<PAGE>
                                                                    EXHIBIT 10.2


                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

                                  by and among

                          CREATIVE ARTISTS AGENCY LLC,

                             CODIKOW & CARROLL, PC,

                                4 FINI, INC., and

                                   VANS, INC.




                                       and

                               LAUNCH MEDIA, INC.

                                       and

                                  C.C.R.L., LLC

                          Dated as of February 15, 2002


<PAGE>

                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

        This MEMBERSHIP INTEREST PURCHASE AGREEMENT dated February __, 2002 (the
"Execution Date"), by and among Creative Artists Agency LLC, Codikow & Carroll,
PC, 4 Fini, Inc. (collectively, the "Founders"), and Vans, Inc. ("Vans")
(individually each Founder and Vans a "Purchaser" and collectively, the
"Purchasers"), C.C.R.L., LLC, a California limited liability company
("Company"), and Launch Media, Inc., a Delaware corporation ("Seller").

        WHEREAS, the Company is in the business of creating, producing,
marketing and promoting the Vans Warped Tour (the "Business");

        WHEREAS, pursuant to that certain prior membership interest purchase
agreement dated June 12, 2000, by and among Seller as purchaser and Purchasers
as sellers (the "Prior Purchase Agreement") and related agreements, Seller
acquired from Purchasers all of the issued and outstanding equity interests in
the Company (the "Membership Interests");

        WHEREAS, pursuant to a purchase agreement of even date herewith by and
between Vans and the Founders (the "First Purchase Agreement"), the Founders
have sold to Vans 55% of the aggregate rights, title and interests of all of the
parties in and to the "Earn-Out Payments", as hereinafter defined, which the
Founders and Vans agree shall entitle Vans to purchase 70% of the Membership
Interests and each of the Founders 10% of the Membership Interests, pursuant to
this Agreement;

        WHEREAS, on the terms and subject to the conditions contained herein and
for the consideration set forth below, Purchasers desire to re-acquire the
Membership Interests from Seller and Seller desires to sell the Membership
Interests back to Purchasers, in the percentages set forth in Schedule 2.1;

        WHEREAS, pursuant to the "Terms and Conditions of the Earn-Out Payment"
attached as Exhibit B to the Prior Purchase Agreement, Seller agreed to make
five (5) annual payments to Purchasers and a balloon payment on January 1, 2005
(collectively, the "Earn-Out Payments"); and

        WHEREAS, in connection with Purchasers' re-acquisition of the Membership
Interests, the parties have agreed, except as provided herein, to terminate the
Prior Purchase Agreement and the Prior Services Agreements, including any and
all obligations of Seller with respect to any Earn-Out Payments.

        NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, agreements and warranties herein contained, the parties hereby agree
as follows:


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                                    ARTICLE I

                                   DEFINITIONS

        1.1 Definitions. Unless otherwise defined in this Agreement, the
following terms shall have the meanings herein ascribed to such terms:

        "AAA" shall have the meaning set forth in Section 8.15(e).

        "Actual Knowledge" shall mean the actual knowledge of any executive
officer of the Purchasers or Seller without the duty to investigate, except for
whatever investigation any Purchaser or Seller chooses in its sole discretion to
undertake.

        "Affiliate" shall mean, with respect to any specified Person: (1) any
other Person which, directly or indirectly, owns or controls, is under common
ownership or control with, or is owned or controlled by, such specified Person;
and (2) any immediate family member of the specified Person or any of the
foregoing Persons, or any relative of such immediate family member; provided,
however, that Danny Goldberg shall not be deemed to be an Affiliate of C & C or
Codikow, Carroll, Guido & Groffman, LLP. As used in this definition, the term
"control" (including the terms "controlled by" and "under common control with")
means the possession, directly or indirectly, of the power to (a) vote twenty
percent (20%) or more of the outstanding voting securities of such Person, or
(b) otherwise direct the management policies of such Person by contract or
otherwise.

        "Aggregate Consideration" shall have the meaning set forth in Section
2.1(d).

        "Agreement" shall mean this Membership Interest Purchase Agreement,
including all exhibits and schedules hereto, as amended from time to time.

        "Approval" shall mean any approval, authorization, consent, license,
franchise, order or permit of or by, notice to, or filing or registration with,
a Person.

        "Assignment and Assumption Agreement" shall mean an assignment and
assumption agreement between Seller and the Company with respect to the transfer
from Seller to the Company of (i) the agreement, dated January 30, 2001, between
Sony Computer Entertainment America and Launch Media, Inc. and (ii) the letter
of intent, dated February 4, 2002, between Snapple Beverage Corporation and
Launch Media, Inc.

        "Barter Value" shall have the meaning set forth in Section 2.7(c).

        "Base Sponsorship Revenues" shall have the meaning set forth in Section
2.7(a).

        "Benefit Plans" shall have the meaning set forth in Section 3.17.

        "Business" shall have the meaning set forth in the first Recital.


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        "Business Day" shall mean any day of the year other than: (i) any
Saturday or Sunday; and (ii) any other day on which banks located in California
generally are closed for business.

        "CAA" shall mean Creative Artists Agency LLC.

        "Cash Purchase Price" shall have the meaning set forth in Section
2.1(a).

        "C&C" shall mean Codikow & Carroll, PC.

        "Closing" shall mean the consummation of the Sale and the other
transactions contemplated pursuant to Article VI.

        "Closing Date" shall have the meaning set forth in Section 6.1.

        "Code" shall mean the United States Internal Revenue Code of 1986, as
amended.

        "Company Documents" shall have the meaning set forth in Section 3.30(a).

        "Company's Intellectual Property" shall mean any and all Intellectual
Property owned by the Company. Company Intellectual Property shall include, but
is not limited to the mark "WARPED Tour" in the United States or in the
territories outside the United States in which the Company has operated and the
URL "www.warpedtour.com."

        "Confidential Information" shall mean all non-public technical,
proprietary, commercial, financial, and other information (irrespective of the
form of such information) owned by or concerning Company and its business and
operations.

        "Contract" shall mean any contract, lease, commitment, understanding,
sales order, purchase order, agreement, indenture, mortgage, note, bond, right,
warrant, instrument, plan, permit or license, whether written or oral, that is
binding and enforceable.

        "Demand(s)" shall have the meaning set forth in Section 8.15(d).

        "Dispute(s)" shall have the meaning set forth in Section 8.15(a).

        "Dollars" or numbers preceded by the symbol "$" shall mean amounts in
United States Dollars.

        "Domain Name" shall mean the homepage located at the URL "www.
warpedtour.com".

        "Earn-Out Payments" shall have the meaning set forth in the fifth
Recital.

        "Environmental Law" shall mean any Law which relates to, or otherwise
imposes liability or standards of conduct concerning, mining or reclamation of
mined land, discharges, emissions, releases or threatened releases of noises,
odors or any pollutants, contaminants or hazardous or toxic wastes, substances
or materials, whether as matter or energy, into ambient air,


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water, or land, or otherwise relating to the manufacture, processing,
generation, distribution, use, treatment, storage, disposal, cleanup, transport
or handling of pollutants, contaminants, or hazardous or toxic wastes,
substances or materials, including (but not limited to) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, the Superfund
Amendments and Reauthorization Act of 1986, as amended, the Resource
Conservation and Recovery Act of 1976, as amended, the Toxic Substances Control
Act of 1976, as amended, the Federal Water Pollution Control Act Amendments of
1972, the Clean Water Act of 1977, as amended, any so-called "Superlien" law,
and any other similar federal, state or local statutes.

        "Environmental Permit" shall mean any permit, license, approval, consent
or other authorization required by, or pursuant to, any applicable Environmental
Law.

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

        "ERISA Affiliate" means, with respect to any Person, any corporation,
trade or business which, together with such Person, is a member of a controlled
group of corporations or a group of trades or businesses under common control
within the meaning of Section 414 of the Code.

        "Execution Date" shall mean February 15, 2002.

        "Financial Statement" shall mean the unaudited income statement, which
excludes sponsorship revenue, with respect to the Company for the nine months
ending September 30, 2001, which is included in Schedule 3.5(a).

        "First Purchase Agreement" shall have the meaning set forth in the third
Recital.

        "Founder's Knowledge" shall have the meaning set forth in Section
8.4(b).

        "4 Fini" shall mean 4 Fini, Inc.

        "GAAP" shall mean U.S. generally accepted accounting principles at the
time in effect.

