Execution Copy

                            ASSET PURCHASE AGREEMENT

  ASSET PURCHASE  AGREEMENT (the "Agreement")  dated as of July 18, 2003, by and
between  FinancialContent,  Inc., a Delaware  corporation (the "Purchaser") with
its offices located at 400 Oyster Point Blvd., Suite 435, So. San Francisco,  CA
94080, and CNET Networks, Inc., a Delaware corporation (the "Seller"),  with its
principal offices located at 235 Second Street, San Francisco, CA 94105.

RECITALS:

  WHEREBY,  Seller  operates an on-line  market data and  financial  information
division under the name Private Wire;

  WHEREBY,  Purchaser operates an on-line market data and financial  information
service that competes with Seller's Private Wire division;

  WHEREBY,  Seller desires to sell and the Purchaser desires to purchase certain
assets, properties, and rights of the Seller's Private Wire division;

  NOW,   THEREFORE,    in   consideration   of   the   covenants,    agreements,
representations,  and warranties contained in this Agreement, the parties hereto
hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS; PURCHASE PRICE; CLOSING

1.1 Purchase  and Sale of Assets.  Subject to the terms and  conditions  of this
Agreement,  on the  Closing  Date (as  defined  herein)  the Seller  shall sell,
transfer,  convey, assign, and deliver to the Purchaser, and the Purchaser shall
purchase, assume, acquire, and accept from the Seller all of the Seller's right,
title,  and  interest in and to the  Private  Wire  Client  Contracts  listed on
Schedule 1 (the "Transferred  Assets"),  hereto, the obligations under which the
Seller shall  continue to host for a period of 30 days after Closing (as defined
herein) pursuant to an Interim  Services  Agreement in the form attached to this
Agreement  as Exhibit  A. In the event the  Seller  does not obtain a consent to
assign any Private Wire Client Contract under which consent is required, none of
this  Agreement  or  any  other  document  related  to the  consummation  of the
transactions   contemplated  hereunder  shall  constitute  a  sale,  assignment,
assumption,   conveyance  or  delivery,   or  an  attempted  sale,   assignment,
assumption,  transfer,  conveyance  or  delivery,  of such  Private  Wire Client
Contract and the Seller  shall retain such Private Wire Client  Contract and all
liabilities and obligations relating thereto.

   1.2 No Assumption of Liabilities or Obligations.  Notwithstanding anything to
the contrary in this  Agreement,  the Purchaser shall not assume any liabilities
or  obligations  of the Seller and nothing herein shall be construed as imposing
any liability or obligation  upon the  Purchaser  other than those  specifically
provided for herein.


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<PAGE>

   1.3 Purchase and Sale of Shares.  Subject to the terms and conditions hereof,
at the Closing, Seller hereby agrees to sell to Purchaser,  and Purchaser agrees
to  purchase  from  the  Seller,   the  Transferred  Assets  for  the  following
consideration:

  (a) $175,000.00,  payable in cash at the Closing (the "Cash Consideration") by
wire transfer.

  (b)  Subject  to  adjustment  as set  forth  in  Section  7.8,  shares  of the
Purchaser's  Convertible  Preferred Stock ("Preferred Stock") in an amount equal
to twenty (20) percent of the Purchaser's  issued and  outstanding  common stock
("Common Stock)  immediately after the Closing,  calculated as if such Preferred
Stock had been  converted into Common Stock.  The rights and  preferences of the
Preferred Stock are set forth in the  Purchaser's  Certificate of Designation in
the form attached to this  Agreement as Exhibit B. Seller shall have no right to
sell, assign, exchange, transfer, pledge, hypothecate or otherwise dispose of or
encumber twenty five (25) percent of the Preferred Stock issued at Closing and a
restrictive  legend  setting  forth  such  restrictions  shall be affixed to the
certificates representing such Preferred Stock (the "Restricted Stock"). Subject
to the provisions of this paragraph,  the restrictions in the foregoing sentence
will apply to Common Stock  issuable or issued upon  conversion of the Preferred
Stock  and  Preferred  Stock  issued  in  connection  with  Section  7.8 of this
Agreement.  All dividends  issued with respect to the  Restricted  Stock will be
distributed  to Seller  upon the date such  restrictions  lapse and Seller  will
forfeit dividends issued on Restricted Stock on which  restrictions do not lapse
after  three-and-a-half years from the Closing Date. The restrictions on 1.1% of
such  Restricted  Stock  will lapse for every  $100 over  $27,225  in  aggregate
revenue  Purchaser  receives for services  rendered  during August 2003 ("August
Revenue") under the Private Wire Client Contracts. By way of clarification,  the
chart  below sets forth an example  of the  percentage  of shares of  Restricted
Stock  with  respect  to which  restrictions  will  lapse as August  Revenue  is
collected.

