EXHIBIT 4.47





                          SECURITIES PURCHASE AGREEMENT

         SECURITIES  PURCHASE  AGREEMENT  dated as of October 30, 2000,  between
Adatom.com,  Inc.,  a Delaware  corporation  with  principal  executive  offices
located at 920  Hillview  Court,  Suite  160,  Milpitas,  California  95035 (the
"Company"), and the person signatory hereto (the "Buyer").

                              W I T N E S S E T H:
                              -------------------

         WHEREAS,  Buyer desires to purchase  from the Company,  and the Company
desires  to issue  and sell to the  Buyer,  upon the terms  and  subject  to the
conditions of this Agreement,  2,341,372 shares of Common Stock, $0.01 par value
(the "Common Stock");

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
covenants  contained herein, the parties hereto,  intending to be legally bound,
hereby agree as follows:

         I.       PURCHASE AND SALE OF COMMON STOCK

         A.       TRANSACTION.  The Buyer hereby agrees to purchase from the
Company,  and the  Company  hereby  agrees to issue and sell to the Buyer,  in a
transaction exempt from the registration and prospectus delivery requirements of
the Securities  Act of 1933, as amended (the  "Securities  Act"),  the number of
shares of Common Stock set forth above.

         B.       PURCHASE PRICE;  FORM OF PAYMENT.  The purchase price for the
Common Stock to be purchased by Buyer hereunder shall be equal to 3 million U.S.
Dollars  (US$3,000,000) (the "Purchase Price"). The Buyer shall pay the Purchase
Price on the date hereof by wire transfer of immediately  available funds to the
escrow  agent  (the  "Escrow   Agent")   identified  in  those  certain   Escrow
Instructions of even date herewith,  a copy of which is attached hereto as ANNEX
I (the "Escrow Instructions").

         Simultaneously  against  receipt  by the Escrow  Agent of the  Purchase
Price,  the  Company  shall  deliver  one or more duly  authorized,  issued  and
executed  certificates  (I/N/O  Buyer  or,  if the  Company  otherwise  has been
notified,  I/N/O Buyer's  nominee)  evidencing  the Common Stock,  to the Escrow
Agent or its designated depository.  By executing and delivering this Agreement,
Buyer and the Company each hereby agrees to observe the terms and  conditions of
the Escrow Instructions, all of which are incorporated herein by reference as if
fully set forth herein.

         C.       METHOD OF PAYMENT. Payment into escrow of the Purchase Price
shall be made by wire transfer of immediately available funds to:

                           Transfer  Online  Escrow  1
                           227 S W Pine,  Suite  300
                           Portland, Oregon 97204
                           Account # 370591005548
                           For the account of Adatom.com

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Simultaneously  with the  execution of this  Agreement,  the Buyer shall deposit
with the Escrow Agent the Purchase  Price and the Company shall deposit with the
Escrow Agent the Common Stock.

         II.      BUYER'S REPRESENTATIONS, WARRANTIES; ACCESS TO INFORMATION;
INDEPENDENT INVESTIGATION.

         Buyer  represents  and  warrants to and  covenants  and agrees with the
Company as follows:

         A.       Buyer is purchasing for its own account, for investment pur-
poses only and not with a view towards or in connection  with the public sale or
distribution thereof in violation of the Securities Act.

         B.       Buyer is (i) an "accredited investor" within the meaning of
Rule 501 of Regulation D under the  Securities  Act, (ii)  experienced in making
investments of the kind contemplated by this Agreement, (iii) capable, by reason
of business and  financial  experience,  of evaluating  the relative  merits and
risks of an investment in the Common Stock,  and (iv) able to afford the loss of
Buyer's investment in the Common Stock.

         C.       Buyer understands that the Common Stock is being offered and
sold  by  the  Company  in  reliance  on  an  exemption  from  the  registration
requirements  of the Securities Act and  equivalent  state  securities and "blue
sky" laws,  and that the Company is relying  upon the  accuracy  of, and Buyer's
compliance with, Buyer's representations,  warranties and covenants set forth in
this  Agreement  to  determine  the  availability  of  such  exemption  and  the
eligibility of Buyer to purchase the Common Stock;

         D.       Buyer has been  furnished  with or provided  access to all
materials relating to the business, financial position and results of operations
of the Company,  and all other materials requested by Buyer to enable it to make
an informed investment decision with respect to the Common Stock.

