EXHIBIT 10.30

                            ASSET PURCHASE AGREEMENT

                                 April 11, 1997


            The  parties  to this  agreement  are  Posters  Preferred,  Inc.,  a
Connecticut corporation d/b/a Beyond the Wall ("Seller"); Dennis Roche and Brian
Gordon,  the  owners  of all of  the  outstanding  stock  of  Seller  ("Seller's
Shareholders");   and  Network  Event  Theater,  Inc.,  a  Delaware  corporation
("Buyer").

            Seller is engaged in the business of  publishing a  magazine/catalog
of advertising material,  distributing that publication to college students on a
controlled  circulation  basis,  filling  orders for large  wall  posters of the
advertising  material  contained  in  the  publication,  presenting  advertising
material on a WebSite,  and other  advertising  and  promotional  programs  (the
"Business").  The  parties  have  agreed  upon  the sale by  Seller  to Buyer of
substantially  all of the assets and business of Seller,  on the terms set forth
in this agreement.

            It is agreed as follows:

            1. Sale and Transfer of Assets.

               1.1 Assets Being Sold. Seller hereby sells, assigns and transfers
to Buyer,  and Buyer  purchases and acquires from Seller,  all of the assets and
business  of Seller  (but  excluding  the assets  referred  to in section  1.2),
including, but not limited to, the following:

                    (a) all rights under agreements,  commitments and orders, to
the extent that they remain  unperformed  or  unfulfilled  on, or by their terms
continue after, the date of this agreement,  including,  but not limited to, all
agreements,  commitments  and  orders  with  advertisers,  customers,  printers,
photographers, distributors, subcontractors, lessors, employees and suppliers;

                    (b)  all  tangible  assets,   wherever  located,   including
fixtures  and related  equipment;  inventory  and work in process;  photographs,
film, advertisements, art work, promotional materials, back issues and archives;
equipment  (including office and computer  equipment) and furniture;  and office
supplies, stationery, forms and labels;

                    (c) all computer  software and all rights in the trademarks,
trade names and logos (including registrations and applications for registration
of any of them),  together  with the good will of the business  associated  with
those  trademarks,  trade names and logos;  all rights in copyrights  (including
registrations  and applications  for  registration of any  copyrights);  and all
other intangible property and proprietary rights, including, but not limited to,
the rights to use the names of any magazines and catalogs at any time  published
by  Seller  and  the  rights  to  prepare,   reproduce  and  distribute  copies,
compilations and derivative works;

                    (d) all records,  files,  mailing lists,  advertiser  lists,
customer lists,  accounting  information and other information and data relating
to the Business;


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                    (e) all claims against third parties, including claims under
manufacturers and vendors warranties;

                    (f) all rights to the post office boxes,  telephone  numbers
and facsimile numbers used in the Business; and

                    (g)  all  cash,  investments,   accounts  receivable,  notes
receivable,  certificates of deposit, deposits, commercial paper, treasury bills
and notes,  money  market  accounts  and other  marketable  securities,  prepaid
expenses and other current assets.

            The  assets  being  sold to Buyer  pursuant  to this  agreement  are
collectively referred to below as the "Assets."

            1.2 Excluded  Assets.  The  following  assets are being  retained by
Seller and are not being sold, assigned or transferred to Buyer:

                    (a) all  rights  under any  agreement,  commitment  or order
listed on schedule  4.8(b) or as to which  consent to assignment is required but
has not been obtained;

                    (b) Seller's corporate minute books and stock book; and

                    (c) cash in the amount of $8,000.

            2. Purchase Price.

               2.1 Amount and Payment of  Consideration.  As full  consideration
for the Assets:

                    (a) upon execution of this  agreement,  Buyer is issuing and
delivering to Seller 70,000 shares of its common stock;

                    (b) not later  than  October  15 in each of the years  1998,
1999 and 2000,  Buyer  shall  issue and  deliver to Seller  6,666  shares of its
common stock,  except that Seller shall not be entitled to receive any shares in
any year unless (i) the gross profit (as defined  below) of the Business for the
fiscal year immediately  preceding the year in which the shares are to be issued
was at least  $481,000  for the fiscal  years  ended June 30,  1998 and 1999 and
$749,000  for the fiscal  year ended June 30,  2000,  and (ii) both of  Seller's
Shareholders  were employed by Buyer during the entire  fiscal year  immediately
preceding the year in which the shares are to be issued (unless such  employment
was  terminated  by death or by Buyer  other than  pursuant to section 6 or 7 of
such Seller's Shareholder's employment agreement); and

                    (c) Buyer  hereby  assumes,  and agrees to pay,  perform and
discharge (i) all of Seller's trade accounts payable and accrued expenses listed
on  schedule  2.1 and (ii) all of  Seller's  obligations  under the  agreements,
commitments and orders listed on schedule 4.8(a), to 


                                      -2-

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the extent that they remain  unperformed  or  unfulfilled  on, or by their terms
continue in effect after, the date of this agreement.

                    2.2 Provisions Regarding Buyer Shares. If there is any stock
dividend,  stock split or  combination  of shares of Buyer's  common stock,  the
number of shares to be issued under section 2.1(b) shall be proportionately  and
appropriately  adjusted.  If there is any other change in Buyer's  common stock,
including  recapitalization,  reorganization,  exchange  of shares,  offering of
subscription  rights,  or a  merger  or  consolidation  in  which  Buyer  is the
surviving corporation,  such adjustment,  if any, shall be made in the shares to
be issued  under  section  2.1(b) as Buyer's  board of  directors  may  consider
equitable,  provided  that those  shares  shall be treated  similarly to Buyer's
outstanding  shares of common  stock.  The  board's  failure to  provide  for an
adjustment  prior  to the  effective  date of the  action  shall  be  conclusive
evidence that no adjustment is required. If Buyer is merged into or consolidated
with any other entity, or if it transfers all or substantially all of its assets
to any other entity,  at Buyer's election either (i) Buyer shall cause provision
to be made for the  continuance  of Seller's right to receive Buyer shares after
that event,  or for the  substitution  of that right of a right  (subject to the
same conditions)  covering the number and class of securities  Seller would have
been  entitled  to receive in the  merger or  consolidation  or upon the sale if
Seller  had been the  holder of record of a number of shares of  Buyer's  common
stock  equal to the number of shares  Seller  would then be  eligible to receive
under section 2.1(b), or (ii) Buyer shall issue to Seller prior to the effective
date of the merger,  consolidation or sale the total number of shares of Buyer's
common  stock  Seller would then be eligible to receive  under  section  2.1(b).
Buyer  may  engage  a  firm  of  independent  certified  public  accountants  of
recognized  standing,  which  may be  Buyer's  regular  auditors,  to  make  any
computation  required  under this  section  2.2 and a  certificate  of that firm
showing the required adjustment shall be conclusive and binding on the parties.

