EXHIBIT 10.31

                            ASSET PURCHASE AGREEMENT

                                 April 30, 1997

               The parties to this agreement are Network Event Theater,  Inc., a
Delaware corporation  ("NET");  Pik:Nik Media, LLC, a Delaware limited liability
company  and a  wholly-owned  subsidiary  of  NET  ("Newco");  Pik:Nik,  LLC,  a
California  limited  liability  company (the  "Company");  and Garth  Holsinger,
Annett Schaefer-Sell and Sunny Smith (together,  the "Members"),  who own all of
the membership interests in the Company.

               The Company is engaged in the  business of  producing,  marketing
and distributing  postcards  containing  advertisements  (the  "Business").  The
parties have agreed upon the sale by the Company to Newco of  substantially  all
of the  assets  and  business  of the  Company,  on the  terms set forth in this
agreement.

               It is agreed as follows:

               1. Sale and Transfer of Assets.

               1.1 Assets  Being Sold.  The Company  hereby  sells,  assigns and
transfers to Newco,  and Newco  purchases and acquires from the Company,  all of
the assets and business of the Company (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,  manufacturers, distributors, subcontractors, lessors, employees,
sales representatives and suppliers;

                    (b)  all  tangible  assets,   wherever  located,   including
fixtures  and  related  equipment;  distribution  racks;  inventory  and work in
process; photographs, film, advertisements,  art work, promotional materials 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 Company's rights to use the  advertisements  on its postcards and the rights
to prepare, reproduce and distribute copies, compilations and derivative works;

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

                    (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 Newco  pursuant  to this  agreement  are
collectively referred to below as the "Assets."

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

                         (a) all rights under any agreement, commitment or order
as to which consent to assignment is required but has not been obtained; and (b)
the assets listed on schedule 1.2.

            2. Amount and Payment of Purchase Price.

                    2.1 Purchase  Price. As full  consideration  for the Assets,
the  Company  shall have the right to  receive  the amount of cash and number of
shares of NET common stock  provided for in section 2.2 (the "Base Amount") plus
an additional amount, if any, determined and payable as provided in section 2.3,
and Newco shall assume the liabilities provided for in sections 2.4 and 2.5. The
Company  directs  Newco  and NET to make any  payments  or stock  issuances  the
Company is  entitled  to receive  directly  to the  Members in  accordance  with
section 2.8(c).

                    2.2 Payment of Base Amount. The Base Amount shall be paid as
follows:

                         (a) Upon the  execution  of this  agreement  (i)  Newco
shall pay to David S. Travers ("Travers"), on behalf of the Company, cash in the
aggregate  amount of $20,000,  (ii) NET shall  issue to  Jan-Peter  Flack,  Inc.
("JPF"), on behalf of the Company, 7,059 shares of its common stock, (iii) Newco
shall pay to the Members, by wire transfer of federal reserve funds, cash in the
aggregate  amount of $68,750  (i.e.,  93,750 less 50% of the $50,000 in cash and
stock  paid to  Travers  and JPF),  and (iv) NET shall  issue to the  Members an
aggregate of 22,059 shares of its common stock.

                         (b) Promptly  after  determination  pursuant to section
2.6 of Newco's  EBIT (as defined in section  2.8) for the fiscal year ended June
30, 1998 (the "1998 EBIT"),
                           

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Newco shall make cash payments to the Members and NET shall issue to the Members
shares of its common stock (subject to reduction as provided in section 2.4), as
follows:

                         (i) If the 1998 EBIT,  as adjusted in  accordance  with
schedule  2.2(b)  (the  "Adjusted  1998  EBIT"),  is  equal to or  greater  than
$200,000, or if the 1998 EBIT is equal to or greater than 50% of $2,448,407 (the
"Projected  1998 EBIT"),  Newco shall pay to the Members  cash in the  aggregate
amount of $93,750  and NET shall  issue to the  Members an  aggregate  number of
shares of its common stock equal to the number determined by dividing $93,750 by
the Market  Price (as defined in section  2.8) as of the date of delivery of the
auditors' report pursuant to section 2.6; or

                         (ii) if the  Adjusted  1998 EBIT is less than  $200,000
and the 1998 EBIT is less than 50% of the Projected  1998 EBIT:  Newco shall pay
to the Members cash in the aggregate amount of (A) a portion of $46,875 based on
the ratio of the Adjusted  1998 EBIT to $200,000,  plus (B) a portion of $46,875
based on the ratio of the 1998 EBIT to the  Projected  1998 EBIT;  and NET shall
issue to the Members an aggregate  number of shares of its common stock equal to
the (y) number  determined  by dividing the amount of cash payable  under clause
(A) by the  Market  Price as of the date of  delivery  of the  auditors'  report
pursuant to section 2.6,  plus (z) the number  determined by dividing the amount
of cash payable  under clause (B) by the Market Price as of the date of delivery
of the auditors' report pursuant to section 2.6.

               If at any time during the fiscal year ended June 30, 1998 Newco's
chief  financial  officer  determines  that the  targets  set  forth in  section
2.2(b)(i)  have  been met and will  likely  be met as of the end of that  fiscal
year,  promptly  after  that  determination  Newco and NET  shall  make the full
payments  and stock  issuances  (based on the Market Price as of the date of the
chief  financial  officer's  determination)  provided for in section  2.2(b)(i),
subject,  however,  to the  provisions  of section 2.4; if after any payment and
issuance of shares the report of Newco's independent  auditors under section 2.6
for the fiscal year ended June 30, 1998 indicates that the targets  specified in
section  2.2(b)(i) have not been met, the Members shall promptly return to Newco
and NET any payments or shares they received in excess of the amounts they would
have been entitled to receive under section 2.2(b)(ii) (unless the parties shall
then agree that,  instead of returning the payments and shares, the excess shall
be applied to reduce subsequent payments or issuances of shares).