         E.       Buyer acknowledges that Buyer has been furnished with, or had
access to through the EDGAR system of the  Securities  and  Exchange  Commission
(the "SEC"), copies of the Company's Annual Report on Form 10-KSB for the fiscal
year ended  December  31, 1999 and all other  reports and  documents  heretofore
filed  by the  Company  with  the SEC  pursuant  to the  Securities  Act and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1999 (collectively the "SEC Filings").

         F.       Buyer  acknowledges  that, in making the  decision to purchase
the Common Stock, Buyer has been given an opportunity to ask questions of and to
receive answers from the Company's executive officers,  directors and management
personnel  concerning the terms and  conditions of the private  placement of the
Common Stock by the Company.

         G.       Buyer  understands  that the Common  Stock has not been
approved or disapproved by the SEC or any state  securities  commission and that
the  foregoing  authorities  have not reviewed any documents or  instruments  in
connection  with the  offer  and  sale to it of the  Common  Stock  and have not
confirmed  or  determined  the  adequacy or accuracy  of any such  documents  or
instruments.

         H.       This  Agreement has been duly and validly authorized, executed
and delivered by Buyer and is a valid and binding agreement of Buyer enforceable
against Buyer in accordance  with its terms,  subject to applicable  bankruptcy,
insolvency, fraudulent conveyance,  reorganization,  moratorium and similar laws
affecting creditors' rights and remedies generally.

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         I.       Neither  Buyer nor its  affiliates,  nor any person acting on
its or their behalf, has the intention of entering, or will enter into, prior to
the  closing,  or has entered  within the past 30 days,  any put  option,  short
position or other  similar  instrument  or position  with  respect to the Common
Stock and neither Buyer nor any of its affiliates,  nor any person acting on its
or their behalf,  will use at any time shares of Common Stock acquired  pursuant
to this  Agreement  to settle any put option,  short  position or other  similar
instrument or position that may have been entered into prior to the execution of
this Agreement.

         III.     COMPANY'S REPRESENTATIONS

         The Company  represents  and warrants to Buyer that except as disclosed
on Schedule III hereto:

         A.       CAPITALIZATION.  1. The  authorized  capital  stock of the
Company  consists of  50,000,000  shares of Common  Stock,  of which  17,984,492
shares are  outstanding  on the date hereof and  5,000,000  shares of  preferred
stock, par value $0.01, of which 1,200 shares of Series B Convertible  Preferred
Stock are  outstanding  on the date  hereof.  All of the issued and  outstanding
shares of Common Stock and preferred stock have been duly authorized and validly
issued and are fully paid and non-assessable. As of the date hereof, the Company
has  outstanding  stock  options and  warrants to purchase  8,230,947  shares of
Common Stock as set forth on Schedule III.A.  The Common Stock has been duly and
validly authorized and reserved for issuance by the Company,  and when issued by
the Company will be duly and validly issued,  fully paid and  non-assessable and
will not subject the holder  thereof to  personal  liability  by reason of being
such holder.  There are no  preemptive,  subscription,  "call" or other  similar
rights to  acquire  the  Common  Stock  that have been  issued or granted to any
person.

         2.       The  Company  does not  have  any  subsidiaries  and does not
own or control,  directly or indirectly,  any interest in any other corporation,
partnership,  limited liability company,  unincorporated  business organization,
association, trust or other business entity.


         B.       ORGANIZATION; REPORTING COMPANY STATUS.

         1.       The Company is a corporation duly organized, validly existing
and in good standing under the laws of its  jurisdiction of organization  and is
duly  qualified  as a  foreign  corporation  in all  jurisdictions  in which the
failure to so qualify  would have a  material  adverse  effect on the  business,
properties,   prospects,  condition  (financial  or  otherwise)  or  results  of
operations  of the  Company or on the  consummation  of any of the  transactions
contemplated by this Agreement (a "Material Adverse Effect").

         2.       The Company has  registered  the Common Stock pursuant to Sec-
tion 12 of the  Exchange  Act and has timely  filed with the SEC all reports and
information  required to be filed by it pursuant  to all  reporting  obligations
under  Section  13(a) or  15(d),  as  applicable,  of the  Exchange  Act for the
12-month  period  immediately  preceding  the date  hereof.  The Common Stock is
listed and traded on the NASDAQ SmallCap Market ("NASDAQ").