                    2.3  Limitation  on  Assumption  of  Liabilities.  Except as
specifically provided in section 2.1(c), Buyer has not assumed and shall have no
responsibility  for  any  liabilities  or  obligations  of  Seller  or  Seller's
Shareholders relating to the operations of the Business,  or otherwise,  through
the date of this agreement, and Seller shall pay, perform and discharge all such
liabilities and obligations.

                    2.4  Definitions.  As used in this  agreement,  (a) the term
"gross profit" means net revenues less all manufacturing and distribution costs,
including,  but not  limited  to,  printing of  catalogs,  inserts and  posters;
catalog design costs such as layout, copy-writing,  and photography;  World Wide
Web home  page and  screen  saver  design  and  maintenance  costs;  advertising
insertion costs;  other  distribution costs such as the purchase of "good stuff"
packages;  packing and shipping costs;  poster fulfillment costs such as payment
for fulfillment services;  credit card transaction fees; promotion expenses; and
research  costs;  and (b) the term "net revenue" means gross revenue less agency
commissions,  discounts,  allowances  and  accounts  receivable  that are deemed
uncollectible.

                    2.5  Determination  of Gross  Profit.  Buyer shall cause its
chief  financial  officer  to  prepare  and  deliver  to Seller  not later  than
September 30 in each of the years 1998,  1999 and 2000 a  determination  setting
forth in reasonable  detail the gross profit of the Business for the immediately
preceding fiscal year. Seller shall have the right to dispute that determination
by

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notice given to Buyer within 15 days after the determination is given to Seller.
Buyer  shall  provide  Seller  with  reasonable  access to its books and records
relating to the Business to assess  Buyer's  determination.  If Seller  disputes
Buyer's determination, the parties shall confer with regard to the matter and an
appropriate  adjustment shall be made as agreed upon by the parties (or, if they
are unable to resolve  the matter  within 15 days  after  delivery  of  Seller's
dispute  notice,  a firm of  independent  certified  public  accountants,  whose
decision  on the matter  shall be binding and whose fees and  expenses  shall be
borne 50% by Buyer and 50% by Seller,  shall be designated by agreement  between
them;  if they  fail to  agree  on the  firm to  decide  the  matter  within  an
additional 10 days,  the  accountants  shall be selected by the president of the
American Institute of Certified Public Accountants).

                    2.6  Additional  Consideration.  If on  each  of  the  first
anniversary of the date of this agreement and the first anniversary of each date
on which shares are issued to Seller under  section  2.1(b) the closing price of
Buyer's common stock on the trading day immediately  preceding that  anniversary
date is less than  $5.00 per  share,  Buyer  shall pay to Seller  within 30 days
after that anniversary date a cash amount equal to the product of (a) the number
of shares issued on the date one year prior to that anniversary date and (b) the
difference  between the closing price on the trading day  immediately  preceding
that  anniversary date and $5.00. If Buyer defaults in making any payments under
this  section  2.6, and that default is not cured within 30 days after notice of
the  default  is given  to  Buyer  by  Seller,  Seller  shall  have  the  right,
exercisable by notice given to Buyer within 30 days after the expiration of that
cure period,  to purchase from Buyer all of the assets relating to the Business,
subject to all of the liabilities of the Business, for a purchase price equal to
(x) any shares of Buyer common stock issued to Seller and Seller's  Shareholders
under  section  2.1 and then  held by them,  plus (y) the  total  amount  of any
proceeds  received by Seller and Seller's  Shareholders  from the sale of shares
issued to them under section 2.1, plus (z) the total amount of any payments made
to Seller under this section 2.6. The closing of a purchase by Seller under this
section 2.6 shall be held on a date and at a place  designated by Buyer,  but in
no event later than 90 days after the date Seller's notice of exercise is given.
At the  closing,  Seller  shall  pay to Buyer  the full  purchase  price by wire
transfer of federal  funds,  Seller and  Seller's  Shareholders  shall return to
Buyer any shares of Buyer common stock issued to them under section 2.1 and then
held by them, Buyer shall assign and transfer to Seller all of the assets of the
Business, and Seller shall assume all of the liabilities of the Business.

                    2.7  Liquidation  of Seller.  Upon  receipt  of notice  from
Seller's Shareholders that Seller has been dissolved and liquidated, Buyer shall
reissue any shares previously issued to Seller, and shall issue any shares which
Seller thereafter becomes entitled to receive,  to Seller's  Shareholders in the
following proportions: 40% to Dennis Roche and 60% to Brian Gordon.


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            3. Closing.

               The  closing  of the sale and  purchase  of the  Assets is taking
place  simultaneously  with the  execution  of this  agreement at the offices of
Proskauer Rose Goetz & Mendelsohn LLP, 1585 Broadway,  New York, New York 10036.
At the closing,  the parties are executing and delivering the documents referred
to in section 7.