        "Governmental Authority" shall mean the government of the United States
or any foreign country or any state or political subdivision thereof, and any
entity, body or authority exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government, including
the Pension Benefit Guaranty Corporation and other quasi-governmental entities
established to perform such functions.

        "Hazardous Substance" shall mean any material or substance that: (i)
constitutes a hazardous substance, toxic substance or pollutant (as such terms
are defined by or pursuant to any Environmental Law); or (ii) is regulated or
controlled as a hazardous substance, toxic substance, pollutant or other
regulated or controlled material, substance or matter pursuant to any
Environmental Law.


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        "Indemnifiable Claim" shall mean a Purchaser Indemnifiable Claim or a
Seller Indemnifiable Claim.

        "Indemnifiable Expenses" shall mean all costs and expenses arising out
of or relating to any Loss, including attorneys' fees and expenses and costs of
investigation and litigation in defense or enforcement of an Indemnifiable
Claim.

        "Indemnified Person" shall mean the Person or Persons entitled to, or
claiming a right to, indemnification under Article VII.

        "Indemnifying Person" shall mean the Person or Persons claimed by the
Indemnified Person to be obligated to provide indemnification under Article VII.

        "Intellectual Property" shall mean any and all trademarks, tradenames,
service marks, patents, copyrights (including any registrations, applications,
licenses or rights relating to any of the foregoing), technology, trade secrets,
inventions, know-how, designs, computer programs, processes, and all other
intangible assets, properties and rights.

        "IRS" shall mean the Internal Revenue Service.

        "Knowledge" shall mean what is known or what should have been known,
after due inquiry, by the executive officers of the representing party.

        "Law" shall mean any law, statute, regulation, ordinance, rule, order,
decree, judgment, consent decree, settlement agreement or governmental
requirement enacted, promulgated, entered into, agreed or imposed by any
Governmental Authority.

        "Lien" shall mean any mortgage, lien (except for any lien for taxes not
yet due and payable), charge, restriction, pledge, assessment, security
interest, option, lease or sublease, claim, right of any third party, easement,
encroachment or encumbrance.

        "Loss" or "Losses" shall mean any and all liabilities, losses, costs,
claims, damages (including consequential damages), penalties and Indemnifiable
Expenses.

        "Major Promoters" shall have the meaning set forth in Section 3.26.

        "Major Vendors" shall have the meaning set forth in Section 3.26.

        "Material Adverse Change" shall mean a material adverse change (or
circumstance reasonable likely to involve a prospective change) in the business,
operations, assets, liabilities, results of operations, cash flows, condition
(financial or otherwise) or prospects of the Company; provided, however, in the
event such Material Adverse Change can be quantified, it must be equal to an
amount greater than $500,000.

        "Material Adverse Effect" shall mean any one or more facts, events,
conditions or effects (or circumstance reasonably likely to involve prospective
facts, events, conditions or


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effects) which singularly or in the aggregate has or would likely give rise to a
Material Adverse Change.

        "Membership Interests" shall have the meaning set forth in the second
Recital.

        "Operating Agreement" shall have the meaning set forth in Section
3.4(a).

        "Person" shall mean any individual, corporation, proprietorship, firm,
partnership, limited partnership, trust, association or other entity.

        "Prior Agreement Major Promoter" shall mean a "Major Promoter" as such
term was defined in the Prior Purchase Agreement.

        "Prior Agreement Major Vendor" shall mean a "Major Vendor" as such term
was defined in the Prior Purchase Agreement.

        "Prior Closing" shall mean the closing of the transaction contemplated
by the Prior Purchase Agreement.

        "Prior Purchase Agreement" shall have the meaning set forth in the
second Recital.

        "Prior Sellers" shall mean the "Sellers" as such term was defined in the
Prior Purchase Agreement.

        "Prior Services Agreement Breach" shall have the meaning set forth in
Section 8.4(b).

        "Prior Services Agreements" shall have the meaning set forth in Section
2.5(a).

        "Purchased Assets" shall mean all of the assets: (i) owned, leased or
licensed by the Company or (ii) owned, leased or licensed by the Seller or its
Affiliates and either (y) used in the operation of the Business prior to the
Prior Closing or (z) principally used in the operation of the Company, except as
expressly set forth in Schedule 1.1.

        "Purchaser Indemnifiable Claims" shall have the meaning set forth in
Section 7.2.

        "Purchasers' Indemnified Parties" shall mean each Purchaser and each of
its Affiliates (including, after the Closing, the Company), and their respective
officers, directors, employees, members, managers, agents and representatives;
provided that in no event shall the Seller or an Affiliate thereof be deemed a
Purchasers' Indemnified Party.

        "Purchasers' Indemnifying Parties" shall mean the each of the
Purchasers, severally and not jointly.

        "Purchasers' Representative" shall have the meaning set forth in Section
7.9.

        "Real Property" shall have the meaning set forth in Section 3.9.


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        "Related Agreements" shall mean the Sponsorship Agreement and the
Assignment and Assumption Agreement.

        "Sale" shall have the meaning set forth in Section 2.1.

        "Securities Act" shall mean the Securities Act of 1933, as amended.

        "Seller Indemnifiable Claims" shall have the meaning set forth in
Section 7.3.

        "Seller Indemnified Parties" shall mean the Seller, its officers,
directors, employees, members, managers, agents and representatives and its
Affiliates (but not including the Company); provided that in no event shall any
Purchaser or an Affiliate thereof be deemed a Seller Indemnified Party.

        "Seller's Knowledge" shall have the meaning set forth in Section 8.4(d).

        "Seller's Objection Notice" shall have the meaning set forth in Section
2.7(b).

        "Seller's Objection Period" shall have the meaning set forth in Section
2.7(b).

        "Sponsorship Agreement" shall mean the sponsorship agreement for the
2002 Summer Tour executed at the Closing by Seller and the Company and as
attached as Exhibit A hereto.

        "Subsequent Purchase Agreement" shall have the meaning set forth in the
fourth Recital.

        "Subsidiaries" shall mean, with respect to a specified Person, each
corporation, partnership, or other entity in which the specified Person owns or
controls, directly or indirectly, through one or more intermediaries,
twenty-five percent (25%) or more of the stock or other interests having general
voting power in the election of directors or Persons performing similar
functions, or in which the specified Person owns or controls rights to
twenty-five percent (25%) or more of any distributions.

        "Taxes" shall mean all taxes, charges, fees, duties, levies or other
assessments, including income, gross receipts, net proceeds, ad valorem,
turnover, real and personal property (tangible and intangible), sales, use,
franchise, excise, value added, stamp, leasing, lease, user, transfer, fuel,
excess profits, occupational, interest equalization, windfall profits,
severance, employee's income withholding, other withholding, unemployment and
Social Security taxes, which are imposed by any Governmental Authority, and such
term shall include any interest, penalties or additions to tax attributable
thereto.

        "Tax Return" shall mean any report, return or other information required
to be supplied to a Governmental Authority in connection with any Taxes.

        "Tax Statute of Limitations Date" shall mean the close of business on
the 90th day after the expiration of the applicable statute of limitations with
respect to Taxes, including any extensions thereof (or if such date is not a
Business Day, the next Business Day).


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        "Tax Warranty" shall mean a representation or warranty in Section 3.17
or Section 3.20.

        "Title and Authorization Warranty" shall mean a representation or
warranty in Sections 3.2, 3.3(a), 3.3(b), 3.3(d) and 3.4.

        "Tour" shall mean the Vans Warped Tour.

        "Transaction Documents" shall mean this Agreement, all Exhibits and
Schedules hereto and all Closing deliveries.

        "2002 Sponsorship Revenues" shall have the meaning set forth in Section
2.7(a).

        "2002 Summer Tour" shall mean the Tour's 2002 North American Summer
tour.

        "2002 Summer Tour Associate Sponsor Status" shall have the meaning set
forth in Section 2.8.

        "2002 Tour Year" shall mean October 1, 2001 to September 30, 2002.

        "Website" shall mean the website located at http://www. warpedtour.com.

        "Wire Transfer Instructions" shall mean, with respect to wire transfers
being sent to Seller, the following:

        To:    Comerica Bank, California
               Address: 226 Airport Parkway
               Branch 948
               San Jose CA 95110
               ABA: 121137522
               SWIFT: MNBDUS33
               Favor: Yahoo! Inc.
               Account: 1891538363
               Ref: Please provide details of payment

        "Yahoo" shall have the meaning set forth in Section 2.4.