--------------------------------------- ---------------------------------------
                                            Percentage of Restricted Stock
       Aggregate Revenue Collected            with Lapsed Restrictions
--------------------------------------- ---------------------------------------
                 $27,225                                  0%
--------------------------------------- ---------------------------------------
                 $28,133                                 10%
--------------------------------------- ---------------------------------------
                 $29,040                                 20%
--------------------------------------- ---------------------------------------
                 $29,948                                 30%
--------------------------------------- ---------------------------------------
                 $30,855                                 40%
--------------------------------------- ---------------------------------------
                 $31,763                                 50%
--------------------------------------- ---------------------------------------
                 $32,670                                 60%
--------------------------------------- ---------------------------------------
                 $33,578                                 70%
--------------------------------------- ---------------------------------------
                 $34,485                                 80%
--------------------------------------- ---------------------------------------
                 $35,393                                 90%
--------------------------------------- ---------------------------------------
                 $36,300                                100%
--------------------------------------- ---------------------------------------

         Purchaser  shall submit  invoices for August  Revenue on the  schedules
detailed in the  applicable  Private  Wire Client  Contract (or where no written
Private Wire Client Contract  exists,  on the schedule  specified by Seller) and
will use best efforts to collect such  amounts.  Beginning on September 30, 2003


                                       2
<PAGE>

at the end of  each  calendar  quarter  Purchaser  will  provide  Seller  with a
statement at the end of each  calendar  quarter  detailing  the amount of August
Revenue  collected and a calculation of the number of Restricted Shares on which
restrictions have lapsed.  Thereafter  Seller may submit any stock  certificates
representing  Restricted Shares in its possession to Purchaser.  Purchaser shall
within ten business days issue a new stock  certificate  to Seller  representing
the Preferred Stock with the restrictive legend set forth in this section 1.3(b)
removed and a new stock  certificate  representing the new balance of Restricted
Shares.

  (c) Host the Seller's stock quoting infrastructure for CNET Investor and other
CNET sites,  under the terms of the Software and Content Licensing  Agreement in
the form attached to this Agreement as Exhibit C.

 1.4  Closing.  The closing of the sale and purchase of the  Transferred  Assets
under this  Agreement (the  "Closing")  shall take place on July 18, 2003 at the
offices of CNET Networks,  Inc., 235 Second  Street,  San Francisco,  California
94105,  or at such other time or place as the Sellers and Purchaser may mutually
agree (such date is hereinafter referred to as the "Closing Date").

 1.5     Delivery.

(a)  Purchase  of Stock.  At the  Closing,  subject to the terms and  conditions
hereof,  the Purchaser will deliver to Seller (1) certificates  representing the
Company's  Preferred Stock to be acquired at the Closing by Seller, (2) the Cash
Consideration  to be paid by  Purchaser  to  Seller,  and (3) the Seller and the
Purchaser shall mutually  execute:  the Interim  Services  Agreement in the form
attached to this  Agreement  as Exhibit A; the  Software  and Content  Licensing
Agreement  in the  form  aattached  to this  Agreement  as  Exhibit  C;  and the
Promotional Campaign Agreement in the form attached to this Agreement as Exhibit
D (collectively the "Acquisition Documents").



<PAGE>


(b) Private  Wire Client  Contracts.  At the  closing,  subject to the terms and
conditions  hereof,  Seller shall  provide the names of the Private Wire clients
(the Private Wire  Clients") on Schedule 1 and provide (1) the  original,  or if
not available,  a true and complete  copy, of each Private Wire Client  Contract
that it has in its possession,  and (2) the most recent contact  information for
each Private Wire Client, including contact name(s), address(es),  telephone and
facsimile number(s) and email address(es).

ARTICLE II

REPRESENTATION AND WARRANTIES OF THE PURCHASER

Purchaser hereby represents and warrants to the Seller:

2.1 Organization,  Good Standing and  Qualification.  Purchaser is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Delaware with all requisite  power and authority to own and operate its
properties and assets,  and to carry on its business as presently  conducted and


                                       3
<PAGE>

as  presently  proposed to be  conducted.  Purchaser  is duly  qualified  and is
authorized  to do business and is in good standing as a foreign  corporation  in
all  jurisdictions  in which the nature of its  activities and of its properties
(both owned and leased)  makes such  qualification  necessary,  except for those
jurisdictions in which failure to do so would not have a material adverse effect
on Purchaser or its business.

2.2  Requisite  Power  and  Authority.  Purchaser  has all  necessary  power and
authority  under all  applicable  provisions  of law to execute and deliver this
Agreement and the Acquisition  Documents and to carry out their provisions.  All
action on  Purchaser's  part  required for the lawful  execution and delivery of
this  Agreement and the  Acquisition  Documents has been or will be  effectively
taken prior to the Closing.  Upon the execution  and delivery by the  Purchaser,
this Agreement will be a valid and binding obligation of Purchaser,  enforceable
in accordance with its terms.

2.3  No  Conflict.  The  execution  and  delivery  of  this  Agreement  and  the
Acquisition  Documents by Purchaser  and the  consummation  of the  transactions
contemplated  hereby and thereby  and the  fulfillment  of the terms  hereof and
thereof will not:

                  (a)  conflict  with,  or result in a breach or  violation  of,
Purchaser's Certificate of Incorporation, or its By-Laws;

                  (b) conflict with, or result in a default (or would constitute
a default but for any requirement of notice or lapse of time or both) under, any
document,  agreement  or other  instrument  to which  Purchaser is a party or by
which  Purchaser is bound,  or result in the creation or imposition of any lien,
charge or encumbrance on any of Purchaser's  properties  pursuant to (i) any law
or regulation to which Purchaser or any of its property is subject,  or (ii) any
judgment,  order or decree to which Purchaser is bound or any of its property is
subject; and

                  (c)  does  not and will  not  violate  the laws of the  United
States,  or any state or other  jurisdiction  applicable to Purchaser or require
Purchaser to obtain any approval, consent or waiver of, or make any filing with,
any person or entity  (governmental  or otherwise) that has not been obtained or
made.
..
2.4      Capitalization and Voting Rights

                  (a) The authorized  capital of the Company  consists,  or will
consist immediately prior to the Closing, of:

                           (i)      Preferred Stock.  200,000,000 Million Shares
of Preferred  Stock,  Four Million  Four  Hundred  Thousand  shares of which are
Series A  Preferred  Stock,  par  value $ .001,  all of which  will be issued to
Seller pursuant to this Agreement. The rights, privileges and preferences of the
Preferred Stock are as stated in the Purchaser's Certificate of Designation,  in
the form attached to this Agreement as Exhibit B.