            4.   Representations   and   Warranties   by  Seller  and   Seller's
Shareholders.

               Seller and Seller's  Shareholders jointly and severally represent
and warrant to Buyer as follows:

               4.1 Seller's Organization and Authority.  Seller is a corporation
duly organized, validly existing and in good standing under the law of the State
of Connecticut  and has the full corporate power and authority to enter into and
to perform this agreement and to carry on its business as it is presently  being
conducted.  Seller  is  duly  qualified  and  in  good  standing  as  a  foreign
corporation in all  jurisdictions in which the property owned or leased by it or
the nature of the activities  conducted by it requires  qualification.  Schedule
4.1  contains a complete  list of the  stockholders  of Seller and the number of
shares  owned by each of them.  Seller  does not own an  interest  in any  other
entity.

               4.2  Authorization  of  Agreement.  The  execution,  delivery and
performance  of this  agreement  by  Seller  have been  duly  authorized  by all
necessary corporate action of Seller. Each of Seller's Shareholders has the full
right  to enter  into and  perform  his  obligations  under  this  agreement  in
accordance  with its terms.  This  agreement  constitutes  the valid and binding
obligation  of  Seller  and each of  Seller's  Shareholders  and is  enforceable
against each of them in accordance with its terms,  except as enforceability may
be limited  by  bankruptcy,  insolvency  or other  similar  laws  affecting  the
enforcement of creditors' rights in general and subject to general principles of
equity (regardless of whether such  enforceability is considered in a proceeding
in equity or at law).

               4.3  Consents  of Third  Parties.  The  execution,  delivery  and
performance  of this  agreement by Seller and Seller's  Shareholders  do not and
will not (i) conflict with the certificate of incorporation or by-laws of Seller
or conflict  with,  or result in the breach or  termination  of, or constitute a
default  under,  or increase or  accelerate  any  obligation  under,  any lease,
agreement,  commitment,  order or other  instrument,  or any order,  judgment or
decree,  to which  Seller or either of  Seller's  Shareholders  is a party or by
which  Seller or either of Seller's  Shareholders  is bound;  (ii)  constitute a
violation by Seller or either of Seller's  Shareholders of any law or regulation
applicable to any of them;  or (iii) result in the creation of any lien,  claim,
charge or encumbrance ("Liens") upon any of the Assets. No consent,  approval or
authorization  of, or designation,  declaration or filing with, any governmental
authority  is required on the part of Seller or either of Seller's  Shareholders
in connection with the execution, delivery and performance of this agreement.

               4.4 Title to Assets.  Seller has, and upon execution and delivery
of this agreement Buyer is acquiring, valid title to all of the Assets, free and
clear of any Lien, except


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for the lien,  if any,  of  current  taxes not yet due and  payable.  The Assets
include all of the assets  reflected on the April 8, 1997 balance sheet referred
to in section 4.6,  except assets sold in the ordinary  course of business.  The
Assets constitute all of the assets,  tangible and intangible,  necessary for or
used in the  Business  and will be  sufficient  to enable  Buyer to  continue to
operate all aspects of the Business in the manner in which it has been  operated
by Seller. The Business is not using any assets, tangible or intangible,  of any
of Seller's Shareholders.

            4.5 Tangible Assets; Real Property.

               (a) Schedule  4.5(a)  contains a complete  list of all  equipment
(including  computers  and office  equipment),  furniture  vehicles,  inventory,
work-in-process,  and other tangible  assets owned by Seller that had a cost for
any individual  item of more than $1,000.  All of the tangible  assets of Seller
are in good operating condition and in good condition of maintenance and repair,
subject to normal wear and tear,  are  suitable for  continued  operation of the
Business, and conform to all applicable laws, ordinances, rules and regulations.

               (b) The only real  property  lease to which  Seller is a party is
with respect to its office space at 303 Linwood Avenue, Fairfield,  Connecticut.
Seller has the right to terminate  that lease on thirty days notice  without any
further  obligation  or  liability  to the lessor.  Seller does not own any real
property.

            4.6 Financial  Statements.  Schedule 4.6 contains the balance sheets
of Seller as of December  31, 1996 and April 8, 1997,  together  with profit and
loss  statements  for the year and quarter  then  ended.  Except as set forth in
Schedule  4.6, all of the  financial  statements  contained in schedule 4.6 have
been  prepared in  accordance  with  generally  accepted  accounting  principles
applied on a  consistent  basis and fairly  present the  financial  position and
results of operations of Seller as of and for the year ended  December 31, 1996.
All such  financial  statements  have been prepared in accordance  with Seller's
books and records and show all income and expenses  attributable to the Business
during the period  covered.  All of  Seller's  books of account  relating to the
Business  have been  exhibited or made  available  to Buyer,  and those books of
account  accurately  record all  transactions  of Seller  during the  respective
periods covered by them.  Except to the extent  reflected or reserved for in the
balance  sheet of Seller  as of April 8,  1997 or in the  notes to that  balance
sheet, as of the date of that balance sheet Seller did not have any liability or
obligation  of any kind,  whether  accrued,  absolute,  contingent or otherwise,
other than liabilities and obligations under orders, commitments, agreements and
leases  entered into in the ordinary  course of business  (which,  to the extent
required by section 4.8, are listed on schedule 4.8).  The accounts  payable and
accrued  expenses set forth on schedule 2.1 were incurred in the ordinary course
of the Business.  All of the accounts receivable  reflected in the balance sheet
as of April 8, 1997 arose from bona fide  transactions in the ordinary course of
business and none of them is or will be subject to any defense,  counterclaim or
setoff.

            4.7 Absence of Certain  Changes.  Since January 1, 1996,  Seller has
operated the Business in the ordinary course and consistent with past practices,
and, except as set forth on schedule 4.7:


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               (a) Seller has not entered into any  transaction  or incurred any
liability  or  obligation  that was unusual in nature or amount,  or was entered
into or incurred other than in the ordinary course of business;

               (b) there has not been any  material  adverse  change in Seller's
condition (financial or otherwise), business, operations, prospects or assets;

               (c) Seller has not sold or  transferred  any assets other than in
the ordinary course of business;

               (d)  Seller  has not  granted  or  agreed  to grant  any  general
increase in any rate or rates of salaries or  compensation  to its  employees or
agents or any specific increase in the salary or compensation to any employee or
agent whose total  salary or  compensation  after such  increase  would be at an
annual rate in excess of $20,000; and

               (e)  Seller  has  not  paid  any  dividends  or  made  any  other
distributions  on, or acquired,  any shares of its capital stock, or directly or
indirectly  made any other  payments of any kind to any of its  stockholders  or
affiliates.