                                   ARTICLE II

                   SALE AND PURCHASE OF MEMBERSHIP INTERESTS;
                         ADDITIONAL TERMS AND AGREEMENTS

        2.1 Sale and Purchase. In consideration of


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            (a) one million two hundred thousand dollars ($1,200,000) payable in
cash at the Closing by wire transfer of immediately available funds pursuant to
the Wire Transfer Instructions by Purchasers to Seller as set forth in Schedule
2.1 (the "Cash Purchase Price");

            (b) 2002 Sponsorship Revenues (as defined in Section 2.7 herein)
payable by the Company to Seller as set forth in Section 2.7 below;

            (c) 2002 Summer Tour Associate Sponsor Status (as defined in Section
2.8 herein) for the 2002 Tour; and

            (d) the full and complete satisfaction of all of Seller's
obligations to each Purchaser (i) under the Prior Purchase Agreement with
respect to any Earn-Out Payments and (ii) under the Prior Services Agreements,
as defined in Section 2.6 (the consideration set forth in clauses (a), (b), (c)
and (d) of this sentence being collectively referred to as the "Aggregate
Consideration"),

Seller hereby sells to Purchasers all of the Membership Interests in the
Company, free and clear of all Liens, and each Purchaser hereby purchases from
Seller that percentage of the Membership Interests set forth on Schedule 2.1
attached hereto (the "Sale").

        2.2 Acceptance of Membership Interests. Subject to the terms and
conditions of this Agreement and except as set forth in Section 2.6 below, each
Purchaser is receiving the Membership Interests and accepts the Membership
Interests in exchange for the Aggregate Consideration.

        2.3 Termination of Rights in Tour. In consideration of the mutual
promises contained herein, except for the 2002 Summer Tour Sponsorship Revenues
and the 2002 Summer Tour Associate Sponsorship Status, Seller hereby agrees that
all of Seller's rights and interests in and to the Tour and all past and future
Tour activities shall hereby terminate effective as of the Closing.

        2.4 Ownership of the Domain Name and the Website. The parties
acknowledge and agree that Codikow, Carroll, Guido & Groffman, LLP, pursuant to
their Services Agreement with the Company dated as of the date hereof shall take
all steps to transfer and assign all right, title and interest in the Domain
Name from Yahoo! Inc. ("Yahoo"), the Company's ultimate parent, to the Company
as soon as reasonably practicable subsequent to the Closing (but in no event
later than February 22, 2002), including, without limitation, preparing and
filing all documentation to effect such transfer. Seller shall cause its
Affiliates to assist and cooperate _with the Company in such transfer process by
signing any documents that need to be executed by Seller or its Affiliates in
order to effect such transfer and the Seller shall pay any and all filing fees
in connection therewith. Seller further agrees to (a) as soon as reasonably
practicable subsequent to the Closing (but in no event later than 15 days after
the Closing), consummate the transfer and assignment to the Company, at the
Seller's sole cost and expense, of the Website Microsoft ASP source code and all
artwork and graphics relating to the Website and (b) generate a customer list
associated with the Website, consisting of approximately 1,500 email addresses


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of those individuals who previously registered for the Tour on the Website. Such
customer list will be provided to the Company as soon as reasonably practicable
subsequent to the Closing (but in no event later than February 22, 2002). Seller
also agrees to have appropriate employees reasonably available by phone without
charge for three months following the transfer and assignment of the Domain Name
to answer questions from Vans and/or the Company regarding the Domain Name.

        2.5 Prior Services and Purchase Agreements.

            (a) Each of the parties hereto acknowledge and agree that,
notwithstanding the terms thereof, as of the effective time of the Closing (i)
the Services Agreements between the Company and each of the Founders (the "Prior
Services Agreements"), shall each be modified and amended to provide that the
Prior Services Agreements shall terminate and be of no further force or effect,
(ii) Seller made its final payments pursuant to the Prior Services Agreements on
August 31, 2001, and (iii) Seller shall have no obligation to make any further
payments in connection therewith (including, without limitation the
reimbursement of expenses). Notwithstanding the foregoing or anything contrary
contained herein or in the Prior Services Agreements, it is expressly
acknowledged and agreed that (i) pursuant to Section 2(e) of the Prior Services
Agreements, each of Sections 8 and 17 of the Prior Services Agreements shall
survive the termination of the Prior Services Agreements in accordance with the
terms of Section 2(e) of the Prior Services Agreements and (ii) notwithstanding
Section 2(e) of the Prior Services Agreements, Section 9 of the Prior Services
Agreements shall not survive the termination of the Prior Services Agreements.

            (b) Furthermore, notwithstanding anything to the contrary contained
herein, the parties acknowledge and agree that the Tour Title Sponsorship
Agreement dated June, 2000, is hereby amended to provide that Vans shall have no
further obligations thereunder, including obligations to pay Launch or the
Company any sponsorship fees thereunder. Notwithstanding the foregoing, the
parties hereto acknowledge and agree that upon the Closing of the Sale the
"Warped Tour" shall be known as the "Vans Warped Tour", without any extra
compensation payable by Vans to any party hereto or the Company.

            (c) Each of the parties hereto acknowledges and agrees that
notwithstanding the terms thereof, as of the effective time of the Closing, the
Prior Purchase Agreement shall terminate for any and all purposes and shall be
of no further force or effect, except as to (x) Sections 1.1, 2.5, 5.10, 10.2
(except for 10.2(a)(A) and 10.2(b) which have terminated in accordance with
their terms), 10.3 (except for 10.3(b) which has terminated in accordance with
its terms), 10.4, 10.5, 10.6, 10.7, 10.9, 11.3, 11.6, 11.7, 11.8, 11.10 and
11.13 of the Prior _Purchase Agreement, which shall survive until the last to
occur of the expiration of the Tax Warranties and the Title and Authorization
Warranties (each as defined in the Prior Purchase Agreement) or there are no
further Purchaser or Seller Indemnifiable Claims outstanding, (y) the Tax
Warranties of the Prior Purchase Agreement, which shall terminate with respect
to the Tax Warranty on the Tax Statute of Limitations Date, and (z) the Title
and Authorization Warranties of the Prior Purchase Agreement which shall survive
forever.


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        2.6 October 1, 2001 Earn-Out Payment. Seller and Purchasers agree that
Seller has fully satisfied its obligations to Purchasers with respect to the
Earn-Out Payment due to the Purchasers on October 1, 2001 and that Seller shall
have no further obligations to Purchasers with respect to the Earn-Out Payments.

        2.7 2002 Sponsorship Revenues.

            (a) Seller and Purchasers agree that all sponsorship revenues
received from third parties by the Company, the Purchasers or their respective
Affiliates pursuant to any oral or written sponsorship agreement for the
activities of the 2002 Summer Tour, it being understood that no amount of
revenue shall be included or imputed on account of Vans' right to the title tour
sponsorship (the "2002 Sponsorship Revenues"), shall be allocated as follows:

                (i) the first one million two hundred thousand dollars
($1,200,000.00) of 2002 Sponsorship Revenues (the "Base Sponsorship Revenues")
shall be allocated entirely to the Company;

                (ii) the next six hundred forty six thousand one hundred fifty
three dollars and eighty five cents ($646,153.85) of 2002 Sponsorship Revenues
in excess of the Base Sponsorship Revenues shall be allocated entirely to the
Seller; and

                (iii) any 2002 Sponsorship Revenues in excess of an aggregate
amount of all one million eight hundred forty six thousand one hundred fifty
three dollars and eighty five cents ($1,846,153.85) shall be allocated thirty
five percent (35%) to the Seller and sixty five percent (65%) to the Company.

        Any 2002 Sponsorship Revenues due and payable to the Seller pursuant to
Section 2.7(a)(ii) or 2.7(a)(iii) above shall be remitted to Seller by wire
transfer of immediately available funds pursuant to the Wire Transfer
Instructions, along with a schedule setting forth the calculation of such
payment (the "Calculation Schedule") no later than thirty (30) days after the
last day of the month during which the 2002 Summer Tour ends.