                                       4
<PAGE>

                           (ii)     Common Stock.  900,000,000 Million shares of
Common  Stock,  par value $ .001,  of which  8,659,643  shares  are  issued  and
outstanding.

                           (iii) Except for warrants to purchase  890,000 shares
of Purchaser's common stock,  options to purchase 200,000 shares of common stock
and a convertible  note  convertible  into 100,000 shares of Purchaser's  common
stock,  there  are  no  outstanding  options,  warrants,  rights,   commitments,
preemptive  rights or  agreements  of any kind for the  issuance  or sale of, or
outstanding  securities convertible into, any additional shares of capital stock
of any class of Purchaser.  None of Purchaser's capital stock has been issued in
violation of any federal or state law. There are no voting  agreements,  trusts,
proxies or other  agreements,  instruments or  undertakings  with respect to the
voting of Purchaser's capital stock to which Purchaser is a party.

2.5      No Financial or Legal Impediment to Closing.

                  (a)  Purchaser is in  possession  and  control,  or will be in
possession and control at the payment dates  contemplated by this Agreement,  of
the funds necessary to consummate the transactions contemplated herein; and

                  (b) No action, suit, proceeding or government investigation is
pending,  or to the knowledge of Purchaser,  threatened which seeks to question,
delay or prevent the consummation of the transactions contemplated herein.

2.6 Preferred  Stock. All of the Preferred Stock to be issued to Seller has been
duly  authorized,  or shall be duly  authorized,  and,  upon  issuance,  will be
validly issued, fully paid and non-assessable and free of pre-emptive or similar
rights.  The Common Stock issuable upon  conversion of the Preferred Stock being
issued under this Agreement has been duly and validly reserved for issuance and,
upon issuance will be duly and validly issued, fully paid, and nonassessable and
will be free of  restrictions  on transfer other than  restrictions  on transfer
under this Agreement and under applicable state and federal  securities laws. No
consent, approval, qualification,  order or authorization of or filing with, any
local,  state or federal  governmental  authority is required on the part of the
Purchaser in connection  with the  Purchaser's  valid  execution,  delivery,  or
performance  of this  Agreement,  the  issuance  of the  Preferred  Stock by the
Purchaser or the issuance of Common Stock upon conversion of the Preferred Stock
except the filing of the Certificate of Designation  with the Secretary of State
of the State of  Delaware,  and such  filings  as have  been  made  prior to the
Closing.

2.7 Subject in part to the truth and  accuracy of Seller's  representations  set
forth in this Agreement, the issuance of Preferred Stock as contemplated by this
Agreement is exempt from the  registration  requirements  of the Securities Act,
and neither the  Purchaser  nor any  authorized  agent acting on its behalf will
take any action hereafter that would cause the loss of such exemption.

2.8  Purchaser  has made  available  to  Seller  accurate  and  complete  copies
(excluding copies of exhibits) of each report, registration statement (on a form
other than Form S-8) and definitive  proxy statement filed by Purchaser with the


                                       5
<PAGE>

SEC between  January 1, 2000 and the date of this Agreement (the  "Purchaser SEC
Documents").  As of the  time it was  filed  with  the SEC (or,  if  amended  or
superseded by a filing prior to the date of this Agreement,  then on the date of
such filing):  (i) each of the Purchaser SEC Documents  complied in all material
respects with the applicable  requirements of the Securities Act or the Exchange
Act (as the case may be); and (ii) none of the Purchaser SEC Documents 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 the light of the  circumstances  under  which they were  made,  not
misleading.  All of the  Purchaser SEC  Documents  were timely  filed,  unless a
filing under Rule 12b-25 of the Exchange Act was timely filed, in which case the
applicable filing was made within the time period prescribed in Rule 12b-25. The
consolidated financial statements contained in the Purchaser SEC Documents:  (i)
complied  as to form in all  material  respects  with the  published  rules  and
regulations of the SEC applicable thereto; (ii) were prepared in accordance with
GAAP applied on a consistent basis throughout the periods covered, except as may
be  indicated  in the  notes to such  financial  statements  and (in the case of
unaudited  statements) as permitted by Form 10-Q or Form 10-QSB,  as applicable,
of the SEC,  and except  that  unaudited  financial  statements  may not contain
footnotes  and are  subject to  year-end  audit  adjustments;  and (iii)  fairly
present the consolidated financial position of Purchaser and its subsidiaries as
of the respective  dates thereof and the  consolidated  results of operations of
Purchaser and its subsidiaries for the periods covered thereby.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Seller hereby represents and warrants to the Purchaser:

3.1 Organization, Good Standing and Qualification.  Seller is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware  with  all  requisite  power  and  authority  to own  and  operate  its
properties and assets,  and to carry on its business as presently  conducted and
as  presently  proposed  to be  conducted.  Seller  is  duly  qualified  and  is
authorized  to do business and is in good standing as a foreign  corporation  in
all  jurisdictions  in which the nature of its  activities and of its properties
(both owned and leased)  makes such  qualification  necessary,  except for those
jurisdictions in which failure to do so would not have a material adverse effect
on Seller or its business.