            4.8 Lists of  Agreements,  etc.  Schedule  4.8  contains  a true and
complete list of all orders,  commitments  and  agreements  (written or oral) to
which Seller is a party, including, but not limited to, orders,  commitments and
agreements  with  advertisers  and  customers,  agreements  for the  purchase of
materials,  supplies,  equipment  or  services,  leases (as  lessee or  lessor),
license  agreements (as licensee or licensor),  and  employment,  consulting and
independent contractor  agreements.  True and complete copies of the agreements,
commitments and leases referred to on schedule 4.8 have been delivered to Buyer.

            4.9 Status of Agreements.  All of Seller's  agreements,  commitments
and orders were  entered into in the  ordinary  course of business.  Each of the
agreements,  commitments  and orders  referred to in section 4.8 is presently in
full force and effect in accordance with its terms and Seller is not in default,
and, to the best of the knowledge of Seller and Seller's Shareholders,  no other
party is in default under any of the  provisions of any of those  agreements and
no condition exists that, with notice or lapse of time or both, would constitute
a default by Seller  or, to the best of the  knowledge  of Seller  and  Seller's
Shareholders,  any  other  party  to  any  of  those  agreements.  Each  of  the
agreements,  commitments  or  orders  referred  to in  section  4.8 is valid and
binding upon and  enforceable  against each of the parties thereto in accordance
with  its  terms,  except  as  enforceability  may  be  limited  by  bankruptcy,
insolvency or other similar laws affecting the enforcement of creditors'  rights
in general. No party to any of the agreements, commitments or orders referred to
in section 4.8 has made,  asserted or has any  defense,  setoff or  counterclaim
under any of those agreements, commitments or orders or has exercised any option
granted to it to cancel or terminate its  agreement,  to shorten the term of its
agreement,  or to renew or extend the term of its  agreement  and Seller has not
received any notice to that effect.

               4.10 Employees. No employee of Seller is represented by any union
or other collective  bargaining agent and there are no collective  bargaining or
other labor agreements with respect to those employees. Schedule 4.10 contains a
true and complete list of the names,


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positions,  hire dates and annual or hourly  compensation  of all  employees  of
Seller and a  description  of vacation  policies,  sick leave  policies,  bonus,
incentive  compensation  and  group  insurance  plans for the  benefit  of those
employees.  Except  as set  forth on  schedule  4.10,  Seller  does not have any
severance policy and no employee of Seller is entitled to any severance payment,
either by law or by agreement,  upon the  termination of his or her  employment.
The sale of the Assets  pursuant to this agreement will not (a) give rise to any
liability  of  Seller  or Buyer  for  severance  pay or  termination  pay to any
employee of Seller who is  employed  after this date by Buyer or (b) trigger any
extraordinary payments of any kind to any employee of Seller.

               4.11  Litigation;  Compliance  with Laws.  Except as set forth on
schedule  4.11,  there  is no  claim,  litigation,  proceeding  or  governmental
investigation  pending or, to the best of the  knowledge  of Seller and Seller's
Shareholders,  threatened,  or any  order,  injunction  or  decree  outstanding,
against or relating to Seller, the Business or any of the Assets. Neither Seller
nor any of  Seller's  Shareholders  knows of any  reasonable  basis  for  future
claims, litigations,  proceedings or investigations against Seller, the Business
or  any  of  the  Assets.  Seller  is not  in  material  violation  of any  law,
regulation,  ordinance  or any other  requirement  of any  governmental  body or
court,  and no notice  has been  received  by Seller or any of its  officers  or
directors alleging any such violation. Seller is not engaged in any dispute with
any  of  its  advertisers,   customers,  suppliers  or  printers  and  has  good
relationships with all of them.

               4.12 Intangible Property.  Schedule 4.12 contains a complete list
of the  trademarks,  trade names,  copyrights  and logos used by Seller.  Seller
owns,  free  and  clear  of any  Lien,  each  of the  trademarks,  trade  names,
copyrights and logos (including  registrations and applications for registration
of any of  them)  listed  on  schedule  4.12,  and  they  constitute  all of the
trademarks,  copyrights,  trade  names and  logos  necessary  for the  continued
operation of the Business in a manner  consistent  with past  practices.  To the
best of the  knowledge  of  Seller  and  Seller's  Shareholders,  Seller  is not
infringing  upon any  trademark,  trade name,  copyright  or other rights of any
third party;  no proceedings  are pending or  threatened;  and no claim has been
received by Seller alleging any such violation.  To the best of the knowledge of
Seller and Seller's  Shareholders,  there is no violation by others of any right
of Seller with respect to any trademark, trade name or copyright.

               4.13 Software and  Databases.  Seller owns or possesses  adequate
licenses or other rights to use all computer  software used by it. Schedule 4.13
contains a list of all such software.  Any license of Seller to use any software
is valid and does not infringe on the property rights of any third party. Seller
has not granted to any person or entity any interest,  as licensee or otherwise,
in any of its  owned  software  or  databases  or in any of its  mailing  lists,
advertiser  lists or  customer  lists.  Seller  has the  right to  transfer  all
computer software, databases and lists used by it to Buyer without violating any
agreement to which Seller is a party or any rights of any third party.

               4.14 Insurance.  Schedule 4.14 contains a complete list of all of
Seller's insurance  policies,  specifying with respect to each policy the policy
limit,  type of coverage,  location of the  property  covered,  annual  premium,
premium payment date and expiration date. True and complete copies of all of the
policies have been delivered to Buyer.