            (b) Seller and its Affiliates and representatives (including,
without limitation, Seller's outside accounting firm) shall have the right to
reasonably review and audit the Calculation Schedule to confirm that it is
accurate and complete once during the Seller's Objection Period (as hereinafter
defined) for a period of no more than 60 days. All reasonably documented
out-of-pocket costs and expenses incurred by Seller, Purchasers or the Company
in connection with such audit ("Audit Costs") shall be the responsibility of
Seller unless such audit _results in a deviation in the payment owed to Seller
pursuant to Section 2.7(a) of more than 5%, in which case the Audit Costs shall
be the responsibility of Purchasers. Such audit right shall include, without
limitation, reasonable access by Seller and its Affiliates and representatives
(including, without limitation, Seller's outside accounting firm) to all books
and records related to 2002 Sponsorship Revenues and to all persons who worked
for or on behalf of the Company or Purchasers in generating 2002 Sponsorship
Revenues and/or in preparing the Calculation Schedule. In the event that, as a
result of such audit, Seller delivers to the Company


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a written notice of disagreement with respect to the Calculation Schedule no
later than 60 days after receipt by Seller of the Calculation Schedule
("Seller's Objection Notice"), each of the Company, Purchasers and Seller shall
work in good faith to resolve the issues raised by the notice of disagreement
and to make any necessary adjustments to the payment owed to Seller pursuant to
Section 2.7(a). In the event Seller does not deliver Seller's Objection Notice
within 60 days after receipt by the Seller of the Calculation Schedule (the
"Seller's Objection Period"), Seller shall be deemed to have accepted such
Calculation Schedule. If the parties are unable to resolve such issues within 30
days of receipt by the Company of the notice of disagreement from Seller, then
either Purchasers or Seller shall be entitled to submit such disagreement to
arbitration pursuant to the terms of Section 8.15 hereof.

            (c) The parties hereto acknowledge and agree that 2002 Sponsorship
Revenues shall include all revenues generated from any (i) agreements and, (ii)
executed letters of intent which are approved by the Purchasers with respect to
sponsorships for the 2002 Summer Tour in existence as of the date hereof. The
parties hereto also acknowledge and agree that in the event there are goods and
services, in addition to or in lieu of cash payments, received from sponsors for
the 2002 Tour Year, the 2002 Sponsorship Revenues shall include the value of any
goods and services provided by such sponsors to the Company, the Purchasers or
their respective Affiliates pursuant to their sponsorship agreement, as such
value is set forth in good faith in such agreement so long as such value may be
recorded as revenue by the Company under generally accepted accounting
principles (the "Barter Value"). The Company shall use its commercially
reasonable efforts to include the good faith valuation of any Barter Value in
any applicable sponsor agreement. If, notwithstanding the previous sentence,
there is Barter Value but the amount of the Barter Value is not set forth in the
applicable sponsorship agreement, the Barter Value shall be the reasonable fair
market value thereof. In addition, to the extent that the Company receives
sponsorship revenues during the 2002 fiscal year pursuant to a sponsorship
agreement which relates to both the 2002 Summer Tour and other concert tours,
then for purposes of the 2002 Sponsorship Revenues, the parties agree to
allocate such revenues between the 2002 Summer Tour and the other concert tours
as may be set forth reasonably and in good faith in such sponsorship agreement
or if no such allocation is made, then to allocate a reasonable amount of such
revenues to the 2002 Summer Tour.

        2.8 Associate Sponsor Status. Seller and Purchasers agree that Seller
shall be entitled to the rights and privileges of an associate sponsor of the
Vans Warped Tour, as such rights and privileges are listed in the Sponsorship
Agreement for the 2002 Summer Tour executed at the Closing by Seller and the
Company and as attached as Exhibit A hereto ("2002 Summer Tour Associate Sponsor
Status").

                                   ARTICLE III

            REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY

        Each of Seller and the Company represents and warrants to Purchasers as
of the date hereof (it being agreed that the following representations and
warranties shall be deemed to have been made solely by the Seller and the Seller
shall have no recourse whatsoever against the


                                       12

<PAGE>

Company, including for contribution, for any liability to the Purchasers or any
Purchasers' Indemnified Party as a result of a breach thereof), as follows:

        3.1 Due Incorporation; Subsidiaries.

            (a) The Company is duly organized, validly existing and in good
standing under the laws of the State of California, with all requisite power and
authority to own, lease and operate its properties and to carry on its
businesses and operations as they are now being owned, leased, operated and
conducted. The Company is licensed or qualified to do business and is in good
standing as a foreign limited liability company in each jurisdiction where the
nature of the properties owned, leased or operated by it and the businesses and
operations transacted by it require such licensing or qualification, except
where the failure to be so licensed or qualified would not have a Material
Adverse Effect. The State of California is the only jurisdiction in which the
Company is organized, or licensed or qualified to do business. Except as set
forth on Schedule 3.1, the Company has no Subsidiaries, and the Company does not
hold any direct or indirect economic, voting or management interest in any
Person or directly or indirectly own any security issued by any Person. The
Company is not a participant in any joint venture, partnership, or similar
arrangement. Current, accurate and complete copies of the Articles of
Organization and Operating Agreement (or similar organizational instruments), as
amended, of the Company are attached hereto and made a part hereof as Exhibits B
and C, respectively.

            (b) The Seller is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization or formation, with
all requisite power and authority to own, lease and operate its properties and
to carry on its businesses and operations as they are now being owned, leased,
operated and conducted. The Seller is licensed or qualified to do business and
is in good standing as a foreign corporation in each jurisdiction where the
nature of the properties owned, leased or operated by it and the businesses and
operations transacted by it require such licensing or qualification, except
where the failure to be so licensed or qualified would not have a Material
Adverse Effect.

        3.2 Due Authorization.

            (a) The Company has full power and authority to enter into this
Agreement and the Related Agreements and to consummate the transactions
contemplated hereby and thereby. The execution, delivery and performance by the
Company of this Agreement and the Related Agreements have been duly and validly
approved by the managers, members, and equity holders of the Company, and no
other actions or proceedings on the part of the Company are necessary to
authorize this Agreement, the Related Agreements, or the transactions
contemplated hereby and thereby. The Company has duly and validly executed and
delivered this Agreement and the Related Agreements. This Agreement and the
Related Agreements constitute (assuming, in the case of the Agreement, due
execution and delivery by each Purchaser) legal, valid and binding obligations
of the Company, enforceable in accordance with their respective terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws in effect which affect the
enforcement of creditors' rights generally and by equitable limitations on the
availability of specific remedies.


                                       13

<PAGE>

            (b) Seller has full power and authority to enter into this Agreement
and the Related Agreements and to consummate the transactions contemplated
hereby and thereby. The execution, delivery and performance by Seller of this
Agreement and the Related Agreements have been duly and validly approved by the
board of directors of the Seller, and no other actions or proceedings on the
part of Seller are necessary to authorize this Agreement, the Related
Agreements, or the transactions contemplated hereby and thereby. Seller has duly
and validly executed and delivered this Agreement and the Related Agreements.
This Agreement and the Related Agreements constitute (assuming, in the case of
the Agreement, due execution and delivery by each Purchaser) legal, valid and
binding obligations of the Seller, enforceable in accordance with their
respective terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or similar laws in effect
which affect the enforcement of creditors' rights generally and by equitable
limitations on the availability of specific remedies.

        3.3 Consents and Approvals; Authority Relative to this Agreement.

            (a) Except as set forth on Schedule 3.3, no consent, authorization
or approval of, or filing or registration with, any Governmental Authority or
any other Person not a party to this Agreement is necessary in connection with
the execution, delivery and performance by the Company of this Agreement or the
Related Agreements or the consummation of the transactions contemplated hereby
or thereby.

            (b) Except as set forth on Schedule 3.3, no consent, authorization
or approval of, or filing or registration with, any Governmental Authority or
any other Person not a party to this Agreement is necessary in connection with
the execution, delivery and performance of the Seller of this Agreement or the
Related Agreements or the consummation of the transactions contemplated hereby
or thereby.

            (c) Except as set forth on Schedule 3.3 or with respect to clauses
(i) and (ii), where a breach would not have a Material Adverse Effect on the
Company, the execution, delivery and performance by the Company of this
Agreement and its Related Agreements do not and shall not: (i) violate any Law;
(ii) violate or conflict with, result in a breach or termination of, constitute
a default or give any third party any additional right (including a termination
right) under, permit cancellation of, result in the creation of any Lien upon
any of the assets or properties of the Company under, or result in or constitute
a circumstance which, with or without notice or lapse of time or both, would
constitute any of the foregoing under, any Contract to which the Company is a
party or by which the Company or any of its assets or properties are _bound;
(iii) permit the acceleration of the maturity of any indebtedness of the Company
or indebtedness secured by its assets or properties; or (iv) violate or conflict
with any provision of any of, or cause the dissolution of the Company pursuant
to, the Articles of Organization, certificate of formation, Operating Agreement,
or similar organizational instruments of the Company.