               2.3  Additional   Consideration.   Promptly  after  determination
pursuant to section 2.6 of Newco's  EBIT for each of the fiscal years ended June
30, 1999,  2000 and 2001, but subject to section 2.4, (i) Newco shall pay to the
Members an aggregate  amount of cash equal to  one-twelfth of an amount equal to
four  times  EBIT for that  year and (ii)  NET  shall  issue to the  Members  an
aggregate number of shares of its common stock equal to the number determined by
dividing the amount of cash  payable  under clause (i) by the Market Price as of
the date of delivery  of the  auditors'  report  pursuant  to section  2.6.  If,
however,  the  Members  elect,  by notice  given to Newco no later than June 30,
1998, to receive the cash and stock provided for in the preceding  sentence with
respect to each of the four fiscal  years ended June 30,  1998,  1999,  2000 and
2001 (instead of the three fiscal years ended June 30, 1999, 2000 and 2001), the
fraction  specified  in clause (i) for  calculating  the amount of each of those
payments and  issuances  shall be  one-sixteenth  (instead of 


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<PAGE>

one-twelfth)  and the  payments  shall be made and the  shares  shall be  issued
promptly after determination of EBIT for each of the fiscal years ended June 30,
1998,  1999,  2000 and 2001.  Notwithstanding  anything to the  contrary in this
provision,  the Members  shall not be entitled to receive any cash or stock with
respect to any fiscal year unless Garth  Holsinger  was employed by Newco during
that entire fiscal year,  except that if his employment was terminated  pursuant
to his employment  agreement due to his disability or was terminated as a result
of his death,  the Members  shall be entitled to receive cash and stock based on
Newco's EBIT  through the date of  termination,  and the cash  payment  shall be
made, and the stock delivered, as soon as practicable after termination based on
a determination of EBIT by Newco's chief financial officer (which shall be final
and binding on the parties).
                         
               2.4  Assumption  of  Obligations  to  Travers  and  Flack.   Upon
execution of this agreement  Newco is assuming the Company's  obligations  under
its  agreements  with Travers and JPF,  dated April 3, 1997,  to pay Travers the
amount of $70,000 in 18 equal monthly  installments  commencing June 1, 1997 and
to pay JPF the amount of $170,000 in 36 equal  monthly  installments  commencing
June 1, 1997,  in each case with interest at the rate of 8% a year from the date
of this agreement. It is intended,  however, that the Members bear the Company's
obligations  to Travers and JPF and that Newco shall be reimbursed  for payments
to Travers and JPF out of the consideration otherwise payable to them under this
agreement,  and, accordingly,  until Newco has been reimbursed in full for those
payments,  the cash amounts  otherwise  payable to the Members on any date under
sections 2.2(b) and 2.3 shall be reduced by the aggregate  unreimbursed  amounts
paid by Newco to Travers and JPF prior to that date  (including all interest and
the  unreimbursed  amount of $25,000 paid at the closing)  and, if those amounts
are  insufficient  to reimburse  Newco in full,  the number of shares  otherwise
issuable to the Members on that date shall be reduced (based on the Market Value
as of the date the shares otherwise would have been issued) to the extent of the
deficiency.

               2.5 Assumption of Liabilities.  Newco hereby assumes,  and agrees
to pay,  perform and discharge when due (i) all of the Company's  trade accounts
payable and accrued  expenses  listed on schedule 3.6, (ii) all of the Company's
obligations  under the  agreements,  commitments  and orders  listed on schedule
3.13, to the extent that they remain  unperformed or unfulfilled on, or by their
terms continue in effect after, the date of this agreement,  (iii) the Company's
obligations  to  Travers  and JPF  referred  to in  section  2.4,  and  (iv) the
Company's outstanding  promissory notes to NET in the aggregate principal amount
of $116,000.  Except as specifically  provided in the preceding sentence,  Newco
has not  assumed  and  shall  have no  responsibility  for  any  liabilities  or
obligations  of the Company or the Members  relating  to the  operations  of the
Business,  or  otherwise,  through the date of this  agreement,  and the Members
shall cause the Company to pay,  perform and discharge all such  liabilities and
obligations  (except to the extent that any  liability  or  obligation  is being
contested in good faith).  NET shall not have any liability or  obligation  with
respect to the Business and shall not have any  liability or  obligation  to the
Company or the  Members  except for breach of any  warranty  or  covenant of NET
contained in this agreement.


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<PAGE>

               2.6  Determination  of EBIT.  Newco shall  cause its  independent
auditors to  determine  its EBIT (and for the fiscal  year ended June 30,  1998,
Adjusted  1998 EBIT) for each fiscal  year  through the year ended June 30, 2001
based on its audited  financial  statements for that year, and to deliver to the
Members  not later than  September  30 of each of those  years a report  setting
forth in  reasonable  detail  the  calculation  of EBIT for that  year  (and any
reduction of EBIT pursuant to section 2.8(c)) and the calculation of any amounts
payable or shares  issuable to the  Members  under  sections  2.2(b) or 2.3 with
respect to that year.  The number of shares  issuable shall be calculated on the
basis  of the  Market  Price  as of the  date of  delivery  of the  report.  The
determinations of Newco's independent auditors under this section shall be final
and binding on the parties.

               2.7 Loans by NET.  Until  payment in full of the  obligations  to
Travers and JPF referred to in section 2.4, upon each issuance to the Members of
shares of NET common  stock  pursuant to this  agreement,  NET shall lend to the
Members cash in the aggregate  amount of 35% of the value of those shares (based
on the Market Price used for determining the number of shares issued). All loans
made to the Members under this section  shall be evidenced by a promissory  note
in the form of  exhibit  2.7(a) and shall be  secured  pursuant  to a pledge and
security  agreement in the form of exhibit  2.7(b).  Upon any sale by any of the
Members of shares of NET common stock acquired under this agreement,  the Member
shall  prepay his or her loan to the extent of the  proceeds  of the shares sold
(net of any brokerage commissions or capital gains taxes payable with respect to
the sale of those shares).

               2.8 Definitions and General Provisions.

                    (a) As used in  this  agreement,  the  term  "Market  Price"
means,  as of any date, the average  closing price  (computed and rounded to the
third  decimal  point) of NET's  common  shares on Nasdaq as of 4:00 p.m.  (EST)
during the 15 trading days ending on the day preceding that date.