3.2 Requisite Power and Authority.  Seller has all necessary power and authority
under all applicable provisions of law to execute and deliver this Agreement and
the  Acquisition  Documents  and to carry out their  provisions.  All  action on
Purchaser's  part  required  for  the  lawful  execution  and  delivery  of this
Agreement and the  Acquisition  Documents has been or will be effectively  taken
prior to the  Closing.  Upon the  execution  and  delivery by the  Seller,  this
Agreement and the Acquisition Documents will be valid and binding obligations of
the Seller, enforceable in accordance with their terms.

                                       6
<PAGE>

3.3  No  Conflict.  The  execution  and  delivery  of  this  Agreement  and  the
Acquisition  Documents  by  Seller  and  the  consummation  of the  transactions
contemplated  hereby and thereby  and the  fulfillment  of the terms  hereof and
thereof will not:

                  (a)  conflict  with,  or result in a breach or  violation  of,
Seller's Certificate of Incorporation, or its By-Laws;

                  (b) conflict with, or result in a default (or would constitute
a default but for any requirement of notice or lapse of time or both) under, any
document,  agreement or other  instrument to which Seller is a party or by which
Seller is bound, or result in the creation or imposition of any lien,  charge or
encumbrance on any of Seller's  properties pursuant to (i) any law or regulation
to which Seller or any of its property is subject,  or (ii) any judgment,  order
or decree to which Seller is bound or any of its property is subject

3.4      Acquisition of Preferred Stock.

(a) Seller has such knowledge and  experience in financial and business  matters
that it is  capable  of  evaluating  the  merits  and  risks of the  prospective
investment.

(b) Seller is an  "accredited  investor," as that term is defined in Rule 501(a)
of Regulation D promulgated under the Securities Act.

(c) Seller understands (i) that the shares of the Preferred Stock are or will be
restricted  securities  within  the  meaning of Rule 144 of the  Securities  Act
("Rule 144"); (ii) that such securities are not registered;  and (iii) that such
securities must be held indefinitely and that no transfer of such securities may
be made by Seller  unless (A) such  securities  have been  registered  under the
Securities Act and any  applicable  state  securities  laws, or (B) an exemption
from  registration is available under  applicable  state securities laws and the
Securities  Act,  including in accordance  with the terms and conditions of Rule
144.

(d) Seller  understands that the  certificates  representing the Preferred Stock
issued to Seller pursuant to this Agreement shall bear a legend substantially as
follows:  "The Shares  represented by this  certificate have not been registered
under the Securities  Act of 1933 or any  applicable  state law. They may not be
offered for sale, sold,  transferred or pledged without (1)  registration  under
the  Securities  Act of 1933 and any  applicable  state law,  or (2) at holder's
expense,  an opinion  (satisfactory  to Purchaser) of counsel  (satisfactory  to
Purchaser) that registration is not required.

3.5 Patents, Trademarks, Trade Names. Seller owns, is licensed, or otherwise has
the full right to use all the  Transferred  Assets and the assets licensed under
Section  7.3.  The Seller has the sole and  exclusive  right to use its patents,
trademarks,  service  marks,  trade  names,  copyrights,  technology,  know-how,
recipes,  and processes that comprise the Transferred  Assets, and no consent of
any third party is required for the use thereof by the Seller upon completion of
the transfer of the Transferred Assets.

                                       7
<PAGE>

3.6 Private  Wire  Clients.  The list of Private Wire Clients on Schedule 1 is a
true,  complete and accurate list of all of the CNET Private Wire  Clients,  and
CNET has not assigned any Private Wire Client  Contracts within 90 days prior to
the Closing  Date.  To the  Seller's  best  knowledge,  it enjoys  good  working
relationships  with the Private  Wire  Clients.  The Seller has no  knowledge or
basis for  knowledge  that any Private  Wire  Client  expects to  terminate  its
Private Wire Client Contract with Seller. To the best of Seller's knowledge, all
of the Private  Wire  Client  Contracts  are  assignable  or will be  assignable
provided the parties thereto give consent.  Seller invoiced Private Wire Clients
for an aggregate of $36,300 for the month of May 2003.


ARTICLE IV

OBLIGATIONS OF THE PARTIES

  The  Purchaser  hereby  covenants  and  agrees  with the Seller and the Seller
hereby covenants and agrees with the Purchaser that:

  4.1 Further Assurances.  Before and after the Closing, each party hereto shall
execute and deliver such  instruments  and take such other  actions as any other
party may reasonably  request for the purpose of carrying out the intent of this
Agreement and the other Acquisition  Documents.  Each party hereto shall use its
best efforts to cause the  transactions  contemplated  by this Agreement and the
other  Acquisition  Documents  to be  consummated,  and,  without  limiting  the
generality  of the  foregoing,  to obtain all  consents  and  authorizations  of
government  agencies and third parties and to make all filings with and give all
notices to  government  agencies  and third  parties  that may be  necessary  or
reasonably  required to effect the  transactions  contemplated by this Agreement
and the other Acquisition Documents.

  4.2  Confidentiality.  Before  and  after  the  Closing,  each  party  to this
Agreement shall, and shall cause its officers,  accountants,  counsel, and other
authorized  representatives and affiliated parties, to hold in strict confidence
and not use or disclose to any other party without the prior written  consent of
the other party,  all information  obtained from the other parties in connection
with the transactions  contemplated hereby,  except such information may be used
or disclosed (i) when required by any  regulatory  authorities  or  governmental
agencies,  (ii) if required by court order or decree or applicable law, (iii) if
it is publicly  available  other than as a result of a breach of this Agreement,
or (iv) if it is otherwise contemplated herein.