            (d) Except as set forth on Schedule 3.3, or with respect to clauses
(i) and (ii), where a breach would not have a Material Adverse Effect on Seller
the execution, delivery and


                                       14

<PAGE>

performance of this Agreement by the Seller of this Agreement and the Related
Agreements does not and shall not: (i) violate any Law; (ii) violate or conflict
with, result in a breach or termination of, constitute a default or give any
third party any additional right (including a termination right) under, permit
cancellation of, result in the creation of any Lien upon any of the assets or
properties of the Seller under, or result in or constitute a circumstance which,
with or without notice or lapse of time or both, would constitute any of the
foregoing under, any Contract to which Seller is a party or by which Seller or
any of its assets or properties are bound; (iii) permit the acceleration of the
maturity of any indebtedness of Seller or indebtedness secured by its assets or
properties; or (iv) violate or conflict with any provision of any of the
certificate of incorporation, by-laws, or similar organizational instruments of
Seller.

        3.4 Capitalization.

            (a) The Membership Interests constitute all of the equity ownership
interests in the Company. All of the Membership Interests have been issued in
compliance with the terms and conditions of that certain Operating Agreement for
the Company, dated as of August 30, 2000 ("Operating Agreement"). All of the
Membership Interests are currently issued and outstanding. Seller is the sole
owner and holder of all of the rights, title and interests in and to all of the
Membership Interests. The Membership Interests are nonassessable and are not
subject to preemptive rights. All capital contributions or similar contributions
required by the Operating Agreement have been made. There are no Membership
Interests currently reserved for issuance for any purpose or upon the occurrence
of any event or condition. Each of the Membership Interests is an uncertificated
security.

            (b) Except as set forth above or in Schedule 3.4, there are no
Membership Interests or other securities (whether or not such securities have
voting rights) of the Company issued or outstanding or any subscriptions,
options, warrants, puts, calls, rights, convertible securities or other
agreements or commitments of any character obligating the Seller, the Company,
or any of their respective Affiliates to issue, transfer or sell, or cause the
issuance, transfer or sale of, any Membership Interests or other securities
(whether or not such securities have voting rights) of the Company. Except as
set forth in Schedule 3.4, there are no outstanding contractual rights or
obligations of Seller or the Company that relate to the purchase, sale,
issuance, repurchase, redemption, acquisition, transfer, disposition, holding or
voting of any Membership Interests or other securities of the Company, including
without limitation, rights of first refusal, rights of first offer, "drag along"
rights, or "tag along" rights. Except for Seller's rights as a holder of the
Membership Interests, no Person has any right to participate in, or receive any
payment based (including, without limitation, payments pursuant to Section 2.1)
on any amount relating to, or arising in connection with, the revenue, income,
value or net worth of the Company or any component or portion thereof, or any
current or former ownership of Membership Interests, or any current or former
ownership of the Company or Seller, or any increase or decrease in any of the
foregoing.

            (c) The Membership Interests are held by the Seller free and clear
of any and all Liens other than Liens on the Membership Interests in place at
the time of the Prior Closing. The assignments, endorsements, and other
instruments of transfer delivered by the Seller to the


                                       15

<PAGE>

Purchasers at the Closing shall be sufficient to transfer to Purchasers the
Seller's entire interest, legal and beneficial, in and to the Membership
Interests. Upon execution and delivery of such assignments, endorsements, and
other instruments of transfer, Purchasers shall receive good and marketable
title in and to such Membership Interests, free and clear of all Liens other
than Liens on the Membership Interest in place at the time of the Prior Closing.

        3.5 Financial Statement; Undisclosed Liabilities; Other Documents.

        Attached hereto as Schedule 3.5(a) is an accurate and complete copy of
the Financial Statement. The Financial Statement consistently and fairly
presents the income statement with respect to the Company as of the date thereof
and for the period covered thereby. The Financial Statement is in accordance
with the books and records of the Company. The Financial Statement does not
reflect any transactions which are not bona fide transactions.

        3.6 No Adverse Effects or Changes. Except as listed on Schedule 3.6,
since the Prior Closing, the Company has not:

                (i) suffered any Material Adverse Change;

                (ii) suffered any damage, destruction or Loss to any of its
assets or properties (whether or not covered by insurance), which would result
in a Material Adverse Effect on the Company;

                (iii) other than obligations or Contracts incurred or entered
into with the assistance of a Purchaser pursuant to a Prior Services Agreement
which are set forth in Schedule 3.6 , incurred any obligation or entered into
any Contract that either: (x) required a payment by any party in excess of, or a
series of payments which in the aggregate exceed, $25,000, or provides for the
delivery of goods or performance of services, or any combination thereof, having
a value in excess of $25,000; or (y) has a term of, or requires the performance
of any obligations by the Company over a period in excess of, twelve months;

                (iv) taken any action or failed to take any action, or made any
expenditure or failed to make any expenditure, or entered into or authorized any
Contract or transaction, other than in the ordinary course of business and
consistent with past practice;

                (v) sold, transferred, conveyed, assigned or otherwise disposed
of any of its material assets or properties, except sales of inventory in the
ordinary course of business and consistent with past practice;

                (vi) waived, released or cancelled any claims against third
parties or debts owing to it, or any rights which have any value;

                (vii) made any changes in its accounting systems, policies,
principles or practices;


                                       16

<PAGE>

                (viii) except with respect to the Related Agreements, entered
into, authorized, or permitted any transaction with the Seller or any Affiliate
of the Seller;

                (ix) authorized for issuance, issued, sold, delivered or agreed
or committed to issue, sell or deliver (whether through the issuance or granting
of options, warrants, convertible or exchangeable securities, commitments,
subscriptions, rights to purchase or otherwise) any Membership Interests or any
other securities, or amended any of the terms of any Membership Interests or
such other securities;

                (x) split, combined, or reclassified any Membership Interests
(or any other securities), declared, set aside or paid any dividend or other
distribution (whether in cash, stock or property or any combination thereof) in
respect of any Membership Interests (or any other securities), or redeemed or
otherwise acquired any Membership Interests (or any other securities) of the
Company;

                (xi) made any borrowings, incurred any debt (other than in the
ordinary course of business and consistent with past practice), or assumed,
guaranteed, endorsed (except for the negotiation or collection of negotiable
instruments in transactions in the ordinary course of business and consistent
with past practice) or otherwise become liable (whether directly, indirectly, or
contingently) for the obligations of any other Person, or made any payment or
repayment in respect of any indebtedness (other than trade payables and accrued
expenses in the ordinary course of business and consistent with past practice);

                (xii) made any loans, advances or capital contributions to, or
investments in, any other Person;

                (xiii) entered into, adopted, amended or terminated any bonus,
profit sharing, compensation, termination, stock option, stock appreciation
right, restricted stock, performance unit, pension, retirement, deferred
compensation, employment, severance or other employee benefit agreements,
trusts, plans, funds or other arrangements for the benefit or welfare of any
director, officer, member, manager, or employee, or increased in any manner the
compensation or fringe benefits of any director, officer, member, manager, or
employee or paid any benefit not required by any existing plan and arrangement
or entered into any contract, agreement, commitment or arrangement to do any of
the foregoing;

                (xiv) acquired, leased or encumbered any assets outside the
ordinary course of business or any assets which are material to the Company;

                (xv) authorized or made any capital expenditures which
individually or in the aggregate are in excess of $10,000;

                (xvi) made any Tax election or settled or compromised any
federal, state, local or foreign Tax liability, or waived or extended the
statute of limitations in respect of any such Taxes;


                                       17

<PAGE>

                (xvii) paid any amount, performed any obligation or agreed to
pay any amount or perform any obligation, in settlement or compromise of any
suits or claims of liability against the Company or any of its officers,
members, managers, employees or agents; or

                (xviii) terminated, modified, amended or otherwise altered or
changed any of the terms or provisions of any Contract, or paid any amount not
required by Law or by any Contract, except in each case as would not have a
Material Adverse Effect on the Company.

        3.7 Title to Properties. The Company either owns or has the right to
utilize all assets necessary to operate the Business as presently conducted and
to conduct the 2002 Tour in a manner consistent with the 2001 Tour. The
Purchased Assets owned by the Company as of the Execution Date consist of (a)
the Intellectual Property set forth on Schedule 3.13 of the Prior Purchase
Agreement (as modified by Schedule 3.13 hereof), (b) the Intellectual Property
set forth on Schedule 3.13 hereof, (c) the tangible personal property set forth
on Schedule 3.10 of the Prior Purchase Agreement (as modified by Schedule 3.10
hereof), (d) the tangible personal property set forth on Schedule 3.10 hereof
and (e) the Contracts set forth on Schedule 3.14 hereof. Except (i) as disclosed
on Schedule 3.7 or (ii) for title defects or Liens which were in place at the
time of the Prior Closing, the Company has good and marketable title to, and is
the lawful owner of, all the Purchased Assets in all cases, free and clear of
all Liens.