                    (b) As used in this agreement,  the term "EBIT" with respect
to any period  means an amount  equal to Newco's net  revenues  for that period,
less all direct  expenses  (including  direct  full-time and part-time  employee
expenses),  depreciation,  amortization,  and overhead allocations calculated in
the same manner as those items are  calculated  for NET's  other  divisions  and
subsidiaries  (including  overhead  allocations for NET's employees that perform
services  for  the  Business,  but  excluding  overhead  allocations  for  NET's
chairman,  chief executive  officer,  president or chief financial  officer) for
that  period,  determined  in  accordance  with  generally  accepted  accounting
principles consistently applied.

                    (c) If at any time prior to June 30,  2001  NET's  loans and
capital contributions to fund Newco's operations shall exceed $300,000,  for the
purpose of  calculating  the cash payable and stock  issuable  under section 2.3
EBIT for the year in which  the  excess  loans or  contributions  are made  (the
"First Excess Year) and for each  subsequent year through June 30, 2001 shall be
reduced by a portion of the excess (without regard to any repayments) determined
by dividing the amount of the excess as of the last day of the First Excess Year
by the number of


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full or partial  fiscal  years from the First  Excess Year through June 30, 2001
(excluding  the fiscal year  ending  June 30,  1998 unless the Members  make the
election  provided for in the second  sentence of section 2.3); if the excess is
increased in any year after the First  Excess  Year,  EBIT for the year in which
the  increase  occurs and each  subsequent  year  through June 30, 2001 shall be
reduced by a portion of the additional excess determined in the same manner.

                    (d) All cash  payments,  stock  issuances  and  loans to the
Members under this agreement  shall be made 47.5% to Garth  Holsinger,  47.5% to
Annett Schaefer-Sell, and 5% to Sunny Smith.

                    (e) Any  calculation  of shares that equates to a fractional
number of shares shall be rounded to the nearest whole number.

                    (f)  Garth  Holsinger  and  Annett-Schaefer  -Sell  shall be
responsible for the day-to-day  operations of Newco's  business  pursuant to the
employment  agreements referred to in section 5.1, but nothing in this agreement
or either of those  agreements  shall limit the right of the boards of directors
and  officers  of NET and Newco to manage the  business  and  affairs of NET and
Newco or give the Members any claim against  either NET or Newco with respect to
any decision  relating to the conduct of their  businesses,  whether or not that
decision affects the amount of any consideration payable under this section 2.

            3.  Representations  and  Warranties by the Company and the Members.
The Company  and the Members  (other  than Sunny  Smith)  jointly and  severally
represent and warrant to NET and Newco as follows:

               3.1 Organization  and Authority of the Company.  The Company is a
limited liability company duly organized,  validly existing and in good standing
under  the law of the State of  California  and has the full  limited  liability
company power and authority to own,  lease and operate its  properties as it now
does  and to carry on its  business  as it is  presently  being  conducted.  The
Company is duly  qualified and in good standing as a foreign  limited  liability
company in all  jurisdictions in which the property owned or leased by it or the
nature of the activities conducted by it requires qualification.

               3.2  Authorization  of  Agreement.  The  execution,  delivery and
performance  of this  agreement by the Company have been duly  authorized by all
necessary action of the Company. Each of the Members has the full right to enter
into and perform his or her obligations  under this agreement in accordance with
its terms.  This  agreement  constitutes  a valid and binding  obligation of the
Company and each of the Members  enforceable  against each of them in accordance
with its  terms,  except as 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).

               3.3  Consents  of Third  Parties.  The  execution,  delivery  and
performance of this agreement by the Company and the Members do not and will not
(i) conflict  with the  


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certificate of formation or operating agreement of the Company 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 or
other instrument,  or any order, judgment or decree, to which the Company or any
of the  Members is a party or by which the  Company,  the  Business,  any of the
Assets or any of the  Members  is bound;  (ii)  constitute  a  violation  by the
Company or any of the Members of any law,  regulation,  order,  writ,  judgment,
injunction or decree  applicable to any of them; (iii) result in the creation of
any claim, lien, security interest,  charge or encumbrance ("Liens") upon any of
the  Assets;  or (iv)  adversely  affect the  operation  of the  Business in any
material  respect.  No consent,  approval or  authorization  of, or designation,
declaration  or filing with,  any court or  governmental  authority or any other
person or entity is required on the part of the Company or any of the Members in
connection with the execution, delivery and performance of this agreement.

               3.4 Ownership of the Company.  Garth  Holsinger is the record and
beneficial  owner  of a  47.5%  membership  interest  in  the  Company,  Annette
Schaefer-Sell is the record and beneficial owner of a 47.5% membership  interest
in the  Company,  and Sunny  Smith is the  record and  beneficial  owner of a 5%
membership  interest  in  the  Company;  those  interests  represent  all of the
outstanding  equity interests in the Company and are owned free and clear of any
Liens.  There  are no  outstanding  options,  warrants  or rights of any kind to
acquire any interests,  and there are no outstanding securities convertible into
any interests,  in the Company,  nor are there any obligations to issue any such
options,  rights or  securities.  The Company does not own any capital  stock or
other interest in any corporation or business entity, nor is the Company subject
to any obligation or  requirement  to make any investment in any  corporation or
business entity.

               3.5  Financial  Statements.  All of the books of  account  of the
Company have been exhibited or made available to NET, and those books of account
have been maintained in accordance  with good business  practice on a consistent
basis and accurately  record all  transactions of the Company during the periods
covered by them. All of the Company's accounts receivable  outstanding as of the
date of this agreement arose from bona fide  transactions in the ordinary course
of the  business  and none of them is subject to any  defense,  counterclaim  or
setoff,  and the Members  have no reason to believe that any of them will not be
collected in full when due.