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<PAGE>

               4.15 Labor  Matters.  Except as set forth on schedule  4.15,  (a)
Seller is in compliance  with all  applicable  laws  respecting  employment  and
employment practices,  terms and conditions of employment,  and wages and hours,
and is not engaged in any unfair  labor  practice;  (b) there is no unfair labor
practice  charge or complaint  against  Seller pending before the National Labor
Relations  Board,  any state labor relations board or any court or tribunal and,
to the best of the knowledge of Seller and Seller's Shareholders, none is or has
been  threatened;   (c)  there  is  no  labor  strike,   dispute,   request  for
representation,  slowdown  or stoppage  actually  pending  against or  affecting
Seller and, to the best of the  knowledge of Seller and  Seller's  Shareholders,
none is or has been threatened; and (d) no grievance which might have an adverse
effect on the conduct of the Business or any arbitration  proceeding arising out
of or under any collective  bargaining  agreement is pending and, to the best of
the  knowledge  of  Seller  and  Seller's  Shareholders,  none  is or  has  been
threatened.

               4.16 Environmental Matters.

                    (a) Seller and all of the  property  leased by Seller are in
compliance  with all federal,  state and local laws relating to  pollution,  the
protection of human health or the  environment,  including,  but not limited to,
laws  relating to  emissions,  discharges,  releases or  threatened  releases of
chemicals,  pollutants,  contaminants,  wastes, toxic substances,  petroleum and
petroleum  products  (collectively,  "Materials of Environmental  Concern"),  or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Materials of Environmental Concern.

                    (b)  There  are no  past  or  present  actions,  activities,
circumstances,  conditions, events or incidents,  including, but not limited to,
the release,  emission,  discharge or disposal of any Material of  Environmental
Concern, that could form the basis of any claim against, or violation by, Seller
(or, after the closing, Buyer).

               4.17 ERISA. Except as set forth on schedule 4.17, Seller is not a
party to or bound by or liable  with  respect to any  "employee  benefit  plan",
within the meaning of section 3(3) of the Employee  Retirement  Income  Security
Act of 1974.

               4.18  Taxes.  Seller has filed all  federal,  state and other tax
returns required by law to be filed by it and has paid, or made provision in its
financial  statements  referred  to in  section  4.6 for  payment  of, all taxes
accrued through the date of the financial statements referred to in section 4.6.
There are no claims  pending or  threatened  against  Seller for past due taxes.
There are no  outstanding  waivers or  agreements by Seller for the extension of
the time for the assessment of any tax. The federal income tax returns of Seller
have  not  been  audited  by the  Internal  Revenue  Service  or any  other  tax
administration  agency.  Seller does not have any tax liability of any kind that
could result in any Lien on any of the Assets.

               4.19  Transactions  with  Affiliates.  Except  as  set  forth  on
schedule  4.19,  (a)  Seller  is not,  and since  January  1, 1996 has not been,
engaged in any transaction  with any officer,  director or shareholder of Seller
or any entity in which any of them has an interest, and (b) no officer, director
or  shareholder  of Seller (or any entity in which any of them has an  interest)
holds any assets used in or relating to the Business.


                                       -9-

<PAGE>

               4.20 Business Relationships. Except as set forth in the schedules
to this agreement,  since January 1, 1996 Seller has enjoyed good  relationships
with all of suppliers of goods or services to the Business,  each of the schools
with  which  it has  business  relationships,  and all of its  advertisers,  and
neither Seller nor either of Seller's Shareholders knows of any intention on the
part of any such  vendor,  school or  advertiser  to  substantially  change  its
relationship  with Seller and none of them has any reason to believe  that those
relationships  will not continue after  consummation of Buyer's  purchase of the
Business.

               4.21 No  Misrepresentation.  No  representation  or  warranty  by
Seller or Seller's  Shareholders in this agreement  (including the schedules and
exhibits to this agreement)  contains any untrue statement of a material fact or
omits to state a material  fact  necessary to make the  statements  contained in
this  agreement  (including  the schedules and exhibits to this  agreement)  not
misleading.

               4.22 Representation by Counsel.  Seller and Seller's Shareholders
have been  represented  by  counsel in  connection  with this  agreement,  their
employment  agreements and the  transactions  contemplated by this agreement and
their employment agreements.

            5.  Representations  and Warranties by Buyer.  Buyer  represents and
warrants to Seller and Seller's Shareholders as follows:

               5.1 Organization.  Buyer is a corporation duly organized, validly
existing and in good standing under the law of the State of Delaware and has the
full corporate power to enter into and to perform this agreement.

               5.2  Authorization  of  Agreement.  The  execution,  delivery and
performance  of this  agreement  by  Buyer  have  been  duly  authorized  by all
requisite  action of Buyer.  This  agreement  constitutes  the valid and binding
obligation of Buyer,  enforceable  against  Buyer in accordance  with its terms,
except as  enforceability  may be limited  by  bankruptcy,  insolvency  or other
similar laws  affecting  the  enforcement  of  creditors'  rights in general and
subject  to  general   principles   of  equity   (regardless   of  whether  such
enforceability is considered in a proceeding in equity or at law).

               5.3  Consents  of Third  Parties.  The  execution,  delivery  and
performance  of  this  agreement  by  Buyer  will  not  (i)  conflict  with  its
certificate of  incorporation  or by-laws and will not conflict with,  result in
the  breach  or  termination  of, or  constitute  a default  under,  any  lease,
agreement,  commitment or other instrument,  or any order, judgment or decree to
which it is a party by which it is bound,  or (ii)  constitute a violation by it
of any law or regulation applicable to it. No consent, approval or authorization
of, or designation,  declaration or filing with, any  governmental  authority is
required on the part of Buyer in  connection  with the  execution,  delivery and
performance of this agreement.

                    5.4 Validity of Issuance.  The shares of Buyer common stock,
when issued to Seller under  sections  2.1(a) and (b), will be duly  authorized,
validly issued, fully paid and non-assessable.