ARTICLE V

CONDITIONS TO SELLER'S OBLIGATIONS

  The obligation of the Seller under this Agreement to consummate the Closing on
the Closing Date shall be subject to the satisfaction,  on or before the Closing
Date, of each of the following conditions:

                                       8
<PAGE>

  5.1 Representations and Warranties True. The representations and warranties of
the  Purchaser  contained  herein  shall be true and  accurate as of the Closing
Date, except for changes permitted or contemplated by this Agreement.

  5.2  Performance.  The  Purchaser  shall have  performed  and  complied in all
material respects with all agreements,  obligations,  and conditions required by
this  Agreement to be performed or complied  with by it on or before the Closing
Date.

  5.3 Closing  Documents.  The Purchaser shall have  delivered,  or caused to be
delivered to the Seller,  a certificate  of one of Purchaser's  vice  presidents
that the statements set forth in Section 5.1 and 5.2 are true and correct.

5.4 Purchaser shall have made all filings with and notifications of governmental
authorities,  regulatory  agencies  and other  entities  required  to be made by
Purchaser in connection with the execution and delivery of this  Agreement,  the
performance of the  transactions  contemplated  hereby;  and the Purchaser shall
have  received  all   authorizations,   waivers,   consents  and  permits,   the
consummation of the transactions contemplated by this Agreement.

5.5  Purchaser  shall have  filed,  and the  Secretary  of State of the State of
Delaware shall have accepted, the Certificate of Designation of Purchaser in the
form attached to this Agreement as Exhibit B.

5.6  Purchaser  shall have  executed  and  delivered  to Seller the  Promotional
Campaign Agreement in the form attached to this Agreement as Exhibit D.

5.7  Purchaser  shall have  executed  and  delivered  to Seller the Software and
Content Licensing Agreement in the form attached to this Agreement as Exhibit C.

5.8 Purchaser  shall have executed and delivered to Seller the Interim  Services
Agreement in the form attached to this Agreement as Exhibit A.

5.9 Purchaser  shall have received and deposited into its bank account  $175,000
in cash for the payment of the transaction contemplated by this Agreement.

5.10  Purchaser is eligible to register securities for resale on Form SB-2.

5.11 Purchaser shall have completed and Seller shall have accepted Seller's site
as described in that certain Software and Content Licensing Agreement.

5.12  Purchaser  shall have  delivered to Seller an opinion from counsel for the
Purchaser,  in form and substance  reasonably  satisfactory to the Purchaser and
its counsel and containing such  assumptions and limitations as are customary or
reasonable  for  opinion  letters  normally  provided  in similar  transactions,
covering at least the following:

                                       9
<PAGE>

         (i) The issuance of the Preferred  Stock and Common Stock into which it
is convertible will be duly and validly authorized,  legally issued,  fully paid
and non-assessable, and

         (ii) the execution,  delivery,  and performance of this Agreement,  the
other  Acquisition  Documents to which the  Purchaser is a party,  and the other
instruments  or  documents  required to be executed by the Seller in  connection
herewith and therewith have been authorized by all necessary corporate and other
actions  of the  Purchaser  and have been duly  executed  and  delivered  by the
Purchaser and constitute legal,  valid, and binding  obligations of such parties
enforceable  in  accordance  with their terms to the extent the Seller should be
able to realize the practical  benefits thereof,  except as such  enforceability
may be limited by bankruptcy, reorganization, insolvency, moratorium, or similar
laws  affecting  the  enforcement  of  creditor's   rights  and  except  as  the
availability of suitable remedies may be subject to judicial discretion.



ARTICLE VI

CONDITIONS TO PURCHASER'S OBLIGATIONS

  The obligation of the Purchaser under this Agreement to consummate the Closing
on the  Closing  Date  shall be subject  to the  satisfaction,  on or before the
Closing Date, of each of the following conditions.

  6.1 Representations and Warranties True. The representations and warranties of
the Seller  contained  herein shall be true and accurate as of the Closing Date,
except for changes permitted or contemplated by this Agreement.

  6.2 Performance.  The Seller shall have performed and complied in all material
respects  with all  agreements,  obligations,  and  conditions  required by this
Agreement to be performed or complied with by it on or before the Closing Date.

  6.3  Closing  Documents.  The  Seller  shall have  delivered,  or caused to be
delivered to the Purchaser, a certificate of one of the Seller's vice presidents
that the statements set forth in Section 6.1 and 6.2 are true and correct.

6.4 The Seller shall have  delivered or caused to be delivered to the  Purchaser
the Private Wire Client Contracts and the Schedule 1 list.

6.5 Seller shall have  executed  and  delivered  to  Purchaser  the  Promotional
Campaign Agreement in the form attached to this Agreement as Exhibit D.

6.6 Seller shall have executed and  delivered to Purchaser the Interim  Services
Agreement in the form attached to this Agreement as Exhibit A.

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<PAGE>

6.7 Seller shall have prepared and  delivered to Purchaser  and Purchaser  shall
have  approved  the form of  letter(s)  to be forwarded by Seller to the Private
Wire Clients as contemplated under Section 7.4, hereof.

6.8 Seller  shall have given  Purchaser  access to the formulas and data (except
client names) that the Seller has used to create  Seller's  proprietary  indexes
and the content comprising such indices.