        3.8 Condition and Sufficiency of Assets; Computer System.

            (a) Except as disclosed on Schedule 3.8 or as would not have a
Material Adverse Effect on the Company, since the Prior Closing all of the
tangible assets, properties, and rights of the Company, whether real or
personal, owned or leased (with respect to leased property, during the term of
lease therefor), have been well maintained and are in good operating condition
and repair (with the exception of normal wear and tear), and to the Knowledge of
Seller and the Company, are free from defects other than such minor defects as
do not interfere with the intended use thereof in the conduct of normal
operations or adversely affect the resale value thereof. Except as set forth in
Schedule 3.8, the Company has no liabilities that are not directly related to,
and that did not arise directly out of, the business of the Company as operated
since the Prior Closing.

            (b) The Company does not own or lease, and since the Prior Closing
has not owned or leased, any computer hardware, software, or related materials
in its businesses and operations.

        3.9 Real Property. The Company does not own or lease (as lessor or
lessee), and since the Prior Closing has not owned or leased (as lessor or
lessee), any real property. With respect to the property that the Company uses
or has used in its business and operations since the Prior Closing ("Real
Property"):

            (a) the activities carried on by the Company in all buildings,
plants, facilities, installations, fixtures and other structures or improvements
included as part of, or located on or at, the Real Property, and the buildings,
plants, facilities, installations, fixtures and other


                                       18

<PAGE>

structures or improvements themselves, are not in violation of, or in conflict
with, any applicable zoning, environmental or health regulations or ordinance or
any other similar Law; or

            (b) the Company since the Prior Closing has not used, deposited,
stored, or located at, on, under, or beneath any Real Property or portion
thereof, any asbestos, asbestos-containing materials, PCB compounds or other
pollutants, contaminants, or Hazardous Substances, except as would not have a
Material Adverse Effect on the Company.

        3.10 Personal Property. Except for those items of tangible personal
property owned by the Company or utilized in its businesses and operations as of
the Prior Closing, Schedule 3.10 sets forth (i) an accurate and complete list of
all of the tangible personal property owned by the Company or utilized in its
businesses and operations having an original acquisition cost of $5,000 or more;
(ii) an accurate and complete list of all items of tangible personal property
set forth on Schedule 3.10 to the Prior Purchase Agreement which are no longer
owned by the Company or utilized in its businesses or operations; and (iii) all
leases of personal property that were entered into since the Prior Closing
binding upon the Company or any of its assets or properties, and all items of
personal property covered thereby. All of the tangible personal property is
presently utilized by the Company in the ordinary course of business.

        3.11 Inventories. The Company has no inventories, and since the Prior
Closing the Company has disposed of its inventories only in the ordinary course
of business consistent with past practice.

        3.12 [RESERVED]

        3.13 Intellectual Property. Schedule 3.13 sets forth an accurate and
complete list of all Intellectual Property acquired by the Company since the
Prior Closing which is (i) the Company's Intellectual Property or (ii) used by
the Company in the conduct of its businesses and operations as of the date
hereof. Schedule 3.13 also sets forth a true and complete list of all
Intellectual Property which is listed in Schedule 3.13 to the Prior Purchase
Agreement and which as of the Closing Date is no longer items of Company
Intellectual Property. Except as disclosed on Schedule 3.13:

            (a) except for Liens in place at the time of the Prior Closing, all
of the Company's Intellectual Property acquired since the Prior Closing is owned
by the Company free and clear of all Liens and is not subject to any license,
royalty or other agreement, and, since the Prior Closing, the Company has not
granted any license or agreed to pay or receive any royalty in respect of any
Intellectual Property;

            (b) except for the Company's Intellectual Property, all of the
Intellectual Property used by the Company is the subject of a valid license, and
all royalties and other fees to be paid by the Company with respect to such
licenses are set forth on Schedule 3.13;


                                       19

<PAGE>

            (c) none of the Company's Intellectual Property has, since the Prior
Closing, been or is the subject of any pending or, to the Knowledge of the
Company and the Seller, threatened litigation or claim of infringement;

            (d) no party to any license or royalty agreement to which the
Company is a party is in breach or default, and no notice of termination has
been given or is threatened;

            (e) other than infringements in existence at the time of the Prior
Closing, which have been listed on Schedule 3.13, (i) the Company's Intellectual
Property does not and to the Knowledge of the Company and Seller, no
Intellectual Property used by the Company infringes on any Intellectual Property
or confidential or proprietary rights of any other Person in the United States
or in the territories outside the United States in which the Company has
operated since the Prior Closing, and (ii) since the Prior Closing the Company
has not received any notice contesting its right to use any Intellectual
Property. To the Knowledge of the Company and Seller, there is no other Person
using the mark "WARPED Tour" or using any mark that is confusingly similar to
the mark "WARPED Tour" in the United States or in the territories outside the
United States in which the Company has operated since the Prior Closing. Except
for title imperfections in place at the time of the Prior Closing, which have
been listed on Schedule 3.13, the Company is the owner and has good and
marketable title to the tradename and trademark "WARPED TOUR", and Yahoo is the
registered owner and has good and marketable title to the URL
"www.warpedtour.com"; and

            (f) Except as otherwise disclosed at the time of the Prior Closing
and listed in Schedule 3.13, the Company owns or possesses adequate rights in
perpetuity in and to all Intellectual Property necessary to conduct its
businesses and operations as presently conducted.

        3.14 Contracts. Schedule 3.14 lists all the Contracts of the following
types which since the Prior Closing (i) the Company has entered into, become a
party to or become bound by, or to which any of its assets or properties has
become subject or (ii) were Contracts set forth on Schedule 3.14 of the Prior
Purchase Agreement and which have been terminated (other than Contracts set
forth on Schedule 3.14 of the Prior Purchase Agreement which have expired in
accordance with their terms):

            (a) any collective bargaining agreement;

            (b) any Contract with any employee, officer, director, member,
manager, or committee of the Company or any of the respective Affiliates of such
individuals, or any Contract or other arrangement of any kind with the Seller or
any Affiliate of the Seller (other than the Related Agreements);

            (c) any Contract (other than the Sponsorship Agreement) with a sales
representative, manufacturer's representative, promoter, producer, sponsor,
distributor, dealer, broker, sales agency, advertising agency or other Person
engaged in sales, distributing or promotional activities, or any Contract to act
as one of the foregoing on behalf of any Person; any Contract of any nature
which involves the payment or receipt of cash or other property, an


                                       20

<PAGE>

unperformed commitment, or goods or services, having a value in excess of
$25,000 and any Contract pursuant to which the Company has made or will make
loans or advances, or has or will have incurred debts or become a guarantor or
surety or pledged its credit on or otherwise become responsible with respect to
any undertaking of another (except for the negotiation or collection of
negotiable instruments in transactions in the ordinary course of business);

            (d) any indenture, credit agreement, loan agreement, note, mortgage,
security agreement, lease of real property or personal property, loan commitment
or other Contract relating to the borrowing of funds, an extension of credit or
financing;

            (e) any Contract involving a partnership, joint venture or other
cooperative undertaking;

            (f) any Contract involving any restrictions with respect to the
geographical area of operations or scope or type of business of the Company;

            (g) any power of attorney or agency agreement or arrangement with
any Person pursuant to which such Person is granted the authority to act for, or
on behalf of, the Company, or the Company is granted the authority to act for,
or on behalf of, any Person;

            (h) any Contract for which the full performance thereof may extend
beyond 60 days from the Closing Date;

            (i) any Contract (other than this Agreement and the Related
Agreements) not made in the ordinary course of business which is to be performed
in whole or in part at or after the Closing Date;

            (j) any Contract (other than this Agreement), whether or not fully
performed, relating to any acquisition or disposition of the Company or any
predecessor in interest to the Company, or any acquisition or disposition of all
or substantially all of the assets of the Company, or any acquisition or
disposition of any Subsidiary, division, or line of business; and

            (k) any Contract not specified above that is material to the
Company.