                                      -10-

<PAGE>

               5.5 No Misrepresentation.  No representation or warranty by Buyer
in this  agreement  (including  the  schedules  and exhibits to this  agreement)
contains any untrue  statement  of a material  fact or omits to state a material
fact necessary to make the statements contained in this agreement (including the
schedules and exhibits to this agreement) not misleading.

            6. Further Agreements of the Parties.

               6.1 Employment  Agreements.  Contemporaneously with the execution
of this agreement, Seller's Shareholders are entering into employment agreements
with Buyer in the forms of exhibit 6.1(a) and (b), respectively.

               6.2  Change  in  Name.  Within  ten days  after  the date of this
agreement,  Seller  shall  change its name to a name that does not  include  the
words "Posters", "Beyond" or "Wall".

               6.3 Assignment of Agreements.  Nothing in this agreement shall be
construed as an attempt to assign any agreement or other  instrument that by its
terms is nonassignable without the consent of the other party.

               6.4 Covenants Against Competition, Solicitation and Disclosure.

                    (a) To accord to Buyer the full value of its purchase, for a
period of five years after the date of this agreement  neither Seller nor either
of Seller's Shareholders shall, directly or indirectly,  engage or be interested
in (as owner, shareholder, partner, member, manager, lender, agent or otherwise)
any  business or entity that  engages,  anywhere in the world,  in any  business
directly competitive with the Business.

                         (b) For a period of five  years  after the date of this
agreement, neither Seller nor either of Seller's Shareholders shall, directly or
indirectly, employ or solicit for employment or consulting, on its own behalf or
on behalf of any other person or entity, or otherwise  encourage the resignation
of, any employee of the Business.

                         (c) Neither  Seller nor either of Seller's  Shareholder
shall at any time hereafter  disclose to anyone,  or use in competition with the
Business,  any information  with respect to any confidential or secret aspect of
the Business.

                         (d)   Seller   and   each  of   Seller's   Shareholders
acknowledges that the remedy at law for breach of the provisions of this section
6.4 will be inadequate and that, in addition to any other remedy Buyer may have,
it shall be  entitled  to an  injunction  restraining  any breach or  threatened
breach,  without  any bond or other  security  being  required  and  without the
necessity of showing actual damages. If any court construes the covenant in this
section 6.4, or any part thereof, to be unenforceable in any respect,  the court
may reduce the duration or area to the extent necessary so that the provision is
enforceable, and the provision, as reduced, shall then be enforceable.


                                      -11-

<PAGE>

                         (e) To the extent any  provision of this section 6.4 is
inconsistent  with any  provision of the  employment  agreements  referred to in
section 6.1, the provision of the employment agreement shall control.

               6.5  Expenses.  Except as expressly  provided in this  agreement,
each  party  shall  bear  its own  expenses  incurred  in  connection  with  the
negotiation  and  preparation  of this  agreement  and in  connection  with  the
transactions contemplated by this agreement.
          
               6.6 Sales Taxes.  Seller shall pay any state or local sales taxes
payable in connection with the sale of Assets.

               6.7 Bulk Sales.  The parties waive compliance with the provisions
of any applicable bulk sales law. Seller and Seller's  Shareholders  jointly and
severally  shall  indemnify and hold Buyer  harmless  from any loss,  liability,
damage,  cost or expense  (including  reasonable  attorney's  fees and expenses)
incurred by Buyer as a result of any liability to which Buyer may become subject
because the  transactions  contemplated  by this  agreement  are being  effected
without  compliance  with the  bulk  sales  law or any  similar  statute  in any
jurisdiction.

               6.8 Securities Act Matters.

                    (a) Seller and  Seller's  Shareholders  recognize  that each
issuance  of shares of Buyer  common  stock under  sections  2.1(a) and (b) (the
"Shares") is intended to be exempt from registration under the Securities Act of
1933,  as amended  (the  "Securities  Act"),  by virtue of  section  4(2) of the
Securities  Act and, in that  connection,  jointly and  severally  represent and
warrant  to Buyer that (i) each of them is  acquiring  the Shares for its or his
own account,  for investment  purposes only and not with a view to the resale or
distribution  of the  Shares,  in  whole  or in  part,  and  (ii)  each  of them
understands  that  sales  or  transfers  of the  Shares  are  restricted  by the
Securities Act and by certain state securities laws and recognizes that a legend
referencing that restriction will be placed on the certificates representing the
Shares.

                    (b) Neither Seller nor either of Seller's Shareholders shall
sell or otherwise transfer the Shares without  registration under the Securities
Act and applicable state securities laws or an exemption  therefrom.  Seller and
Seller's  Shareholders  confirm  that  they  understand  that  Buyer is under no
obligation to register the Shares on their behalf or to assist them in complying
with any exemption from registration.

            6.9 Post-Closing Payments; Further Assurances.

                    (a) Seller and Seller's  Shareholders  shall, as promptly as
practical, forward to Buyer any amount received by any of them to which Buyer is
entitled  under this  agreement  and shall refer to Buyer any  telephone  calls,
letters and other communications that they may receive relating to the Business.

                    (b) At any time and from time to time after the date of this
agreement each party shall, without further  consideration,  execute and deliver
to the other such other  instruments  of transfer and  assumption and shall take
such other action as the other may


                                      -12-

<PAGE>

reasonably  request  to carry out the  transfer  of  assets  and  assumption  of
liabilities contemplated by this agreement.

            7. Documents Being Delivered at Closing.

               7.1   Documents   Being   Delivered   by  Seller   and   Seller's
Shareholders. At the closing, Seller and Seller's Shareholders are delivering to
Buyer the following:

                    (a) such bills of sale,  assignments or other instruments of
transfer and  assignment as Buyer may have  requested to confirm the transfer of
title to the Assets to Buyer; and

                    (b) a copy of  resolutions of the board of directors and the
shareholders of Seller  authorizing  the execution,  delivery and performance of
this  agreement  by Seller,  and a  certificate  of its  secretary  or assistant
secretary,  dated this date, that such  resolutions were duly adopted and are in
full force and effect.