         C.       AUTHORITY;  VALIDITY  AND  ENFORCEABILITY.   The  Company  has
the requisite corporate power and authority to enter into this Agreement and the
Registration  Rights  Agreement  of even date  herewith  between the Company and
Buyer, a copy of which is annexed hereto as Annex II (the  "Registration  Rights
Agreement")  and to perform  all of its  obligations  hereunder  and  thereunder
(including the issuance,  sale and delivery to Buyer of the Common  Stock).  The
execution,  delivery and  performance  by the Company of this  Agreement and the
Registration  Rights  Agreement,  and the  consummation  by the  Company  of the
transactions  contemplated  hereby and thereby has been duly

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authorized by all necessary  corporate  action on the part of the Company and no
further  consent or  authorization  of the Company or its Board of  Directors or
stockholders is required,  except to the extent stockholder approval is required
under NASDAQ rules. Each of this Agreement and the Registration Rights Agreement
has been duly validly  executed and delivered by the Company and each instrument
constitutes a valid and binding obligation of the Company enforceable against it
in  accordance  with its terms,  subject to applicable  bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,  moratorium  and similar laws affecting
creditors, rights and remedies generally.

         D.       NON-CONTRAVENTION.  The execution and delivery by the Company
of this Agreement and the  Registration  Rights  Agreement,  the issuance of the
Common  Stock,  and the  consummation  by the Company of the other  transactions
contemplated  hereby and thereby, do not and will not conflict with or result in
a breach by the Company of any of the terms or  provisions  of, or  constitute a
default (or an event which, with notice, lapse of time or both, would constitute
a default) under (i) the Amended and Restated  Certificate of  Incorporation  or
by-laws of the Company,  (ii) except for such conflict,  breach or default which
would not have a Material Adverse Effect, any indenture, mortgage, deed of trust
or other material  agreement or instrument to which the Company is a party or by
which its properties or assets are bound,  or (iii) any law,  rule,  regulation,
decree,  judgment  or order of any  court or public  or  governmental  authority
having  jurisdiction  over the  Company or any of the  Company's  properties  or
assets,  nor is the Company  otherwise  in  violation  of,  conflict  with or in
default under any of the foregoing,  except for such conflict, breach or default
which would not have a Material Adverse Affect.

         E.       APPROVALS.  No authorization, approval or consent of any court
or public or  governmental  authority  is required to be obtained by the Company
for the  issuance  and sale of the Common  Stock to Buyer on the Closing Date as
contemplated  by this  Agreement,  except  such  authorizations,  approvals  and
consents that have been obtained by the Company prior to the Closing Date.

         F.       SEC FILINGS. None of the SEC Filings contained at the time
they were filed any untrue  statement of a material fact or omitted to state any
material fact required to be stated  therein or necessary to make the statements
made  therein,  in light of the  circumstances  under which they were made,  not
misleading.  The  Company  has not  provided  to  Buyer  any  information  that,
according to applicable  law,  rule or  regulation,  should have been  disclosed
publicly  prior to the date  hereof  by the  Company,  but which has not been so
disclosed.

         G.       ABSENCE OF CERTAIN CHANGES.  Except as disclosed in the SEC
Filings,  since September 30, 2000, there has not occurred any change,  event or
development  in the  business,  financial  condition,  prospects  or  results of
operations  of the Company,  and there has not existed any  condition  having or
reasonably likely to have, a Material Adverse Effect.

         H.       FULL DISCLOSURE.  There is no fact known to the Company (other
than general economic or industry conditions known to the public generally) that
has not been fully  disclosed in writing to the Buyer that (i) reasonably  would
be  expected  to have a  Material  Adverse  Effect or (ii)  reasonably  would be
expected  to  materially  and  adversely  affect the  ability of the  Company to
perform its obligations  pursuant to this Agreement or the  Registration  Rights
Agreement.

         I.       ABSENCE OF LITIGATION.  There is no action, suit, claim, pro-
ceeding,  inquiry  or  investigation  pending  or, to the  Company's  knowledge,
threatened, by or before any court or public or governmental authority which, if
determined adversely to the Company, would have a Material Adverse Effect.

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         J.       ABSENCE OF EVENTS OF DEFAULT.  No "Event of Default" (as
defined in any  agreement or  instrument to which the Company is a party) and no
event which,  with notice,  lapse of time or both,  would constitute an Event of
Default (as so  defined),  has occurred  and is  continuing,  which could have a
Material Adverse Effect.

         K.       COMPLIANCE WITH LAWS; PERMITS. The Company is in compliance
with all laws, rules, regulations,  codes, ordinances and statutes (collectively
"Laws")  applicable  to it or to the  conduct of its  business,  except for such
non-compliance  which  would not have a Material  Adverse  Effect.  The  Company
possesses all permits,  approvals,  authorizations,  licenses,  certificates and
consents  from all public and  governmental  authorities  which are necessary to
conduct  its  business,  except for those the  absence of which would not have a
Material Adverse Effect.