            (l) Seller has delivered to Purchasers accurate and complete copies
of each Contract listed on Schedule 3.14, and Schedule 3.14 contains a written
description of each oral arrangement so listed. Except as disclosed to the
contrary on Schedule 3.14: (i) all such Contracts and arrangements between the
Company, on the one part, and the Company's Affiliates or the Seller's
Affiliates, on the other part, are on terms that are no less favorable to the
Company than the terms that could be obtained as of the date hereof from an
unrelated third party; (ii) if cancelled at any time by any other party, such
cancelled Contract would not have a Material Adverse Effect on the Company;
(iii) all such Contracts are valid and enforceable obligations of the Company
and each other party thereto; and (iv) neither Seller nor the Company has since
the Prior Closing received any notice of default or termination with respect to
any such Contract. To the Knowledge of the Company and the Seller: (i) the
Company has no


                                       21

<PAGE>

outstanding obligations under or pursuant to any of the Contracts set forth on
Schedule 3.14 other than the Contracts that are being assigned from the Seller
to the Company pursuant to the Assignment and Assumption Agreement; and (ii) no
claims have been asserted against the Company and the Seller under or pursuant
to any of the Contracts set forth on Schedule 3.14.

        3.15 Permits. Schedule 3.15 is an accurate and complete list of all
licenses, certificates, permits, franchises, rights, code approvals and private
product approvals (collectively, "Permits") held by the Company. Except for the
Permits listed on Schedule 3.15, and as would not have a Material Adverse Effect
on the Company, the Company holds all Permits, whether federal, state, local or
foreign, that are necessary for the lawful operation of the businesses of the
Company as presently conducted and as proposed to be conducted.

        3.16 Insurance.

            (a) Schedule 3.16 contains an accurate and complete list of all
policies of fire, liability, workmen's compensation, title and other forms of
insurance owned, held by or applicable to the Company (or its assets or
businesses), and Seller has delivered to Purchasers an accurate and complete
copy of all such policies, including all occurrence-based policies applicable to
the Company (or its assets or businesses) for all periods since the Prior
Closing. All such policies are in full force and effect, all premiums with
respect thereto covering all periods up to and including the Closing Date have
been paid, and no notice of cancellation or termination has been received since
the Prior Closing with respect to any such policy, except as would not have a
Material Adverse Effect on the Company. Such policies are sufficient for
compliance with: (i) all requirements of Law; and (ii) all Contracts to which
the Company is a party, and are valid, outstanding and enforceable policies.
Such insurance policies provide types and amounts of insurance customarily
obtained by businesses similar to the business of the Company. Since the Prior
Closing, except as set forth in Schedule 3.16, the Company has not been refused
any insurance with respect to its assets or operations, and its coverage has not
been limited by any insurance carrier to which it has applied for any such
insurance or with which it has carried insurance.

            (b) Schedule 3.16 contains an accurate and complete list of all
claims which have been made by the Company since the Prior Closing, under any
workmen's compensation, general liability, property or other insurance policy
applicable to the Company or any of its _properties. Except as set forth on said
list, there are no pending or, to the Company's or Seller's Knowledge,
threatened claims under any insurance policy. Such claim information includes
all available information with respect to each accident, loss, or other event,
including: (i) the identity of the claimant; (ii) the date of the occurrence;
(iii) the status as of the report date; and (iv) the amounts paid or expected to
be paid or recovered.

        3.17 Employee Benefit Plans and Employment Agreements.

            (a) General. None of the Company nor any of its ERISA Affiliates is
a party to, or participates in, or has any liability or contingent liability
with respect to:


                                       22

<PAGE>

                (i) any "employee welfare benefit plan" or "employee pension
benefit plan" as those terms are respectively defined in Sections 3(1) and 3(2)
of ERISA (referred to collectively hereinafter in this section as "Benefit
Plans");

                (ii) any retirement or deferred compensation plan, incentive
compensation plan, stock plan, unemployment compensation plan, vacation pay,
severance pay, bonus or benefit arrangement, insurance or hospitalization
program or any other fringe benefit arrangements for any current or former
employee, director, consultant or agent, whether pursuant to contract,
arrangement, custom or informal understanding, which does not constitute an
"employee benefit plan" (as defined in Section 3(3) of ERISA) (referred to
collectively hereinafter in this section as "arrangements"); or

                (iii) any employment agreement.

            (b) Compliance With Laws; Liabilities Since the Prior Closing.

                (i) To the Knowledge of the Company and Seller, since the Prior
Closing, there have been no acts or omissions by the Company or any of its ERISA
Affiliates that have given rise or may give rise to fines, penalties, taxes or
related charges under Section 502 of ERISA or Chapters 43, 47, 68 or 100 of the
Code for which the Seller may be liable.

                (ii) To the Knowledge of Company and Seller, since the Prior
Closing, there have been no "prohibited transactions" (as described in Section
406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan and
none of the Company nor any of its ERISA Affiliates has otherwise engaged in any
prohibited transaction.

                (iii) To the Knowledge of the Company and Seller, there are no
actions, suits, or claims (other than routine claims for benefits) pending or
threatened involving any Benefit Plans or the assets thereof, and no facts exist
which could give rise to any such actions, suits, or claims (other than routine
claims for benefits).

                (iv) To the Knowledge of the Company and Seller, none of the
Company nor any of its ERISA Affiliates has any liability or contingent
liability under any plan for providing post-retirement medical or life insurance
benefits (other than liabilities in place at the time of the Prior Closing and
which have been listed on Schedule 3.17.

        3.18 Employment and Labor Matters. The Company does not employ any
full-time employees. The Company employs only seasonal employees generally from
June through August during each year of the Tour. Schedule 3.18 contains an
accurate and complete list of the names, titles, annual compensation and all
bonuses and similar payments made during the current fiscal year for all
directors, officers, members, managers, and employees of the Company. To the
Knowledge of Company and the Seller, the Company has since the Prior Closing
been and currently is conducting its businesses and operations in full
compliance with all Laws relating to employment and employment practices, terms
and conditions of employment, wages and hours and nondiscrimination in
employment. Except as disclosed on Schedule 3.18,


                                       23

<PAGE>

since the Prior Closing there has been no labor strike, dispute, slow-down, work
stoppage or other labor difficulty actually pending or threatened against or
involving the Company. None of the employees of the Company (as an employee of
the Company) is covered by any collective bargaining agreement, no collective
bargaining agreement is currently being negotiated and no attempt is currently
being made, or since the Prior Closing has been made, to organize any employees
of the Company to form or enter a labor union or similar organization.

        3.19 Capital Improvements. Schedule 3.19 describes all the capital
improvements or purchases or other capital expenditures of the Company that have
not been completed since the Prior Closing, and also sets forth the cost and
expense reasonably estimated to complete such work and purchases.

        3.20 Taxes.

            (a) Except as to any state income taxes for the period prior to
September 1, 2000 which shall be the responsibility of the Purchasers or as set
forth in Schedule 3.20, from and after the Prior Closing through the date hereof
and to the Actual Knowledge of the Company and the Seller for all periods prior
to the Prior Closing (i) all federal, state, local and foreign income,
corporation and other Tax Returns have been timely filed for the Seller and the
Company, or are subject to a valid extension of the filing date as required by
applicable Law; (ii) all Taxes shown as due on all such Tax Returns and other
filings have been timely paid; (iii) each such Tax Return and filing is accurate
and complete; (iv) neither the Purchasers, the Seller nor the Company currently
has or will have any additional liability for Taxes with respect to any Tax
Return or other filing heretofore filed or which was required by Law to be
filed, other than: (y) as reflected as liabilities on the Financial Statement;
or (z) since the date of the latest Financial Statement, as have arisen in the
ordinary course of business consistent with past practice; (v) there are no Tax
liens (other than liens for current Taxes not yet due and payable) upon the
Purchased Assets; (vi) all Taxes that the Company is or was required by Law to
withhold or collect, including sales and use taxes, and amounts required to be
withheld for Taxes of employees and other withholding taxes, have been duly
withheld or collected and, to the extent required, have been paid over to the
proper Governmental Authorities or are held in separate bank accounts for such
purpose.

            (b) No Tax Return of the Company is under audit or examination by
any taxing authority, and for any period from and after the date of the Prior
Closing through the date hereof, to the Knowledge of the Company and the Seller,
no written notice of such an audit or examination has been received by the
Seller or the Company with respect to any date prior to the Prior Closing. From
and after the Prior Closing through the date hereof and to the Actual Knowledge
of the Company and the Seller for all periods prior to the Prior Closing, each
material deficiency resulting from any audit or examination relating to Taxes by
any taxing authority has been paid, except for deficiencies being contested in
good faith.