               3.6 Absence of  Undisclosed  Liabilities.  As of the date of this
agreement  the Company does not have any  liability or  obligation  of any kind,
whether accrued,  absolute,  contingent or otherwise, other than (a) liabilities
and obligations under leases,  commitments and other agreements  entered into in
the ordinary course of business (which,  to the extent required by section 3.13,
are  listed on  schedule  3.13),  (b) the trade  accounts  payable  and  accrued
expenses listed on schedule 3.6, each of which has been incurred in the ordinary
course of business,  and (c) the  obligations  to Travers and JPF referred to in
section 2.4. The Members do not know of any basis for the assertion  against the
Company or the Business of any liability as of the date of this  agreement  that
is not listed on schedule 3.6.

               3.7  Absence  of Certain  Changes.  Since  January  1, 1996,  the
Company has operated its business in the  ordinary  course and  consistent  with
past practice, and, except as set forth on schedule 3.7:


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                    (a) the  Company  has not entered  into any  transaction  or
incurred  any  liability  or  obligation  other than in the  ordinary  course of
business;

                    (b)  there  has  been  no  material  adverse  change  in the
condition (financial or otherwise), business, operations, assets or prospects of
the Company;

                    (c) the Company has not sold or transferred any assets other
than in the  ordinary  course of  business  and other than assets that have been
replaced with other assets of equal or greater value;

                    (d) the  Company has not  incurred  any  liability  that was
unusual in nature or amount or any indebtedness other than indebtedness to trade
creditors incurred in the ordinary course of business;

                    (e) the Company has not made any distribution on or acquired
any of its  membership  interests  or,  directly or  indirectly,  made any other
payment  of any  kind or any  loan to any of the  Members  or  their  respective
affiliates;

                    (f) the  Company  has not  granted  or  agreed  to grant any
general increase in any rate or rates of salaries or compensation or in benefits
of any kind to its  employees  or any  specific  increase  in the  salary  of or
compensation  to any  employee  whose total salary and  compensation  after such
increase would be at an annual rate in excess of $25,000;

                    (g) the  Company  has not made any change in its  accounting
methods or principles  (or the  application  of those methods or  principles) or
introduced any material new method of management, operations or accounting;

                    (h) the Company has not established any new employee benefit
plan (as defined in section  3.24),  amended or modified any  existing  employee
benefit plan, or incurred any obligation or liability under any employee benefit
plan  materially  different in nature or amount from  obligations or liabilities
incurred during similar periods in prior years; and

                    (i) the Company has not entered into any  employment,  bonus
or deferred compensation agreement with any of its directors,  officers or other
employees.

               3.8 Taxes.  The Company has timely  filed all  foreign,  federal,
state, local and other tax returns,  reports and information  returns (including
any related or supporting  information)  required by law to be filed by it; each
of those tax  returns is correct  and  complete in all  material  respects.  The
Company  has  paid all  taxes  required  to be paid by it to  date.  None of the
Company's  tax returns  has been  audited by any tax  authority.  There exist no
pending  or,  to the  best of the  knowledge  of the  Company  and the  Members,
proposed tax assessments,  suits,  actions,  claims,  audits,  investigations or
inquiries  by any tax  authority  with  respect to the business or assets of the
Company or against the Company.  There are no tax liens on any of the  Company's
assets.  The Company  (including any person acting on behalf of the Company) has
not given nor been


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requested to give waivers or extensions of any statute of  limitations  relating
to payment of taxes of the Company or for which the Company may be liable and no
other party has given or been requested to give such waivers or extensions  with
respect to taxes for which the Company may be liable. All taxes that are or were
required  by law to be  withheld  or  collected  by the  Company  have been duly
withheld or collected and paid to the proper tax  authority.  To the best of the
knowledge of the Company and the Members,  the Company is properly  treated as a
partnership, and not an association taxable as a corporation, for federal income
tax purposes. The Company does not have any tax liability of any kind that could
result in a Lien on any of the Assets.

               3.9 Title to  Assets.  Except as set  forth on  schedule  3.9 and
except for the lien,  if any,  of  current  taxes not yet due and  payable,  the
Company  has,  and  upon  execution  and  delivery  of this  agreement  Newco is
acquiring,  valid title, free and clear of any Liens, to all the Assets.  Except
for the assets  referred to in section  1.2,  the Assets  constitute  all of the
assets,  tangible and intangible,  used in or needed to conduct the Business and
will be  sufficient  to enable  Newco to  continue to operate all aspects of the
Business in the manner in which it has been operated by the Company and JPF. The
Company does not owe any amount to, or have any contract with or commitment  to,
or use any property  (real or personal) in its business  owned or leased by, any
of the Members or any director,  officer,  employee,  agent or representative of
the Company, or any of their respective affiliates. Neither JPF nor Travers, nor
any of their respective affiliates, owns any assets used or necessary for use in
the  Business;  all of those assets have been  validly  assigned to the Company,
free and clear of any Liens.

               3.10 Personal Property. Schedule 3.10 lists all of the equipment,
machinery,  computers,  furniture,  leasehold  improvements,  vehicles and other
personal  property having an individual  value greater than $500 owned or leased
by the Company and all  interests  therein.  All  equipment  and other  tangible
assets owned or used by the Company are in good operating  condition and in good
condition  of  maintenance  and repair,  ordinary  wear and tear  excepted,  are
suitable for their  present uses and purposes,  and conform with all  applicable
ordinances, rules and regulations and all building, zoning and other laws.
          
               3.11 Real  Property.  The Company does not own any real property.
Schedule 3.11 contains a list and brief  description of all real properties used
by the Company and all structures located on those real properties.  To the best
of the knowledge of the Company and the Members,  all  improvements  on the real
properties  used by the  Company are in  accordance  with all  applicable  laws,
ordinances,  regulations  and  orders,  including,  but not  limited  to,  those
applicable to zoning,  environment  and the  establishment  and  maintenance  of
working  conditions for labor,  and all of the buildings and structures on those
properties  are in good  condition of  maintenance  and repair and are adequate,
sufficient  and suitable for their present uses and purposes.  The  transactions
contemplated  by this agreement  will not adversely  affect Newco's right to use
those  properties for the same purpose and to the same extent as they were being
used by the Company or JPF prior to the date of this agreement.  The Company has
the right to terminate  its tenancy of the property  listed on schedule  3.11 on
thirty days notice. The Company is not a party to any real property leases.