               7.2 Documents Being Delivered by Buyer. At the closing,  Buyer is
delivering to Seller the following:
          
                    (a)  certificates  representing  the shares of Buyer  common
stock referred to in section 2.1(a);

                    (b) such instruments as Seller may have requested to confirm
the assumption by Buyer of the  obligations  assumed by it under section 2.1(c);
and

                    (c) a copy of resolutions of the board of directors of Buyer
authorizing the execution, delivery and performance of this agreement by it, and
a certificate  of its secretary or assistant  secretary,  dated this date,  that
such resolutions were duly adopted and are in full force and effect.

            8. Survival of Representations and Warranties; Indemnification.

               8.1 Survival.  All representations,  warranties and agreements by
Seller and Seller's  Shareholders shall survive the closing  notwithstanding any
investigation  at any time by or on behalf of Buyer, and shall not be considered
waived  by  Buyer's  consummation  of  the  transactions  contemplated  by  this
agreement  with  knowledge  of any  breach  of  misrepresentation  by  Seller or
Seller's Shareholders.  All representations,  warranties and agreements by Buyer
shall survive the closing notwithstanding any investigation at any time by or on
behalf of Seller, and shall not be considered waived by Seller's consummation of
the transactions  contemplated by this agreement with knowledge of any breach by
Buyer.

               8.2 Indemnification.

                    (a) Seller and Seller's  Shareholders  jointly and severally
shall indemnify and hold harmless Buyer against all loss,  liability,  damage or
expense (including reasonable fees and expenses of counsel,  whether involving a
third party or between the parties to this agreement) 


                                      -13-

<PAGE>

Buyer may suffer,  sustain or become subject to as a result of (i) any breach of
any  warranty,  covenant or other  agreement of Seller or Seller's  Shareholders
contained  in this  agreement,  or any  misrepresentation  by Seller or Seller's
Shareholders,  or any claim by a third party which, without regard to the merits
of the claim, would constitute such a breach or misrepresentation, (ii) Seller's
failure  to pay,  perform or  discharge  when due any of  Seller's  obligations,
liabilities,  agreements or commitments not expressly  assumed by Buyer pursuant
to this agreement,  (iii) any other  liability or obligation  arising out of the
operations  of the  Business on or prior to the date of this  agreement  and not
expressly  assumed by Buyer pursuant to this  agreement,  or (iv) the failure to
comply with any bulk sales law applicable to the sale of the Assets.

                    (b) In addition to any other  rights and  remedies  they may
have,  Buyer may  reduce  the  number of shares of common  stock to be issued to
Seller under section 2.1(b) (at a valuation of $5.00 per share) to the extent of
any amount  payable to Buyer  pursuant to section  8.2(a),  but no such  set-off
shall  constitute an accord and  satisfaction or otherwise  modify the rights or
obligations  of  Seller  and  Seller's  Shareholders  under  this  agreement  or
constitute a breach by Buyer of its obligations  under this  agreement.  Without
limiting  the  generality  of  the  preceding  sentence,   Seller  and  Seller's
Shareholders  acknowledge and agree that Buyer's exercise of its rights pursuant
to the preceding  sentence shall not limit Buyer's rights to recover any amounts
owed to them that exceed the amount  obtained  by  exercise of those  rights and
such  exercise  shall  not be in  substitution  of or in any way  limit  Buyer's
exercise  of its other  rights  and  remedies  under this  agreement,  any other
agreement or applicable law.

                    (c) Buyer shall  indemnify and hold harmless  Seller against
all loss,  liability,  damage or expense (including reasonable fees and expenses
of  counsel,  whether  involving  a third  party or between  the parties to this
agreement)  Seller may suffer,  sustain or become  subject to as a result of (i)
any breach of any warranty,  covenant or other  agreement of Buyer  contained in
this agreement, or any misrepresentation by Buyer, or any claim by a third party
which, without regard to the merits of the claim, would constitute such a breach
or misrepresentation, (ii) Buyer's failure to pay, perform or discharge when due
any of Seller's  agreements,  commitments or orders  expressly  assumed by Buyer
pursuant to this agreement,  or (iii) any liability or obligation arising out of
the operations of the Business after the date of this agreement.

               8.3  Notices of  Claims.  None of the  parties to this  agreement
shall be liable for misrepresentation or breach of warranty except to the extent
that  notice of a claim is asserted  by another  party in writing and  delivered
within   two  years   after   the  date  of  this   agreement,   except   for  a
misrepresentation  or breach of warranty in section 4.4, 4.16 or 4.18, for which
there shall be no time limitation.

               8.4 Defense of Claims.  The  obligations  and  liabilities of the
parties  under this  agreement  with  respect to, as a result of, or relating to
claims of third parties ("Third Party Claims") shall be subject to the following
terms and conditions:

                    (a)  The  party  or  parties   entitled  to  be  indemnified
hereunder (the "Indemnified Party") shall give the party or parties obligated to
provide the  indemnity  (the  "Indemnifying  Party")  prompt notice of any Third
Party Claim;  the failure to give such notice shall not affect the  liability of
the Indemnifying  Party under this agreement  unless the failure  materially and


                                      -14-

<PAGE>

adversely  affects  the  ability of the  Indemnifying  Party to defend the Third
Party Claim.  If the  Indemnifying  Party promptly  acknowledges  in writing its
obligation  to indemnify in  accordance  with the terms of this  agreement,  the
Indemnifying  Party shall have a  reasonable  time to assume the defense of that
claim at its expense and with counsel of its  choosing,  which  counsel shall be
reasonably  satisfactory  to the Indemnified  Party.  Any such notice of a Third
Party Claim shall identify,  to the extent known to the Indemnified  Party,  the
basis for the Third Party Claim, the facts giving rise to the Third Party Claim,
and the  amount of the Third  Party  Claim.  The  Indemnified  Party  shall make
available to the Indemnifying Party copies of all relevant documents and records
in its possession.