         L.       SECURITIES LAW MATTERS. Based, in part, upon the representa-
tions and warranties of Buyer set forth in Section II hereof, the offer and sale
by the  Company  of the Common  Stock is exempt  from (i) the  registration  and
prospectus  delivery  requirements  of the  Securities  Act  and the  rules  and
regulations of the SEC thereunder and (ii) the registration and/or qualification
provisions of all applicable  state  securities and "blue sky" laws.  Other than
pursuant to an effective  registration  statement  under the Securities Act, the
Company has not issued, offered or sold Common Stock (including for this purpose
any  securities  of the same or a  similar  class as the  Common  Stock,  or any
securities  convertible  into or exchangeable or exercisable for Common Stock or
any such other  securities)  within the six-month period next preceding the date
hereof, except as previously disclosed in writing to Buyer.

         M.       TAX MATTERS.  The Company has filed all Tax Returns which it
is  required  to file under  applicable  Laws,  except  for such Tax  Returns in
respect  of which the  failure to so file does not and could not have a Material
Adverse  Effect;  all such Tax  Returns are true and  accurate  in all  material
respects and have been  prepared in compliance  with all  applicable  Laws;  the
Company  has paid all Taxes due and owing by it  (whether  or not such Taxes are
required  to be shown on a Tax Return)  and have  withheld  and paid over to the
appropriate  taxing  authorities  all Taxes which they are  required to withhold
from amounts paid or owing to any employee, stockholder, creditor or other third
parties;  and since  December 31, 1999,  the charges,  accruals and reserves for
Taxes with respect to the Company  (including any provisions for deferred income
taxes)  reflected  on the books of the  Company  are  adequate  to cover any Tax
liabilities of the Company if its current tax year were treated as ending on the
date hereof.

         For purposes of this Section III.M.:

         "TAX" or "TAXES" means federal, state, county, local, foreign, or other
          ---      -----
income, gross receipts, ad valorem, franchise,  profits, sales or use, transfer,
registration, excise, utility, environmental,  communications,  real or personal
property,   capital  stock,   license,   payroll,  wage  or  other  withholding,
employment, social security, severance, stamp, occupation, alternative or add-on
minimum,  estimated and other taxes of any kind whatsoever  (including,  without
limitation, deficiencies, penalties, additions to tax, and interest attributable
thereto) whether disputed or not.

         "TAX  RETURN"  means any  return,  information  report  or filing  with
          -----------
respect to Taxes,  including  any schedules  attached  thereto and including any
amendment thereof.

         N.       INTELLECTUAL PROPERTY.  The Company owns or possesses adequate
and  enforceable  rights to use all patents,  patent  applications,  trademarks,
trademark  applications,  trade  names,  service  marks,  copyrights,  copyright
applications,  licenses,  know-how (including trade secrets and other unpatented
and/or  unpatentable  proprietary  or  confidential   information,   systems  or
procedures)  and other similar rights and proprietary  knowledge  (collectively,
"Intangibles") necessary for the conduct of its business as

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now being conducted.  To the Company's knowledge,  the Company is not infringing
upon or in  conflict  with any right of any other  person  with  respect  to any
Intangibles.  No claims have been asserted by any person to the ownership or use
of any Intangibles and the Company has no knowledge of any basis for such claim.

         O.       NO MISREPRESENTATION. No representation or warranty of the
Company  contained in this Agreement,  any schedule,  annex or exhibit hereto or
any  agreement,  instrument  or  certificate  furnished  by the Company to Buyer
pursuant to this Agreement,  contains any untrue statement of a material fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

         IV.      CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

         A.       RESTRICTIVE LEGEND. Buyer acknowledges and agrees that, upon
issuance  pursuant  to this  Agreement,  the Common  Stock  shall have  endorsed
thereon a legend in substantially the following form (and a stop-transfer  order
may be placed against transfer of the Common Stock:

         "THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR THE SECURITIES LAWS OF ANY STATE,
AND ARE BEING  OFFERED AND SOLD PURSUANT TO AN EXEMPTION  FROM THE  REGISTRATION
REQUIREMENTS  OF THE SECURITIES ACT AND SUCH LAWS.  THESE  SECURITIES MAY NOT BE
SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE  EXEMPTION FROM THE  REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS."

         B.       FILINGS. The Company shall make all necessary SEC and "blue
sky" filings  required to be made by the Company in connection  with the sale of
the Common Stock to the Buyer as required by all applicable Laws.

