGNMENT. This Agreement shall be binding
         upon and inure to the benefit of the Parties named herein and their
         respective successors and permitted assigns. No Party may assign either
         this Agreement or any of its rights, interests, or obligations
         hereunder without the prior written


                                           28

<PAGE>

         approval of the other Party; PROVIDED, HOWEVER, that the Buyer may
         (i) assign any or all of its rights and interests hereunder to one or
         more of its Affiliates and (ii) designate one or more of its
         Affiliates to perform its obligations hereunder (in any or all of
         which cases the Buyer nonetheless shall remain responsible for the
         performance of all of its obligations hereunder).

                  (e) COUNTERPARTS. This Agreement may be executed in any number
         of counterparts, each of which shall be deemed an original but all of
         which together will constitute one and the same instrument. This
         Agreement may be executed by facsimile, provided that the original
         counterpart is delivered within five (5) days of such execution.

                  (f) HEADINGS. The section headings contained in this Agreement
         are inserted for convenience only and shall not affect in any way the
         meaning or interpretation of this Agreement.

                  (g) NOTICES. All notices, requests, demands, claims, and other
         communications hereunder will be in writing. Any notice, request,
         demand, claim, or other communication hereunder shall be deemed duly
         given if (and then two business days after) it is sent by registered or
         certified mail, return receipt requested, postage prepaid, and
         addressed to the intended recipient as set forth below:

         IF TO THE SELLER:

         AIS NETWORK CORPORATION
         1171 Tower Road
         Schaumberg, Illinois  60173
         Attention:  Daniel Lundahl

         COPY TO:

         Parker, Poe, Adams & Bersnstein, L.L.P.
         2500 Charlotte Plaza
         201 S.  College St.
         Charlotte, NC 28244
         Attn. Edward W. Wellman or John E. Russ

         IF TO THE BUYER:

         RMI.NET, Inc.
         999 18th Street, 22nd Floor
         Denver, Colorado  80202
         Attention:  Mr. Douglas H. Hanson, Chairman & CEO


                                      29

<PAGE>

         E-Mail:  dhhanson@rmi.net.com

         COPY TO:

         RMI.NET, Inc.
         999 18th Street, 22nd Floor
         Denver, Colorado  80202
         Attention:  Mr. Chris J. Melcher, General Counsel
         E-Mail:  chris.melcher@corp.rmi.net

         Holland & Hart LLP
         215 South State Street, Suite 500
         Salt Lake City, Utah  84111-23117
         Attention:  Mr. David R. Rudd
         E-Mail:  drudd@hollandhart.com

         Any Party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail, or electronic mail), but no such
notice, request, demand, claim, or other communication shall be deemed to have
been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Party notice in the manner herein set forth.

                  (h) GOVERNING LAW. This Agreement shall be governed by and
         construed in accordance with the domestic laws of the State of Colorado
         without giving effect to any choice or conflict of law provision or
         rule (whether of the State of Colorado or any other jurisdiction) that
         would cause the application of the laws of any jurisdiction other than
         the State of Colorado.

                  (i) ARBITRATION. The Parties hereby covenant and agree that,
         except as otherwise set forth in this Agreement, any suit, dispute,
         claim, demand, controversy or cause of action of every kind and nature
         whatsoever, known or unknown, fixed or contingent, that the Parties may
         now have or at any time in the future claim to have based in whole or
         in part, or arising from or that in any way is related to the
         negotiations, execution, interpretation or enforcement of this
         Agreement (collectively, the "Disputes") shall be completely and
         finally settled by submission of any such Disputes to arbitration under
         the Rules of Arbitration and Conciliation of the American Arbitration
         Association then in effect. If the Parties to the Dispute are unable to
         agree on a single arbitrator, then such binding arbitration shall be
         conducted before a panel of three (3) arbitrators that shall be
         comprised of one (1) arbitrator designated by each Party to the Dispute
         and a


                                      30

<PAGE>

         third arbitrator designated by the two (2) arbitrators selected
         by the Parties to the Dispute. Unless the Parties to the Dispute agree
         otherwise, the arbitration proceedings shall take place in Denver,
         Colorado and the arbitrator(s) shall apply the law of the State of
         Colorado, USA, to all issues in dispute, in accordance with Section
         10(h). The findings of the arbitrator(s) shall be final and binding on
         the Parties to the Dispute. Judgment on such award may be entered in
         any court of appropriate jurisdiction, or application may be made to
         that court for a judicial acceptance of the award and an order of
         enforcement, as the party seeking to enforce that award may elect.
         Notwithstanding any applicable rules of arbitration, all arbitral
         awards shall be in writing and shall set forth in particularity the
         findings of fact and conclusions of law of the arbitrator or
         arbitrators. If either Party makes any claim and such claim is not
         found by the arbitrator(s) to be valid or proven, the claiming Party
         shall pay the costs of the other Party or its shareholders incurred in
         connection with such arbitration proceeding (including reasonable
         attorneys fees).

                  (j) AMENDMENTS AND WAIVERS. No amendment of any provision of
         this Agreement shall be valid unless the same shall be in writing and
         signed by the Buyer and the Seller. No waiver by any Party of any
         default, misrepresentation, or breach of warranty or covenant
         hereunder, whether intentional or not, shall be deemed to extend to any
         prior or subsequent default, misrepresentation, or breach of warranty
         or covenant hereunder or affect in any way any rights arising by virtue
         of any prior or subsequent such occurrence.

                  (k) SEVERABILITY. Any term or provision of this Agreement that
         is invalid or unenforceable in any situation in any jurisdiction shall
         not affect the validity or enforceability of the remaining terms and
         provisions hereof or the validity or enforceability of the offending
         term or provision in any other situation or in any other jurisdiction.