ARTICLE VII

CERTAIN POST-CLOSING COVENANTS

  7.1 Access.  Subsequent  to the Closing  Date,  the  Purchaser  shall,  at the
Seller's expense, permit the Seller, from time to time, to inspect and copy such
books of account and other  records of the Purchaser and to utilize the services
of the  Purchaser's  employees,  all as may be necessary or convenient to enable
the Seller to prepare and file tax returns and confirm  that  Purchaser  has met
its  obligations,  including but not limited to, its payment and stock  issuance
obligations under this Agreement.  Until the seventh  anniversary of the Closing
Date, the Purchaser  shall not,  without the prior written consent of the Seller
or  its  successors  in  interest,  destroy  or  dispose  of any  such  records.
Notwithstanding any of the foregoing,  no covenant contained in this Section 7.1
on the part of the  Purchaser  is  intended  to,  and  nothing  herein  shall be
construed to, benefit or confer any rights upon any person, firm, or corporation
other than the Seller.

  7.2 Use of Trade Name.  Within thirty (30)  business days of the Closing,  the
Seller shall, and shall cause all of its affiliates,  to cease using the Private
Wire Trade Name as a company name, trademark, or in any other manner.

  7.3 Effective  ten (10) business days after the Closing,  Seller hereby grants
to Purchaser a perpetual worldwide non-transferable license to (i) reproduce and
reverse engineer the technology, know-how, recipes, or processes that the Seller
has used to create Seller's  proprietary  indexes,  hereto, and (ii) display the
CNET Networks CEO Wealthmeter.

7.4 Within ten (10) business days after the Closing,  Seller and Purchaser shall
deliver a letter in the form  attached  hereto as Exhibit E to the Private  Wire
Clients  notifying each of the purchase of the Private Wire Client  Contracts by
Purchaser  and in the  appropriate  case  notifying  each that the Private  Wire
Contract has been assigned or  requesting  the Private Wire Client to consent to
the assignment of the Private Wire Contract in writing.

7.5  Following the Closing,  Seller shall give prompt  notice to the  Purchaser,
after receipt  thereof by the Seller,  of any notice of, or other  communication
relating to, the  assignment  of the Private Wire Client  Contracts or any other
notice or other communication from any of the Private Wire clients.

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<PAGE>

7.6  Purchaser  will remain  eligible to  register  securities  on Form SB-2 for
three-and-a-half years following the Closing Date.

  7.7 Non-Competition.

  (a) The  Purchaser  and the Seller agree that the Purchase  Price was based on
the basis that the transfer of the  Transferred  Assets to the  Purchaser  would
provide the  Purchaser  with the full  benefit and good will of the Private Wire
division of Seller as it existed on the Closing  Date.  The Seller  acknowledges
that it is proper  for the  Purchaser  to have  assurance  that the value of the
Transferred  Assets  will not be  diminished  by acts of the  Seller  after  the
Closing Date.  Accordingly,  the Seller covenants and agrees that, commencing on
the  Closing  Date and ending on  December  30,  2004,  it will not  directly or
indirectly compete with, or own, manage,  operate,  or control or participate in
the  ownership,  management,  operation  or control  of, or  provide  consulting
services   to,   any   business,   firm,   corporation,   partnership,   person,
proprietorship  or other entity which competes with the Private Wire division as
constituted  on the  Closing  Date as a primary  line of  business  unless  such
competition  occurs as a result of Seller's  combination  or merger with or into
another entity engaged in such activities,  however, in such an event or merger,
Seller  agrees to covenant  with any such other  entity that the merged  company
shall not directly solicit the Private Wire Clients who remain  FinancialContent
clients at such time. The foregoing provisions shall not apply to investments in
shares of stock of a corporation traded on a national  securities exchange or on
the national over-the-counter market which shall have an aggregate market value,
at the time of acquisition, of less than $1,000,000 and constitute less than two
percent of the outstanding shares of such stock of such corporation.

If the Seller commits a breach,  or threatens to commit a breach,  of any of the
provisions of this Section 7.7, the  Purchaser  shall have the right and remedy,
in  addition  to any  others,  to  have  the  provisions  of  this  Section  7.7
specifically enforced by any court having equity jurisdiction,  together with an
accounting therefor, it being acknowledged and understood by the Seller that any
such breach or threatened breach will cause irreparable  injury to the Purchaser
and that money damages will not provide an adequate remedy therefor.

7.8  Adjustment of Preferred  Stock.  It is the intent of the parties that for a
period of three-and-a half years from the Closing Date Seller and the parties to
whom it transfers Preferred Stock (the "Transferees") shall not be diluted below
their  percentage  equity  interest  in  the  Purchaser.  Such  equity  will  be
represented  by the Preferred  Stock,  convertible  into Common  Stock,  and the
equity percentage shall be computed as if such Preferred Stock was Common Stock.
If at any time during the aforementioned three year period subsequent to closing
Purchaser  increases  its equity  through the issuance of  additional  shares of
Common Stock with a per share price of less than $.75 per share, then additional
shares of Preferred  Stock will be issued to Seller and the Transferees on a pro
rata basis to insure that each Preferred Stock holder's ratio of Preferred Stock
to outstanding Common Stock before such additional  issuance is the same as such
holder's  ratio of  Preferred  Stock to Common  Stock after any such  additional
issuance.  The  provisions of this Section 7.8 shall expire on the date on which
(i) pursuant to this Section 7.8 Purchaser  issues twice the number of shares of
Preferred  Stock  initially  issued under this  Agreement (as adjusted for stock


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<PAGE>

dividends, combinations or splits with respect to such shares) or (ii) one-third
of the Series A Preferred Stock (as adjusted for stock  dividends,  combinations
or splits with respect to such shares)  issued under this Agreement is no longer
outstanding.

7.9 Registration  Rights.  Commencing 180 days after the Closing, the Seller and
Purchaser shall have the rights and obligations set forth on Exhibit F.