         C.       REPORTING STATUS.  So long as the Buyer beneficially owns any
of the Common Stock,  the Company shall use its best efforts to file all reports
required  to be filed by it with the SEC  pursuant to Section 13 or 15(d) of the
Exchange Act.

         D.       REGISTRATION RIGHTS AGREEMENT.  The Company shall cause the
Registration Rights Agreement to remain in full force and effect and the Company
shall comply in all material respects with the terms thereof.

         E.       NOTICE OF CERTAIN EVENTS  AFFECTING  REGISTRATION. The Company
will  immediately  notify the Buyer upon the  occurrence of any of the following
events in respect of a registration  statement or related  prospectus in respect
of an offering of the Common  Stock;  (i) receipt of any request for  additional
information  by the SEC or any other  federal  or state  governmental  authority
during the period of effectiveness of the Registration  Statement to be supplied
by  amendments  or  supplements  to  the   registration   statement  or  related
prospectus;  (ii)  the  issuance  by the  SEC  or any  other  federal  or  state
governmental  authority of any stop order  suspending the  effectiveness  of the
Registration  Statement or the initiation of any  proceedings  for that purpose;
(iii)  receipt  of  any  notification  with  respect  to the  suspension  of the
qualification  or exemption  from  qualification  of any of the Common Stock for
sale in any  jurisdiction or the initiation or threatening of any proceeding for
such purpose;  (iv) the happening of any event that makes any statement  made in
the Registration Statement or related prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect

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or that  requires  the  making of any  changes  in the  Registration  Statement,
related  prospectus  or  documents  so  that,  in the  case of the  Registration
Statement,  it will not contain any untrue  statement of a material fact or omit
to state any material  fact  required to be stated  therein or necessary to make
the  statements  therein  not  misleading,  and that in the case of the  related
prospectus,  it will not contain any untrue statement of a material fact or omit
to state any material  fact  required to be stated  therein or necessary to make
the statements  therein, in the light of the circumstances under which they were
made, not  misleading;  and (v) the Company's  reasonable  determination  that a
post-effective amendment to the Registration Statement would be appropriate; and
the  Company  will  promptly  make  available  to Buyer any such  supplement  or
amendment to the related prospectus.

         V.       CLOSING DATE.

         The date and time of the  issuance  and sale of the  Common  Stock (the
"Closing Date") shall be 12:00 a.m.,  Pacific Time, on the date which is 10 days
after all conditions to the parties'  obligations have been fulfilled or waived,
or as otherwise mutually agreed upon by the parties in writing. The issuance and
sale of the Common  Stock shall occur on the Closing  Date at the offices of the
Escrow Agent.

         VI.      CONDITIONS TO THE COMPANY'S OBLIGATIONS.

         The Buyer understands that the Company's  obligation to sell the Common
Stock on the Closing Date to Buyer  pursuant to this  Agreement  is  conditioned
upon:

         A.       Delivery by Buyer of the Purchase Price;

         B.       The  accuracy in all  material  respects on the Closing  Date
of the representations and warranties of Buyer contained in this Agreement as if
made on the Closing Date (except for  representations  and warranties  which, by
their express terms,  speak as of and relate to a specified  date, in which case
such accuracy shall be measured as of such specified  date) and the  performance
by Buyer in all material respects on or before the Closing Date of all covenants
and  agreements  of  Buyer  required  to be  performed  by it  pursuant  to this
Agreement on or before the Closing Date;

         C.       There shall not be in effect any Law or order,  ruling,  judg-
ment or writ of any  court or  public  or  governmental  authority  restraining,
enjoining or otherwise prohibiting any of the transactions  contemplated by this
Agreement.

         D.       Receipt of the approval of the Company's stockholders of the
transactions contemplated hereby.

         VII.     CONDITIONS TO BUYER'S OBLIGATIONS.

         The Company  understands that Buyer's obligation to purchase the Common
Stock on the Closing Date pursuant to this Agreement is conditioned upon:

         A.       Delivery by the Company of one or more certificates (I/N/O
Buyer) evidencing the Common Stock to be purchased by Buyer pursuant to this
Agreement;

         B. The  accuracy in all  material  respects on the Closing  Date of the
representations  and warranties of the Company contained in this Agreement as if
made on the Closing Date (except for  representations  and warranties  which, by
their express terms,  speak as of and relate to a specified  date, in which case
such accuracy shall be measured as of such specified  date) and the  performance
by the

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Company in all material  respects on or before the Closing Date of all covenants
and  agreements  of the Company  required to be performed by it pursuant to this
Agreement on or before the Closing Date;

         C.       Buyer having received an opinion of counsel for the Company,
dated the Closing Date, in form, scope and substance reasonably satisfactory to
the Buyer.