                  (l) EXPENSES. Each of the Buyer and the Seller will bear its
         own costs and expenses (including legal fees and expenses) incurred in
         connection with this Agreement and the transactions contemplated
         hereby.

                  (m) REPRESENTATIVE. The individual shareholders set forth on
         the signature page hereto hereby appoint Daniel Lundahl to act as their
         representative to receive notices and to act on their behalves with
         respect to this Agreement and the Exhibits and Schedules hereto.

                  (n) CONSTRUCTION. The Parties have participated jointly in the
         negotiation and drafting of this Agreement. In the event an ambiguity
         or question of intent or interpretation arises, this Agreement shall be
         construed as if drafted jointly by the Parties and no presumption or
         burden of proof shall arise favoring or disfavoring any Party by virtue
         of the authorship of any of the provisions of


                                   31

<PAGE>

         this Agreement. Any reference to any federal, state, local, or foreign
         statute or law shall be deemed also to refer to all rules and
         regulations promulgated thereunder, unless the context requires
         otherwise. The word "including" shall mean including without
         limitation. Nothing in the Disclosure Schedule shall be deemed
         adequate to disclose an exception to a representation or warranty made
         herein unless the Disclosure Schedule identifies the exception with
         reasonable particularity and describes the relevant facts in reasonable
         detail. Without limiting the generality of the foregoing, the mere
         listing (or inclusion of a copy) of a document or other item shall not
         be deemed adequate to disclose an exception to a representation or
         warranty made herein (unless the representation or warranty has to do
         with the existence of the document or other item itself). The Parties
         intend that each representation, warranty, and covenant contained
         herein shall have independent significance. If any Party has breached
         any representation, warranty, or covenant contained herein in any
         respect, the fact that there exists another representation, warranty,
         or covenant relating to the same subject matter (regardless of the
         relative levels of specificity) which the Party has not breached shall
         not detract from or mitigate the fact that the Party is in breach of
         the first representation, warranty, or covenant.

                  (o) INCORPORATION OF EXHIBITS AND SCHEDULES. The Exhibits and
         Schedules identified in this Agreement are incorporated herein by
         reference and made a part hereof.

                  (p) SPECIFIC PERFORMANCE; INDEMNIFICATION SOLE REMEDY FOR
         DAMAGES. Each of the Parties acknowledges and agrees that the other
         Party would be damaged irreparably in the event any of the provisions
         of this Agreement are not performed in accordance with their specific
         terms or otherwise are breached. Accordingly, each of the Parties
         agrees that the other Party shall be entitled to an injunction or
         injunctions to prevent breaches of the provisions of this Agreement and
         to enforce specifically this Agreement and the terms and provisions
         hereof in any action instituted in any court of the United States or
         any state thereof having jurisdiction over the Parties and the matter
         (subject to the provisions set forth in Section 10(i) above), in
         addition to any other remedy to which it may be entitled, at law or in
         equity. Notwithstanding the foregoing, the Buyer's sole remedy for
         damages after the Closing shall be pursuant to the indemnification
         provisions in Section 8 above.

                                      * * * * *




                                     32

<PAGE>




         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.


RMI.NET, INC.


By: __________________________________________
         Douglas H. Hanson

Title:   Chairman and CEO


AIS NETWORK CORPORATION


By: ___________________________________________

Title: _________________________________________


________________________________________________
Daniel Lundahl


________________________________________________
Jeff Schneider


________________________________________________
Ted Berger


________________________________________________
Trent Olson


________________________________________________
Rick Dwyer


                                     33

<PAGE>

                                    EXHIBIT A

                                 ACQUIRED ASSETS

"Acquired Assets" means all right, title, and interest in and to all of the
assets of the Seller relating to the Seller's Internet and web-related
businesses, including: (a) all assets listed on the Balance Sheet dated November
30, 1999 and all other assets relating to the Seller's Internet and web-related
businesses acquired by the Seller after November 30, 1999, (b) those real
property leases, improvements, fixtures, and fittings thereon, and easements,
rights-of-way, and other appurtenants thereto (such as appurtenant rights in and
to public streets) listed in the Disclosure Schedule, (c) tangible personal
property (such as machinery, equipment, inventories, and supplies, parts,
furniture, and vehicles) listed in Exhibit A-3, as well as any software residing
on such personal property, and the licenses and modifications thereto, (d)
agreements, contracts, Security Interests, guaranties, other similar
arrangements, and rights thereunder, and customer and supplier lists, as listed
in Exhibits A-1 and A-2, (d) inventory, as listed in Exhibit A-4, (e) accounts
and other receivables, as listed in Exhibit A-5, (f) all books, records,
ledgers, files, documents, correspondence relating to the foregoing, and (g) all
Intellectual Property related to the foregoing, goodwill associated therewith,
licenses and sublicenses granted and obtained with respect thereto, and rights
thereunder, remedies against infringement thereof, and rights to protection of
interests therein under the laws of all jurisdictions.







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                                   EXHIBIT B

                                LOCKUP AGREEMENT




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                                    EXHIBIT C

                                  BILL OF SALE







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                                    EXHIBIT D

                     ASSIGNMENT AND ASSUMPTION OF CONTRACTS








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                                    EXHIBIT E

                              FINANCIAL STATEMENTS






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                                    EXHIBIT F

                           PUC AND FCC AUTHORIZATIONS



None.







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                                    EXHIBIT G

                          REGISTRATION RIGHTS AGREEMENT








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                                    EXHIBIT H

                          OPINION OF COUNSEL TO SELLER









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                                    EXHIBIT I

                           OPINION OF COUNSEL TO BUYER










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                                    EXHIBIT J

                                ESCROW AGREEMENT













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