                                        9

<PAGE>

               3.12  Litigation;  Compliance  with Laws.  Except as set forth on
schedule  3.12,  there  is no  claim,  litigation,  proceeding  or  governmental
investigation  pending or, to the best of the  knowledge  of the Company and the
Members, threatened, or any order, injunction or decree outstanding, against the
Business,  the Company or any of its  properties or assets.  Neither the Company
nor any of the  Members  knows of any  basis  for  future  claims,  litigations,
proceedings or  investigations  against the Business,  the Company or any of its
properties  or assets.  Neither the Company nor the  Business is in violation of
any law,  regulation or ordinance,  or any other requirement of any governmental
body or court,  and no notice  has been  received  by the  Company or any of its
officers or directors alleging any such violation. The Company is not engaged in
any dispute with any of its  advertisers,  customers,  suppliers or printers and
has good relationships with all of them.

               3.13 Lists of Agreements,  etc. Schedule 3.13 contains a true and
complete list of all orders,  commitments  and  agreements  (written or oral) to
which the Company 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),  distribution  agreements,  and
employment,   consulting,   sales  representative  and  independent   contractor
agreements.  True and complete copies of the agreements,  commitments and leases
referred  to on  schedule  3.13  have  been  delivered  to NET.  Except  for the
agreement  referred  to in  section  2.4,  JPF is not a party  to any  agreement
relating to the Business.

               3.14  Status  of  Agreements.  All of the  Company'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 3.13 is
presently in full force and effect in accordance  with its terms and the Company
is not in  default,  and,  to the best of the  knowledge  of the Company and the
Members, no other party is in default under any of the provision of any of those
agreements and no condition  exists that,  with notice or lapse of time or both,
would  constitute  a default by the Company or, to the best of the  knowledge of
the Company and the Members, any other party to any of those agreements. Each of
the  agreements,  commitments or orders referred to in section 3.13 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 3.13 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  neither  the
Company nor any of its  officers or  directors  has  received any notice to that
effect.

               3.15 Employees.  No employee of the Company 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
3.15 contains a true and complete list of the names,  positions,  hire dates and
annual or hourly  compensation of all employees of the Company and a description
of vacation policies,  sick leave policies,  bonus,  incentive  compensation and
group


                                       10

<PAGE>

insurance plans for the benefit of those  employees.  No employee of the Company
is owed any wages, benefits or other compensation for past services,  other than
wages and benefits accrued in the ordinary course of business during the current
pay period and  accrued  vacation.  Except as set forth on  schedule  3.15,  the
Company  does not have any  severance  policy and no  employee of the Company is
entitled  to any  severance  payment,  either by law or by  agreement,  upon the
termination  of his or her  employment.  To the  best  of the  knowledge  of the
Company and the Members,  the  transactions  provided for in this agreement will
not give rise to any  liability  of the  Company or Newco for  severance  pay or
termination  pay to any employee of the Company who is employed  after this date
by Newco or trigger any  payments of any kind to any  employee of the Company or
JPF.

               3.16 Labor  Disagreements.  Except as set forth on schedule 3.16,
(a) to the best of the knowledge of the Company and the Members, the Company and
the  Business  are in  compliance  with  all  applicable  laws  and  regulations
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 (and has  never  been  any)  unfair  labor  practice  charge or
complaint  against the Company or the Business 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 the Company and the Members, none is or has been
threatened;  (c) there is no labor strike, dispute,  request for representation,
slowdown or stoppage  actually  pending  against or affecting the Company or the
Business and, to the best of the knowledge of the Company and the Members,  none
is or has been  threatened;  and (d) no  grievance  which  might have an adverse
effect on the  conduct of the  operations  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 the Company and the Members,  none
is or has been threatened.

               3.17  Restrictive  Documents,  etc.  Neither  the Company nor the
Business is subject to, or a party to, any lease, license,  permit, agreement or
other commitment,  instrument, law, rule, ordinance, regulation, order, judgment
or decree,  or any other  restriction of any kind, that materially and adversely
affects its business  practices or operations or any of the Assets or that would
prevent  its  compliance  with the  terms,  conditions  and  provisions  of this
agreement or the continued  operation of the Business by Newco after the date of
this  agreement on  substantially  the same basis as it has been operated  since
January 1, 1996.

               3.18 Environmental  Matters.  To the best of the knowledge of the
Company and the Members:

                    (a) the Company and all of the property  used by the Company
is in compliance  with all federal,  state and local laws,  regulations,  rules,
orders, decrees, ordinances and common law 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,  and radiation  ("Materials of Environmental  Concern"),  or otherwise
relating to the manufacture,  processing,


                                       11

<PAGE>

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 the
Company (or,  after the closing,  Newco),  or against any person or entity whose
liability for any claim or violation  the Company has (or may have)  retained or
assumed either contractually or by operation of law; and

                    (c) there are no on-site  or  off-site  locations  where the
Company  has  stored,  disposed or arranged  for the  disposal of  Materials  of
Environmental  Concern;  there  are no  underground  storage  tanks  located  on
property used by the Company;  there is no asbestos contained in or forming part
of any  building,  building  component,  structure  or office  space used by the
Company;  and no  polychlorinated  biphenyls  (PCBs)  are used or  stored at any
property used by the Company.

               3.19 Permits and Licenses. The Company has all permits, licenses,
franchises and other  authorizations  ("Licenses")  necessary for the conduct of
its business and all such  Licenses are valid and in full force and effect.  All
Licenses  held by the Company  that are  material to the Company or its business
are listed on schedule 3.19.

               3.20 Banks; Powers of Attorney.  Schedule 3.20 sets forth (a) the
names and locations of all banks, trust companies, savings and loan associations
and other  financial  institutions  at which the Company  maintains safe deposit
boxes or accounts of any nature and the names of all persons  authorized to draw
thereon,  make withdrawals therefrom or have access thereto and (b) the names of
all persons to whom the Company has granted a power of attorney, together with a
description thereof.