7.10  Reimbursement  of Closing Month  Revenues.  Purchaser will invoice Private
Wire  Clients  for the month of July and will  promptly  pay Seller all  amounts
collected  that relate to services  rendered  before the Closing Date. The first
such payment will be due on September 30, 2003.  All  subsequent  payments under
this Section will be due at the end of the month Purchaser  collects such funds,
accompanied by a statement describing and calculating the amounts due.

7.11  Escrow.  Within  five (5)  business  days of the Closing  Purchaser  shall
deliver to Seller on a disk the source  code and such  supporting  documentation
and related materials that are necessary for a reasonably  competent  programmer
to routinely  maintain and modify the programs  provided  under the Software and
Content Licensing Agreement in the form attached to this Agreement as Exhibit C.
Purchaser will deliver to Seller on a disk updates, revisions, modifications and
bug fixes  promptly  after they have been  developed and released.  Seller shall
have no right  to use  materials  provided  under  this  Section  7.11  unless a
petition in  bankruptcy,  or an  assignment  for the benefit of creditors of the
Purchaser is filed by the Purchaser,  or a third party against the Purchaser and
is not dismissed  within  thirty (30) days of its filing;  a cessation of normal
business  operations  by the  Purchaser  during  the term of this  Agreement;  a
termination  of the  Software  and Content  Licensing  Agreement  as a result of
Purchaser's material breach as described in such Agreement.

ARTICLE XIII

SURVIVAL AND INDEMNIFICATION

  8.1  Survival.  Notwithstanding  (i) the  making of this  Agreement,  (ii) any
examination  made by or on behalf of the parties  hereto,  and (iii) the Closing
hereunder,  (A) unless otherwise  specified in this Agreement or the Acquisition
Documents the  representations and warranties of the parties contained herein or
in any certificate or other document  delivered pursuant hereto or in connection
herewith  shall  survive until the  six-month  anniversary  of the Closing Date,
except that the  covenants  and  agreements  required to be performed  after the
Closing  pursuant to any provision of this  Agreement or any of the  Acquisition
Documents,  including  this Article 8, shall  survive  until fully  performed or
fulfilled. In addition, Purchaser's representations,  warranties,  covenants and
agreements with respect to Purchaser's  capitalization,  the Preferred Stock and
Purchaser's  obligations under Sections 7.8 and 7.9 shall survive  indefinitely.
No action for  indemnification  pursuant to  Sections  8.2 or 8.3 may be brought
after the applicable  expiration date,  provided,  however,  that if before such
date one  party  hereto  has  notified  the  other  party  hereto of a claim for
indemnity  hereunder  (whether  or not  formal  legal  action  shall  have  been
commenced  based upon such  claim),  such claim shall  continue to be subject to
indemnification in accordance herewith.  Notwithstanding anything else contained


                                       13
<PAGE>

in this Agreement, (i) no indemnification shall be payable to either party under
the  provisions  of this  Article  XIII  unless  the  total  of all  claims  for
indemnification  pursuant  to Section 8.2 or 8.3, as  applicable,  shall  exceed
$50,000 in the  aggregate,  whereupon  the full amount of such  claims  shall be
recoverable in accordance  with the terms of this Article and (ii) except as set
forth in this  Agreement or any  Acquisition  Document,  neither  party shall be
liable  to the  other  for  indemnification  under  this  Article  for an amount
exceeding $175,000.

  8.2  Indemnification by the Seller.  The Seller,  its successors,  and assigns
shall  indemnify and hold the Purchaser and its successors and assigns  harmless
in respect of any and all claims,  losses,  damages,  liabilities,  and expenses
(including,  without  limitation,  settlement costs and legal,  accounting,  and
other expenses in connection therewith)  (collectively,  the "Damages") incurred
by the Purchaser and its successors and assigns in connection  with each and all
of the following:

  (a) Any claim by any person or other  entity for any  broker's or finder's fee
or similar fee charged for commission that arises from any action, statement, or
commitment made by the Seller or its agents or affiliates;

  (b) Any  breach or other  failure  to  perform  any  covenant,  agreement,  or
obligation  of the Seller  contained in this  Agreement,  any other  Acquisition
Document  or any other  instrument,  including  all  certificates,  contemplated
hereby or thereby; and

(c) Any claim by a Private Wire Client or user of the  services  provided by the
Private  Wire  division  to a Private  Wire Client  from the  operations  of the
Private Wire division by Seller before the Closing Date.

  8.3  Indemnification  by the  Purchaser.  The Purchaser and its successors and
assigns shall  indemnify the Seller and its successors and assigns in respect of
any and all  Damages  incurred by the Seller and its  successors  and assigns in
connection with each and all of the following.

  (a) The claim by any person for any  broker's or  finder's  fee or similar fee
charged for commission that arises from any actions,  statements, or commitments
made by the Purchaser or its agents or affiliates.

  (b) The  breach or other  failure  to  perform  any  covenant,  agreement,  or
obligation of the Purchaser contained in this Agreement or any other Acquisition
Document or any other instrument, including all certificates contemplated hereby
or thereby.

(c) Any failure by Purchaser  to perform and  discharge  any of the  liabilities
associated with the Transferred Assets.