         D.       There shall not be in effect any Law or order,  ruling,  judg-
ment or writ of any  court or  public  or  governmental  authority  restraining,
enjoining or otherwise prohibiting any of the transactions  contemplated by this
Agreement.

         VIII.    TERMINATION.

         A.       TERMINATION BY MUTUAL WRITTEN CONSENT. This Agreement may be
terminated and the transactions  contemplated  hereby may be abandoned,  for any
reason and at any time prior to the Closing Date, by the mutual written  consent
of the Company and Buyer.

         B.       TERMINATION  BY  THE  COMPANY  OR  BUYER.  This  Agreement may
be  terminated  and the  transactions  contemplated  hereby may be  abandoned by
action of the Company or Buyer if (i) the Closing  shall not have occurred at or
prior to 5:00 p.m., New York City time, on _______________;  PROVIDED,  HOWEVER,
that the right to terminate this Agreement pursuant to this Article X.B(i) shall
not be  available to any party whose  failure to fulfill any of its  obligations
under this  Agreement  has been the cause of or  resulted  in the failure of the
Closing to occur at or before  such time and date or (ii) any court or public or
governmental authority shall have issued an order, ruling,  judgment or writ, or
there  shall  be  in  effect  any  Law,  restraining,   enjoining  or  otherwise
prohibiting  the  consummation of any of the  transactions  contemplated by this
Agreement.

         C.       TERMINATION  BY BUYER.  This  Agreement may be  terminated and
the transactions contemplated hereby may be abandoned by Buyer at any time prior
to the  Closing  Date,  if (i) the  Company  shall have  failed to comply in any
material  respect  with any of its  covenants  or  agreements  contained in this
Agreement  or (ii) there shall have been a breach by the Company with respect to
any representation or warranty made by it in this Agreement.

         D.       TERMINATION BY THE COMPANY. This Agreement may be terminated
and the transactions  contemplated hereby may be abandoned by the Company at any
time prior to the Closing  Date, if (i) Buyer shall have failed to comply in any
material  respect  with any of its  covenants  or  agreements  contained in this
Agreement  or (ii) there  shall have been a breach by Buyer with  respect to any
representation or warranty made by it in this Agreement.

         IX.      SURVIVAL; INDEMNIFICATION.

         A.       The  representations,  warranties  and covenants made by each
of the Company and Buyer in this Agreement, the annexes,  schedules and exhibits
hereto  and in each  instrument,  agreement  and  certificate  entered  into and
delivered by them pursuant to this Agreement,  shall survive the Closing and the
consummation of the transactions  contemplated  hereby. In the event of a breach
or violation of any of such representations,  warranties or covenants, the party
to whom such representations,  warranties or covenants have been made shall have
all rights and remedies  for such breach or violation  available to it under the
provisions  of  this  Agreement  or  otherwise,  whether  at law  or in  equity,
irrespective of any investigation made by or on behalf of such party on or prior
to the Closing Date.

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<PAGE>

         B.       The Company  hereby agrees to indemnify and hold harmless the
Buyer, its Affiliates and their  respective  officers,  directors,  partners and
members  (collectively,  the "Buyer Indemnitees"),  from and against any and all
losses,  claims,  damages,  judgments,  penalties,  liabilities and deficiencies
(collectively,  "Losses"), and agrees to reimburse the Buyer Indemnitees for all
out-of-pocket  expenses  (including  the  reasonable  fees and expenses of legal
counsel),  in each case promptly as incurred by the Buyer Indemnitees and to the
extent arising out of or in connection with:

                  1.       any misrepresentation, omission of fact or breach of
         any of the Company's  representations  or warranties  contained in this
         Agreement, the annexes, schedules or exhibits hereto or any instrument,
         agreement  or  certificate  entered  into or  delivered  by the Company
         pursuant to this Agreement; or

                  2.       any  failure by the  Company  to  perform  in any
         material  respect any of its  covenants,  agreements,  undertakings  or
         obligations  set forth in this  Agreement,  the  annexes,  schedules or
         exhibits  hereto or any  instrument,  agreement or certificate  entered
         into or delivered by the Company pursuant to this Agreement.