               3.21 Intangible Property.  Schedule 3.21 contains a complete list
of the trademarks,  trade names,  copyrights and logos used by the Company.  The
Company owns, free and clear of any Liens, each of the trademarks,  trade names,
copyrights and logos (including  registrations and applications for registration
of any of  them)  listed  on  schedule  3.21,  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.  The
Company 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 the Company alleging any such violation.  To the best
of the knowledge of the Company and the Members, there is no violation by others
of any  right of the  Company  with  respect  to any  trademark,  trade  name or
copyright.  The  representations  and warranties in this section do not apply to
the trademark "GoCard."

               3.22  Software  and  Databases.  The  Company  owns or  possesses
adequate  licenses  or other  rights to use all  computer  software  used by it.
Schedule 3.22 contains a list of all such  software.  Any license of the Company
to use any software is valid and does not infringe on the property rights of any
third party. The Company has not granted to any person or entity any

                                       12

<PAGE>

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. The Company has
the right to transfer all computer  software,  databases and lists used by it to
Newco  without  violating  any  agreement  to which the Company is a part or any
rights of any third party.

               3.23 Insurance.  Schedule 3.23 contains a complete list of all of
the Company'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 those policies have been delivered to NET.

               3.24 ERISA.  Except as set forth on schedule 3.24, the Company 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.

               3.25 Expenses Related to this Agreement. The Company has not paid
any expenses  related to the negotiation or preparation of this agreement or any
broker's,  finder's or similar fee relating to the transactions  contemplated by
this agreement.

               3.26  Transactions  with  Affiliates.  Except  as  set  forth  on
schedule 3.26, during the twelve months preceding the date of this agreement the
Company  has not  engaged in any  transaction  with any of the Members of JPF or
Travers, or any of their respective affiliates.

               3.27 Distribution  Racks.  Schedule 3.27 contains a complete list
of the locations  and  installation  dates of all of the Company's  distribution
racks.

               3.28 Projections. Schedule 3.28 contains projections with respect
to the Company's  business that were prepared  jointly by the Members and Newco.
The Members have reviewed those  projections  and believe that they are based on
assumptions  that are valid and  reasonable  and are realistic and attainable by
the Company.  The  projections are based in part on the assumption that NET will
make the capital advances to Newco provided for in section 5.7.

               3.29 Business Relationships. Except as set forth in the schedules
to  this  agreement,  since  January  1,  1996  the  Company  has  enjoyed  good
relationships  with all  suppliers  of goods or  services to the  Business,  the
operators of all of the venues in which its postcard  advertising  display racks
are located, and all of its advertisers,  and neither the Company nor any of the
Members knows of any intention on the part of any such vendor, venue operator or
advertiser to substantially change its relationship with the Company and none of
them has any reason to believe that the relationship with any such vendor, venue
operator or advertiser will change after consummation of Newco's purchase of the
Business.  Immediately  prior to the  execution  of this  agreement  the Company
canvassed the operators of all of the venues in which its postcard display racks
are  located and on the basis of that  canvass the Company and the Members  have
determined  that Newco will retain  after the closing  under this  agreement  at
least 80% of the  exisiting  venues.  Since  January 1, 1997 the Company has not
lost more than five display rack venues to the Company's competitors.


                                       13

<PAGE>

               3.30 No  Misrepresentation.  No representation or warranty by the
Company or the Members 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.  Representations  and  Warranties by Newco and NET. Newco and NET
jointly and  severally  represent  and warrant to the Company and the Members as
follows:

               4.1  Organization.  NET 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.  Newco is a
limited liability company duly organized,  validly existing and in good standing
under the law of  Delaware  and has the full power  under the  Delaware  Limited
Liability Company Act to execute and perform this agreement.

               4.2  Authorization  of  Agreement.  The  execution,  delivery and
performance of this agreement by Newco and NET have been duly  authorized by all
requisite  action  of each of them.  This  agreement  constitutes  the valid and
binding  obligation  of  Newco  and  NET,  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 each of Newco and NET will not (a)  conflict
with Newco's  certificate of formation or limited liability company agreement or
NET's 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 (b) 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 Newco or NET in connection with the execution,  delivery
and performance of this agreement.

               4.4 Validity of Issuance.  The shares of NET common  stock,  when
issued to the Members under section 2, will be duly authorized,  validly issued,
fully paid and non-assessable.

               4.5 Financial  Ability.  NET and Newco have the financial ability
to satisfy  their  respective  obligations  to the Company and the Members under
this agreement.

               4.6 No Misrepresentation.  No representation or warranty by Newco
or NET  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.


                                       14

<PAGE>

            5. Further Agreements of the Parties.

               5.1 Employment  Agreements.  Contemporaneously with the execution
of this agreement,  Garth Holsinger and Annett  Schaefer-Sell  are entering into
employment  agreements  with  Newco in the  forms  of  exhibit  5.1(a)  and (b),
respectively.

               5.2 Covenants Against Competition, Solicitation and Disclosure.

                    (a) To  accord  to  Newco  and NET the  full  value of their
purchase,  for a period of five years after the date of this  agreement  neither
the Company nor any of the Members 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 (i)
any  business  in which the Company has engaged at any time during the two years
preceding  the  date of this  agreement,  including,  but not  limited  to,  the
production, reproduction, sale, distribution or other commercial exploitation of
postcards  containing  advertisements,  or (ii) sales and  marketing  activities
targeting  primarily  college  students,  including,  but not  limited  to,  any
business or entity that  derives  substantial  revenue  either from  advertisers
targeting the college student market or from student purchases.

                    (b)  For a  period  of five  years  after  the  date of this
agreement,  neither  the  Company  nor any of the  Members  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 Newco, NET or any of NET's other affiliates.

                    (c) Neither the Company nor any of the Members  shall at any
time hereafter  disclose to anyone, or use in competition with Newco, NET or any
of NET's other  affiliates,  any information with respect to any confidential or
secret  aspect of the  business  or affairs of Newco,  NET or any of NET's other
affiliates.