                    (b) If the  Indemnifying  Party,  within a  reasonable  time
after  notice  of such  Third  Party  Claim,  fails to  assume  the  defense  in
accordance with section 8.4(a), the Indemnified Party shall (upon further notice
to the Indemnifying  Party) have the right to undertake the defense,  compromise
or  settlement  of the Third Party Claim,  at the expense and for the account of
the Indemnifying Party.

                         (c)  Anything  in  this  section  8.4 to  the  contrary
notwithstanding,  (i) the  Indemnifying  Party  shall not,  without  the written
consent of the Indemnified Party,  settle or compromise any Third Party Claim or
consent to the entry of judgment which does not include as an unconditional term
thereof the giving by the claimant or the plaintiff to the Indemnified  Party of
an unconditional release from all liability in respect of the Third Party Claim;
(ii) if  there is a  reasonable  probability  that a claim  may  materially  and
adversely  affect the Indemnified  Party other than as a result of money damages
or other money payments,  the Indemnified Party shall have the right, at its own
cost and expense,  to join in defending or  compromising  the Third Party Claim;
and (iii) if the Indemnifying  Party is Seller and/or Seller's  Shareholders and
if Buyer determines in its sole discretion that the  Indemnifying  Party may not
have  adequate  resources to properly  defend the claim or indemnify  Buyer with
respect to the  claim.  Buyer only need  afford the  Indemnifying  Party and its
counsel,  at the Indemnifying  Party's sole expense,  the opportunity to join in
defending or compromising the claim.

            9. Miscellaneous.

               9.1 Finders. The parties represent and warrant that they have not
employed or utilized  the  services of any broker or finder in  connection  with
this agreement or the transactions contemplated by it.

               9.2  Entire   Agreement.   This  agreement   (together  with  the
employment agreements referred to in section 6.1) contains,  and is intended as,
a complete  statement of all of the terms of the arrangements  among the parties
with respect to the matters provided for, supersedes any previous agreements and
understandings  among the parties with respect to those  matters,  and cannot be
changed or terminated orally.

               9.3  Governing  Law.  This  agreement  shall be  governed  by and
construed  in  accordance  with the law of the State of New York  applicable  to
agreements made and to be performed entirely in New York.

               9.4  Headings.  The section  headings of this  agreement  are for
reference  purposes  only and are to be given no effect in the  construction  or
interpretation of this agreement.


                                      -15-

<PAGE>

               9.5  Notices.  All  notices and other  communications  under this
agreement  shall  be in  writing  and  shall  be  deemed  given  when  delivered
personally,  one day after being sent by  recognized  overnight  courier or four
days after being mailed by registered  mail,  return receipt  requested,  to the
parties at the  following  addresses  (or to such  other  address as a party may
specify by notice given to the other pursuant to this provision):

                    (a)  If to Seller or Seller's Shareholders, addressed to any
                         or all of them at:

                         c/o Dennis Roche                        
                         Beyond The Wall                         
                         303 Linwood Avenue                      
                         Fairfield, Connecticut 06430            
                         

                    (b) If to Buyer, addressed to it at:

                        Network Event Theater, Inc.               
                        149 Fifth Avenue                          
                        New York, N.Y. 10010                      
                        Attention: Don Leeds, President           
                        
               with a copy to:

                        Bertram A. Abrams, Esq.                
                        Proskauer Rose Goetz & Mendelsohn LLP 
                        1585 Broadway                         
                        New York, New York 10036              
                        

               9.6 Waiver. Any party may waive compliance by another with any of
the provisions of this agreement.  No waiver of any provision shall be construed
as a waiver of any other  provision.  Any waiver  must be in writing and must be
signed by the party waiving the provision.
         
               9.7  Separability.  If any provision of this agreement is invalid
or unenforceable, the balance of this agreement shall remain in effect.

               9.8  Assignment.  No party may assign any of its or his rights or
delegate  any of its or his duties under this  agreement  without the consent of
the other  parties,  except  that Buyer may assign its rights to any entity that
assumes its  obligations  under this  agreement  and, upon its  dissolution  and
liquidation, Seller may assign its rights to Seller's Shareholders provided that
they  assume all of  Seller's  obligations  under this  agreement,  in each case
without obtaining the consent of any other party.


                                      -16-

<PAGE>

               9.9  Publicity.  No party shall issue any press  release or other
public  statement  regarding the  transactions  contemplated  by this agreement,
except that Buyer may release such  information as they  determine  necessary or
appropriate.  9.10  Specific  Performance.   Seller  and  Seller's  Shareholders
acknowledge  that  the  Business  is  of a  special,  unique  and  extraordinary
character,  and that any breach of this  agreement  by Seller or any of Seller's
Shareholders could not be compensated for by damages.  Accordingly, if Seller or
any  of  Seller's  Shareholders  breaches  its  or his  obligations  under  this
agreement Buyer shall be entitled, in addition to any other remedies that it may
have,  to  enforcement  of this  agreement  by a decree of specific  performance
requiring Seller and Seller's  Shareholders to fulfill their  obligations  under
this agreement, and no bond or other security shall be required.

               9.11 Definition.  As used in this agreement, the term "affiliate"
means any person or entity directly or indirectly controlled by, controlling, or
under common control with, any other person or entity.

               9.12 No  Third  Party  Beneficiaries.  This  agreement  does  not
create,  and shall not be construed as creating,  any rights  enforceable by any
person not a party to this agreement.

               9.13 Counterparts.  This agreement may be executed in one or more
counterparts.


                             POSTERS PREFERRED, INC.

                             By:/s/Brian J. Gordon
                                --------------------------        
                                Name: Brian J. Gordon
                                Title President

                                /s/Dennis Roche
                                --------------------------    
                                   Dennis Roche

                                /s/Brian J. Gordon
                                --------------------------
                                   Brian Gordon                   

                                NETWORK EVENT THEATER, INC.


                                      -17-

<PAGE>

                             By:/s/Bruce L. Resnik
                                ---------------------------   
                                   Bruce L. Resnik
                                   Executive Vice President
                                   Chief Financial Officer

                                                                           
                                      -18-