         C.       Buyer hereby agrees to indemnify and hold harmless the
Company, its Affiliates and their respective officers,  directors,  partners and
members (collectively, the "Company Indemnitees"),  from and against any and all
Losses,  and agrees to reimburse the Company  Indemnitees for all  out-of-pocket
expenses (including the reasonable fees and expenses of legal counsel),  in each
case promptly as incurred by the Company  Indemnitees  and to the extent arising
out of or in connection with:

                  1.       any misrepresentation, omission of fact, or breach of
         any  of  Buyer's   representations  or  warranties  contained  in  this
         Agreement, the annexes, schedules or exhibits hereto or any instrument,
         agreement or certificate entered into or delivered by Buyer pursuant to
         this Agreement; or

                  2.       any failure by Buyer to perform in any material
         respect any of its covenants,  agreements,  undertakings or obligations
         set forth in this Agreement or any instrument, certificate or agreement
         entered into or delivered by Buyer pursuant to this Agreement.

         D.       Promptly   after   receipt   by  either   party   hereto seek-
ing  indemnification  pursuant to this  Section IX (an  "Indemnified  Party") of
written  notice  of any  investigation,  claim,  proceeding  or other  action in
respect  of which  indemnification  is  being  sought  (each,  a  "Claim"),  the
Indemnified  Party promptly shall notify the party against whom  indemnification
pursuant to this  Section IX is being sought (the  "Indemnifying  Party") of the
commencement thereof; but the omission to so notify the Indemnifying Party shall
not relieve it from any liability that it otherwise may have to the  Indemnified
Party, except to the extent that the Indemnifying Party is materially prejudiced
and  forfeits  substantive  rights and  defenses by reason of such  failure.  In
connection with any Claim,  the  Indemnifying  Party shall be entitled to assume
the defense thereof.  Notwithstanding the assumption of the defense of any Claim
by the Indemnifying  Party, the Indemnified Party shall have the right to employ
separate  legal  counsel  (together  with  appropriate  local  counsel)  and  to
participate in the defense of such Claim, and the Indemnifying  Party shall bear
the  reasonable  fees,  out-of-pocket  costs and expenses of such separate legal
counsel to the Indemnified  Party if (and only if): (x) the  Indemnifying  Party
shall have agreed to pay such fees,  out-of-pocket  costs and expenses,  (y) the
Indemnified  Party and the  Indemnifying  Party  reasonably shall have concluded
that  representation of the Indemnified Party and the Indemnifying  Party by the
same   legal   counsel   would  not  be   appropriate   due  to  actual  or,  as
reasonably-determined by legal counsel to the Indemnified Party, (i) potentially
differing  interests  between such parties in the conduct of the defense of such
Claim, or (ii) if there may be legal defenses available to the Indemnified Party
that are in addition to

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<PAGE>

or disparate from those available to the Indemnifying Party and which can not be
presented by counsel to the Indemnifying  Party, or (z) the  Indemnifying  Party
shall  have  failed to  employ  legal  counsel  reasonably  satisfactory  to the
Indemnified  Party  within a  reasonable  period  of time  after  notice  of the
commencement  of such Claim.  If the  Indemnified  Party employs  separate legal
counsel in  circumstances  other than as  described  in clauses  (x), (y) or (z)
above,  the fees,  costs  and  expenses  of such  legal  counsel  shall be borne
exclusively by the Indemnified Party. Except as provided above, the Indemnifying
Party  shall not,  in  connection  with any Claim in the same  Jurisdiction,  be
liable for the fees and expenses of more than one firm of legal  counsel for the
Indemnified  Party (together with appropriate  local counsel).  The Indemnifying
Party shall not,  without the prior  written  consent of the  Indemnified  Party
(which  consent shall not  unreasonably  be withheld),  settle or compromise any
Claim or  consent  to the  entry  of any  judgment  that  does  not  include  an
unconditional release of the Indemnified Party from all liabilities with respect
to such Claim or judgment.

         E.       In  the  event  one  party  hereunder   should  have  a  claim
for indemnification  that does not involve a claim or demand being asserted by a
third party,  the Indemnified  Party promptly shall deliver notice of such claim
to the  Indemnifying  Party. If the Indemnified  Party disputes the claim,  such
dispute shall be resolved by mutual  agreement of the Indemnified  Party and the
Indemnifying  Party  or by  binding  arbitration  in San  Francisco,  California
conducted in accordance with the commercial procedures and rules of the American
Arbitration Association. Judgment upon any award rendered by any arbitrators may
be entered in any court having competent jurisdiction thereof.