                    (d) The Company and Members  acknowledge  that the remedy at
law for breach of the  provisions  of this  section 5.2 will be  inadequate  and
that,  in  addition  to any other  remedy NET and Newco may have,  they shall be
entitled to an injunction  restraining any breach or threatened breach,  without
the necessity of showing actual  damages.  In any action brought by NET or Newco
for  injunctive  relief,  if the  Company  and the  Members  fail to  waive  any
requirement that a bond or other security be posted, the Company and the Members
shall  reimburse  NET and Newco for any bond  premium or security  charge if the
injunctive  relief is  granted.  If any court  construes  the  covenant  in this
section 5.2, 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.

                    (e) To the  extent  any  provision  of this  section  5.2 is
inconsistent  with any  provision of the  employment  agreements  referred to in
section 5.1, the provision of the employment agreement shall control.


                                       15

<PAGE>

               5.3 Expenses. Except as expressly provided in this agreement, the
parties  shall  bear  their  own  expenses   incurred  in  connection  with  the
negotiation  and  preparation  of this  agreement  and in  connection  with  the
transactions contemplated by this agreement.
          
               5.4 Securities Act Matters.

                    (a) The Company and the Members recognize that each issuance
of shares of NET common stock under  section 2 (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 NET that (i) each of
them is acquiring his or her Shares for his or her own account,  for  investment
purposes only and not with a view to the resale or distribution of those 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) The Members  shall not sell or  otherwise  transfer
the Shares without  registration  under the Securities Act and applicable  state
securities  laws or an  exemption  therefrom.  The  Members  confirm  that  they
understand  that NET is under no  obligation  to  register  the  Shares on their
behalf or to assist them in complying with any exemption from registration.

               5.5 Legal Opinions.  Contemporaneously with the execution of this
agreement,  (a) the Company and the Members are  delivering to NET an opinion of
Rosoff,  Schiffres & Barta,  counsel to the Company and the Members, in the form
of exhibit  5.5(a),  and (b) Newco is  delivering  to the  Members an opinion of
Proskauer Rose Goetz & Mendelsohn LLP,  counsel to Newco and NET, in the form of
exhibit 5.5(b).
          
               5.6 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.

               5.7  Advances  by  NET.  NET  shall   provide  loans  or  capital
contributions  to Newco to fund Newco's  operations in an aggregate amount of up
to $300,000,  in accordance with the projections contained in schedule 3.28, but
only to the extent funds are needed to fund Newco's operations.  Newco shall not
repay any loan or make any  distribution  to NET prior to June 30,  2001  unless
Newco will have  sufficient  working capital after the repayment or distribution
to operate its business in accordance with the projections contained in schedule
3.28. The principal  amount and accrued  interest on the outstanding  promissory
notes of the  Company  in  favor of NET in the  aggregate  principal  amount  of
$116,000 that are being  assumed by Newco upon the  execution of this  agreement
shall be credited to NET's  $300,000  commitment  under this  provision  and the
Company's obligations under those notes shall be considered extinguished.

               5.8 Default by Newco or NET.  If Newco or NET  defaults in making
any payment or stock issuance  required under section 2, and that default is not
cured within 30 days after


                                       16

<PAGE>

notice of the default is given to Newco or NET by the Members, the Members shall
have the  right,  exercisable  by notice  given to NET  within 30 days after the
expiration  of that cure  period,  to  purchase  from  Newco  all of the  assets
relating to the  Business,  subject to all of the  liabilities  of the  Business
(other than liabilities  owed to NET and its  affiliates),  for a purchase price
equal to (a) the total amount of cash paid to the Members by Newco, the value of
the stock issued to the Members by NET (based on the valuation  used at the time
of each issuance)  under section 2 and the total amount of unpaid  principal and
accrued  interest on the notes  referred to in section  2.7,  plus (b) the total
amount of unpaid  advances,  whether  equity or debt and  including  any accrued
interest,  made to Newco by NET.  The closing of a purchase by the Members  (who
may assign  their  rights to any entity in which they have at least a 25% equity
interest)  shall be held on a date and at a place  designated  by NET, but in no
event  later  than 90 days after the date the  Members'  notice of  exercise  is
given.  At the  closing,  the  purchaser  shall pay to Newco 20% of the purchase
price by wire  transfer of federal funds and shall deliver to Newco a promissory
note for the balance of the  purchase  price  payable in three  equal  quarterly
installments  over a one year  period,  Newco shall  assign and  transfer to the
purchaser all of the assets of the Business,  and the purchaser shall assume all
of the liabilities of the Business (other than  liabilities  owed to NET and its
affiliates).  Any  obligations  of any  entity  under  this  provision  shall be
personally guaranteed by the Members.

               5.9 Further  Assurances.  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  parties such other  instruments  and take such
other action as the others may reasonably  request to carry out the transactions
contemplated by this agreement.

               5.10  Change  in  Name.  Within  30 days  after  the date of this
agreement, the Company shall change its name to a name that does not include any
of the terms or words "Pik", "Nik", "Pick", "Nick", "Free", "Postcard",  "Card",
"Wild",  or "Go".  5.11 Sales  Taxes.  The Company  shall pay any state or local
sales taxes payable in connection with the sale of Assets.
          
               5.12 Bulk Sales. The parties waive compliance with the provisions
of any  applicable  bulk sales law.  The  Company  and the  Members  jointly and
severally  shall  indemnify  and hold  Newco  and NET  harmless  from any  loss,
liability,  damage,  cost or expense (including  reasonable  attorney's fees and
expenses)  incurred by Newco or NET as a result of any  liability to which Newco
or NET  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.

               5.13 Post-Closing Payments. The Company and the Members shall, as
promptly as  practical,  forward to Newco any amount  received by any of them to
which  Newco 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.

            6. Survival of Representations and Warranties; Indemnification.


                                       17

<PAGE>

               6.1 Survival.  All representations,  warranties and agreements by
the Company  and the Members  shall  survive  the closing  under this  agreement
notwithstanding  any  investigation at any time by or on behalf of Newco or NET,
and shall not be  considered  waived by  Newco's  or NET's  consummation  of the
transactions  contemplated  by this  agreement  with  knowledge of any breach of
misrepresentation by the Company or the Members. All representations, warranties
and  agreements by Newco and NET shall survive the closing under this  agreement
notwithstanding  any investigation at any time by or on behalf of the Company or
the Members, and shall not be considered waived by the Company's consummation of
the transactions  contemplated by this agreement with knowledge of any breach by
Newco or NET.