  8.4  Notice  and  Defense  of  Claim.  Whenever  any  claim  shall  arise  for
indemnification   hereunder,   the  party  entitled  to   indemnification   (the
"Indemnified  Party")  shall  provide  written  notice to the other  party  (the
"Indemnifying  Party")  within 60 (sixty) days of becoming aware of the right to


                                       14
<PAGE>

indemnification  and,  as  expeditiously  as  possible  thereafter,   the  facts
constituting  the basis for such claim. In connection with any claim giving rise
to  indemnity  hereunder,  resulting  from or arising  out of any claim or legal
proceeding by a person who is not a party to this  Agreement,  the  Indemnifying
Party,  at its sole cost and expense and upon written notice to the  Indemnified
Party, may assume the defense of any such claim or legal proceeding with counsel
reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be
entitled to participate in the defense of any such action,  with its counsel and
at its own expense. If the Indemnifying Party does not assume the defense of any
such claim or litigation  resulting  therefrom,  the Indemnified  Party may, but
shall not be  obligated  to,  defend  against such claim or  litigation  in such
manner as it may deem appropriate  including,  but not limited to, settling such
claim or litigation,  after giving notice of it to the  Indemnifying  Party,  on
such terms as the Indemnified  Party may deem appropriate and no action taken by
the  Indemnified  Party in  accordance  with such defense and  settlement  shall
relieve  the  Indemnifying  Party  of  its  indemnification  obligations  herein
provided with respect to any Damages resulting therefrom.


ARTICLE IX

TERMINATION

  9.1 Intentionally Omitted.


ARTICLE X

OTHER AGREEMENTS

  10.1  Amendment  and  Modification;  Waiver  of  Compliance.  Subject  to  the
applicable law, this Agreement may be amended,  modified,  and supplemented only
by written agreement signed by the Purchaser and the Seller.  Any failure by any
party to this Agreement to comply with any obligation,  covenant,  agreement, or
condition  contained  herein  may be  expressly  waived in  writing by the other
parties  hereto,  but such waiver or failure to insist  upon  strict  compliance
shall not operate as a waiver of, or estoppel with respect to, any subsequent or
other  failure.  Whenever this  Agreement  requires or permits  consent by or on
behalf of any party hereto,  such consent shall be given in a manner  consistent
with the  requirements  for a waiver of  compliance as set forth in this Section
10.1.

  10.2 Fees and  Expenses.  Except as  otherwise  provided  herein,  each of the
parties  hereto will pay its own fees and  expenses  (including  attorneys'  and
accountants'  fees, legal costs, and expenses)  incurred in connection with this
Agreement,   the  other  Acquisition  Documents  and  the  consummation  of  the
transactions contemplated hereby and thereby.

  10.3  Notices.  All  notices,  requests,  demands,  and  other  communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been given if  delivered  by hand,  overnight  courier,  or mailed  certified or
registered mail with postage prepaid as follows.

                                       15
<PAGE>

  (a) If to the Seller, to:

  Attention:      Vice President, Corporate Development
                  CNET Networks, Inc.
                  235 Second Street
                  San Francisco, CA 94105

                    With a copy to: General Counsel
                      Legal Department
                      CNET Networks, Inc.
                      235 Second Street
                      San Francisco, CA 94105

  (b) If to the Purchaser, to:

  Attention:      Mr. Wing Yu
                  CEO
                  FinancialContent, Inc
                  400 Oyster Point Blvd., Suite 435
                  So. San Francisco, CA 94080

  With a copy to: Dave Neville, Esq.
                  General Counsel
                  FinancialContent, Inc.
                  128 S. California Street, Suite B
                  Ventura, CA 93001

  10.4  Public  Announcements.  Neither  the  Purchaser  nor the  Seller nor the
representatives  of any of them shall make any public  announcement with respect
to  this  Agreement,  the  other  Acquisition  Documents,  or  the  transactions
contemplated  hereby or thereby  without the prior written  consent of the other
parties.

  10.5  Assignment.  This  Agreement and all of the  provisions  hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors  and  permitted  assigns,  but neither this  Agreement nor any of the
rights,  interest,  or  obligations  hereunder  shall be  assigned by any of the
parties hereto without the prior written consent of all the other parties.

  10.6 Governing Law. This Agreement and the legal relations between the parties
hereto shall be governed by, and construed in accordance  with,  the laws of the
State of  California,  without  reference  to the  conflict  of laws  principles
thereof.

                                       16
<PAGE>

  10.7  Counterparts.  This Agreement may be executed  simultaneously  in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

  10.8  Headings.  The  headings  contained in this  Agreement  are inserted for
convenience only and shall not constitute a part hereof.

  10.9 Entire Agreement.  This Agreement,  including the attachments  hereto and
other documents  referred to herein which form a part hereof,  embody the entire
agreement  and  understanding  of the  parties  hereto in respect of the subject
matter contained  herein and supersede all prior  agreements and  understandings
between the parties with respect to such subject  matter,  including,  by way of
illustration  and not by  limitation,  any term sheet  agreed to by the  parties
hereto  prior  to  the  date  hereof.  There  are  no  restrictions,   promises,
warranties,  covenants,  or undertakings other than those expressly set forth or
referred to herein.

  10.10 Definitional Provisions.  All terms defined in this Agreement shall have
such defined meanings when used in any exhibit,  schedule, or any certificate or
other document made or delivered  pursuant hereto or thereto,  unless  otherwise
defined therein.

                  {Remainder of Page Intentionally Left Blank}


                                       17
<PAGE>


SIGNATURE PAGE


IN WITNESS,  the parties hereto have caused this Asset Purchase  Agreement to be
duly executed on the day and year first above stated.

CNET Networks, Inc.

  By: /s/ Neil Ashe
      --------------------------------------------------
  Name: Neil Ashe
  Title: Senior Vice President, Strategy and Development

FinancialContent, Inc.

  By: /s/ Wing Yu
      --------------------------------------------------
  Name: Wing Yu
  Title: Chief Executive Officer




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