         X.       GOVERNING LAW: MISCELLANEOUS.

         This Agreement  shall be governed by and interpreted in accordance with
the laws of the State of  California,  without  regard to the  conflicts  of law
principles of such state.  Each of the parties  consents to the  jurisdiction of
the  federal  courts  whose  districts  encompass  any  part of the  City of San
Francisco or the state courts of the State of California  sitting in the City of
San Francisco in connection  with any dispute  arising under this  Agreement and
hereby waives, to the maximum extent permitted by law, any objection,  including
any  objection  based on  FORUM  NON  CONVENIENS,  to the  bringing  of any such
proceeding  in such  jurisdictions.  A  facsimile  transmission  of this  signed
Agreement shall be legal and binding on all parties  hereto.  This Agreement may
be  signed  in one or more  counterparts,  each of  which  shall  be  deemed  an
original.  The headings of this  Agreement are for  convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement.  If any
provision  of  this  Agreement  shall  be  invalid  or   unenforceable   in  any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or  enforceability  of the  remainder  of  this  Agreement  or the  validity  or
enforceability of this Agreement in any other  jurisdiction.  This Agreement may
be amended only by an  instrument  in writing  signed by the party to be charged
with   enforcement.   This  Agreement   supersedes  all  prior   agreements  and
understandings  among the  parties  hereto with  respect to the  subject  matter
hereof.

         XI.     NOTICES. Except as may be otherwise provided herein, any notice
or other  communication or delivery required or permitted  hereunder shall be in
writing and shall be delivered  personally  or sent by certified  mail,  postage
prepaid, or by a nationally  recognized  overnight courier service, and shall be
deemed given when so delivered  personally or by overnight courier service,  or,
if mailed,  three (3) days after the date of deposit in the United States mails,
as follows:

         (1)      if to the Company, to:

                  Adatom.com, Inc.
                  920 Hillview Court, Suite 160
                  Milpitas, California 95305

                                      E-31

<PAGE>

                  Attention: Richard Barton

                  with a copy to:

                  Henry D. Evans, Jr., Esq.
                  McCutchen, Doyle, Brown & Enersen, LLP
                  3 Embarcadero Center
                  San Francisco, California 94111-4067

         (2)  if to Buyer, to the address set forth on the signature page hereof

         with a copy to:

                  -----------------------
                  -----------------------
                  -----------------------
                  -----------------------

The Company or Buyer may change the foregoing  address by notice given  pursuant
to this Section XI.

         XII.     CONFIDENTIALITY. Each of the Company and Buyer agrees to keep
confidential  and not to  disclose  to or use for the benefit of any third party
the  terms  of this  Agreement  or any  other  information  which at any time is
communicated by the other party as being confidential  without the prior written
approval of the other party;  provided,  however,  that this provision shall not
apply to information  which,  at the time of disclosure,  is already part of the
public domain  (except by breach of this  Agreement)  and  information  which is
required to be disclosed by law (including, without limitation, pursuant to Item
10 of Rule 601 of Regulation S-K under the Securities Act and the Exchange Act).

         XIII.    ASSIGNMENT. This Agreement shall not be assignable by either
of the parties hereto prior to the Closing  without the prior written consent of
the other party, and any attempted  assignment contrary to the provisions hereby
shall be null and void; PROVIDED,  HOWEVER, that Buyer may assign its rights and
                        --------   -------
obligations  hereunder,  in whole  or in part,  to any  affiliate  of Buyer  who
furnishes to the Company the representations and warranties set forth in Section
II hereof and otherwise agrees to be bound by the terms of this Agreement.

         XIV.     BROKERS. Each of the parties hereto represents that it has had
no dealings in connection  with this  transaction  with any finder or broker who
will demand payment of any fee or commission  from the other party.  The Company
on the one hand,  and Buyer,  on the other hand,  agree to  indemnify  the other
against and hold the other  harmless from any and all  liabilities to any person
claiming brokerage commissions or finder's fees on account of services purported
to have been rendered on behalf of the  indemnifying  party in  connection  with
this Agreement or the transactions contemplated hereby.



                                      E-32

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement on the date first above written.

                                 ADATOM.COM, INC.



                                 By: /s/ RICHARD S. BARTON
                                     ----------------------------------
                                     Name: Richard S. Barton
                                     Title:   President

                                 BUYER

                                 Name:
                                      ---------------------------------


                                 By: /s/ LI YUAN HAO
                                     ----------------------------------
                                     Name: Li Yuan Hao
                                     Title:


Jurisdiction of Incorporation:

Address:

                           --------------------
                           --------------------
                           --------------------
Telephone No.              --------------------
Fax No.                    --------------------
e-mail                     --------------------



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