               6.2 Indemnification.

                    (a) The  Company and the  Members  (other than Sunny  Smith)
jointly and severally  shall  indemnify and hold harmless  Newco and NET 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) Newco or NET may suffer,  sustain or become subject to as a result of
(i) any breach of any  warranty,  covenant or other  agreement of the Company or
the Members contained in this agreement, or any misrepresentation by the Company
or Members, or any claim by a third party which, without regard to the merits of
the  claim,  would  constitute  such a  breach  or  misrepresentation,  (ii) the
Company's  failure to pay,  perform or discharge  when due any of the  Company's
obligations,  liabilities,  agreements or commitments  not expressly  assumed by
Newco  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 Newco pursuant to this  agreement,  (iv)
the  failure  to comply  with any bulk sales law  applicable  to the sale of the
Assets,  or (v) any  liability for severance or otherwise to any employee of the
Company resulting from the transactions provided for in this agreement.
 
                    (b) In addition to any other  rights and  remedies  they may
have,  Newco and NET may  reduce  (i) the  amounts  to be paid or the  number of
shares to be issued to the Members under section 2 (at a valuation,  in the case
of the shares, at their then current closing price on Nasdaq), and (ii) then, up
to 20% in any year of the amounts payable to the Members under their  employment
agreements  referred to in section 5.1 (without affecting the obligations of the
Members under those agreements), to the extent of any amount payable to Newco or
NET pursuant to section 6.2(a),  but no such set-off shall  constitute an accord
and  satisfaction  or otherwise  modify the rights or obligations of the Company
and the Members  under this  agreement or constitute a breach by Newco or NET of
its  obligations  under this agreement.  Without  limiting the generality of the
preceding  sentence,  the  Company and the  Members  acknowledge  and agree that
Newco's and NET's  exercise of its rights  pursuant  to the  preceding  sentence
shall not limit  Newco's and NET'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 Newco's or NET's exercise of
its other  rights and  remedies  under this  agreement,  any other  agreement or
applicable law.

                    (c) Newco shall  indemnify and hold harmless the Company and
the Members against all loss, liability, damage or expense (including reasonable
fees and  expenses


                                       18

<PAGE>

of  counsel,  whether  involving  a third  party or between  the parties to this
agreement)  the Company or the Members may suffer,  sustain or become subject to
as a result of any breach of any warranty,  covenant or other agreement of Newco
or NET contained in this agreement, or any misrepresentation by Newco or NET, or
any claim by a third  party  which,  without  regard to the merits of the claim,
would constitute such a breach or misrepresentation.

               6.3 Defense of Claims.  If any third-party  claim is made against
any party that, if sustained, would give rise to a liability of the other party,
the party  against  whom the claim is made shall  promptly  cause  notice of the
claim to be  delivered  to the other party and shall  afford the other party and
its counsel,  at the other  party's sole  expense,  the  opportunity  to join in
defending or compromising the claim.

            7. Miscellaneous.

               7.1 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. The Members have utilized
the  services  of  Herschel  Sarbin  and  shall be  solely  responsible  for any
compensation payable to him.

               7.2  Entire   Agreement.   This  agreement   (together  with  the
employment agreements referred to in section 5.1) 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.

               7.3  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.

               7.4  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.

               7.5  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 the Company or the  Members,  addressed to any of them
                    at:

                    c/o Pik:Nik LLC                               
                    137 North Larchmont Boulevard                 
                    Suite 806                                     


                                       19

<PAGE>

                    Los Angeles, CA 90004                         
                    
                    with a copy to:                           
                                              
                    Howard Rosoff, Esq.                       
                    Rosoff, Schiffres & Barta                 
                    11755 Wilshire Boulevard                  
                    Suite 1450                                
                    Los Angeles, CA 90025                     
                    
               (b)  If to Newco or NET, addressed to either or both of them 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   
                                                              
               7.6 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.

               7.7  Separability.  If any provision of this agreement is invalid
or  unenforceable,  the balance of this agreement  shall remain in effect unless
such  invalidity  or  unenforceability  shall  materially  impair the purpose or
objectives of this agreement.

               7.8  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.

               7.9  Publicity.  No party shall issue any press  release or other
public  statement  regarding the  transactions  contemplated  by this agreement,
except  that  Newco  and NET may  release  such  information  as they  determine
necessary or appropriate. 

               7.10 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,  and when used with
respect to a Member shall include his or her family members.


                                       20

<PAGE>

               7.11 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.

               7.12   Specific   Performance.   The   Company  and  the  Members
acknowledge  that  the  Business  is  of a  special,  unique  and  extraordinary
character,  and that any breach of this  agreement  by the Company or any of the
Members could not be compensated for by damages.  Accordingly, if the Company or
any of the Members  breaches its, his or her  obligations  under this  agreement
Newco 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 the
Company and the Members to fulfill their obligations  under this agreement,  and
no bond or other security shall be required.

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

                                            PIK:NIK LLC


                                            By:/s/Annett Schaefer-Sell
                                               ---------------------------   
                                            Name:
                                            Title:

                                               /s/ Garth Holsinger            
                                               ---------------------------
                                                   Garth Holsinger
                                              
                                               /s/Annett Schaefer-Sell
                                               ---------------------------   
                                                  Annett Schaefer-Sell

                                               /s/Sunny Smith
                                               ---------------------------
                                                  Sunny Smith

                                            PIK:NIK MEDIA, LLC

                                            By:/s/Don Leeds
                                               ---------------------------
                                                  Don Leeds
  

                                       21

<PAGE>

                                                  President

                                            NETWORK EVENT THEATER, INC.

                                                  /s/ Don Leeds
                                               ---------------------------  
                                                  Don Leeds
                                                  President            
                 

                                       22