            (c) From and after the Prior Closing through the date hereof and to
the Actual Knowledge of the Company and the Seller for all periods prior to the
Prior Closing, all information returns required to be filed by the Company prior
to the date hereof have been filed


                                       24

<PAGE>

(and prior to the Closing Date will have been filed), and all statements
required to be furnished to payees by the Company prior to the date hereof have
been furnished (and prior to the Closing Date will have been furnished) to such
payees, and the information set forth on such information returns and statements
is accurate and complete.

            (d) The Seller is not a "foreign person" as defined in Section
1445(f)(3) of the Code.

            (e) From and after the Prior Closing through the Execution Date, the
Company has been and is classified as a disregarded entity for federal income
tax purposes.

            (f) The Tax Laws of the State of California (and each other state in
which the Company owns (or has owned) any assets or conducts (or has conducted)
its business and operations) that govern bulk sales of assets or sales of assets
are not applicable to this Agreement, the Related Agreements, or the
transactions contemplated hereby or thereby outside the ordinary course of
business, and neither the Company nor any Purchaser shall have any liability
with respect to such Laws.

            (g) Notwithstanding anything to the contrary contained above, the
Seller or the Company has paid or will pay all federal income taxes due with
respect the Company for the calendar year ended December 31, 2000.

        3.21 No Defaults or Violations. Except as disclosed on Schedule 3.21:

            (a) To the Actual Knowledge of the Company and the Seller for all
periods prior to the Prior Closing and to the Knowledge of the Company and the
Seller from and after the Prior Closing through the date hereof, the Company did
not breach any provision of, nor is it in default under the terms of, any
Contract to which it is a party or under which it has any rights or by which it
or any of its assets or properties is bound, and to the Knowledge of Seller and
the Company, no other party to any Contract has breached such Contract or is in
default (with or without notice or the passage of time, or both) thereunder,
except as would not have a Material Adverse Effect on the Company;

            (b) the Company is in compliance with, and no violation exists
under, any and all Laws applicable to the Company, except as would not have a
Material Adverse Effect on the Company; and

            (c) since the Prior Closing, no notice from any Governmental
Authority has been received by the Company claiming any violation of any Law
(including any building, zoning or other ordinance) or requiring any work,
construction or expenditure, or asserting any Tax, assessment or penalty.

        3.22 Environmental Matters. Except as disclosed in Schedule 3.22:


                                       25

<PAGE>

            (a) to the Actual Knowledge of the Company and the Seller for all
periods prior to the Prior Closing and to the Knowledge of the Company and the
Seller from and after the Prior Closing through the date hereof, the business
and operations of the Company have been and are in full compliance with all
Environmental Laws then in effect, and no condition exists or event has since
the Prior Closing occurred which, with or without notice or the passage of time
or both, would constitute a violation of, or give rise to any Lien under, any
Environmental Law, except in each case as would not have a Material Adverse
Effect on the Company;

            (b) since the Prior Closing, the Company has not received any notice
from any Governmental Authority or any other Person that any aspect of the
business or operations of, or facilities used by, the Company is in violation of
any Environmental Law or Environmental Permit, or that the Company is
responsible (or potentially responsible) for the cleanup or remediation of any
substances at any location;

            (c) the Company is not the subject of any litigation or proceedings
in any forum, judicial or administrative, involving a demand for damages,
injunctive relief, penalties, or other potential liability with respect to
violations of any Environmental Law;

            (d) to the Knowledge of the Company and Seller, since the Prior
Closing the Company has timely filed all reports and notifications required to
be filed with respect to all of their assets and facilities and have generated
and maintained all required records and data under all applicable Environmental
Laws; and

            (e) to the Knowledge of the Company and Seller, except as disclosed
forth in Schedule 3.22, no condition has existed or event has occurred with
respect to: (i) any property that was at any time since the Prior Closing owned,
or any Subsidiary that was at any time since the Prior Closing owned, by the
Company, any predecessor to the Company, or any Person that is or was an
Affiliate of the Company, which property or Subsidiary has been sold,
transferred or disposed; or (ii) any predecessor to the Company, that could (in
the case of either of the foregoing clauses (i) or (ii)), with or without
notice, passage of time or both, give rise to any present or future liability of
the Company pursuant to any Environmental Law.

        3.23 Litigation.

            (a) Except as disclosed in Schedule 3.23, there are no actions,
suits, claims, arbitrations, regulatory proceedings or other litigation,
proceedings or governmental investigations pending or, to the Knowledge of the
Company and Seller, threatened against or affecting the Company or any of its
officers, directors, employees, managers, or agents in their capacity as such,
or any of their respective properties, rights, assets, or businesses, and to the
Knowledge of the Company and Seller, there exists no facts or circumstances
which may give rise to any of the foregoing. Except as set forth on Schedule
3.23, all of the proceedings pending or, to the Knowledge of the Company and
Seller, threatened against the Company are fully covered by insurance policies
(or other indemnification agreements with third parties) and are being defended
by the insurers (or such third parties). Except as disclosed in Schedule 3.23,
the Company is not subject to any order, judgment, decree, injunction,
stipulation or consent order of


                                       26

<PAGE>

or with any court or other Governmental Authority. Since the Prior Closing, the
Company has not entered into any agreement to settle or compromise any
proceeding pending or threatened against it which has involved any obligation
other than the payment of money or for which the Company has any continuing
obligation.

            (b) There are no claims, actions, suits, proceedings or
investigations pending or, to the Knowledge of the Company and Seller,
threatened by or against the Company, any of the Company's officers, or Seller
with respect to this Agreement or the Related Agreements, or in connection with
the transactions contemplated hereby or thereby, and Seller has no reason to
believe there is a valid basis for any such claim, action, suit, proceeding, or
investigation.

        3.24 No Conflict of Interest. Except (i) as disclosed on Schedule 3.24
and (ii) for Seller's rights and obligations pursuant to the Related Agreements,
neither Seller nor any of its Affiliates has or claims to have any direct or
indirect interest in any tangible or intangible property, rights, or assets used
in the business of the Company, except as a holder of Membership Interests.

        3.25 Bank Accounts. Schedule 3.25 sets forth the names and locations of
each bank or other financial institution at which the Company has an account
(giving the account numbers) or safe deposit box and the names of all Persons
authorized to draw thereon or have access thereto, and the names of all Persons,
if any, now holding powers of attorney or comparable delegation of authority
from the Company and a summary statement thereof.

        3.26 Promoters and Vendors.

            (a) Schedule 3.26 sets forth:

                (i) a list of the 11 largest promoters of the Tour, in terms of
revenue during the 2001 Tour (collectively, the "Major Promoters"), showing the
total revenue received from each such promoter; and

                (ii) a list of the 15 largest vendors for the Tour, in terms of
purchases by the Company during the 2001 Tour (collectively, the "Major
Vendors"), showing the approximate total contract amount for each such vendor.

            (b) Except to the extent set forth in Schedule 3.26, since the Prior
Closing, there has been no change in the business relationship and there has
been no material dispute between the Company and any Major Promoter, Major
Vendor, Prior Agreement Major Vendor or Prior Agreement Major Promoter, and
there are no indications that any Major Promoter intends to decline to promote
any Tour, or that any Major Vendor intends to discontinue providing goods or
services in a manner consistent with past practice.

        3.27 [RESERVED]


                                       27

<PAGE>

        3.28 Brokers. Neither Seller nor the Company has used any broker or
finder in connection with the transactions contemplated hereby, and no Purchaser
nor any Affiliate of any Purchaser has or shall have any liability or otherwise
suffer or incur any Loss as a result of, or in connection with, any brokerage or
finder's fee or other commission of any Person retained by Seller or the Company
in connection with this Agreement, the Related Agreements, or any of the
transactions contemplated hereby or thereby.

        3.29 Imposition of Certain Liability. Neither Seller nor the Company has
at any time since the Prior Closing taken any action or failed to take any
action, as a result of which the Company has lost or will lose limited liability
associated with the status of the Company as a limited liability company.

        3.30 Accuracy of Statements.

            (a) Neither this Agreement, the Related Agreements, nor any written
schedule, exhibit, written statement, written list, document, certificate or
other written information furnished or to be furnished by, or on behalf of, the
Company to any Purchaser or any representative or Affiliate of any Purchaser in
connection with this Agreement, the Related Agreements, or any of the
transactions contemplated hereby or thereby (collectively, the "Company
Documents") created since the Prior Closing, contain or will contain any untrue
statement of a material fact or omits or will omit to state a material fact
necessary to make the statements contained herein or therein, in light of the
circumstances in which they are made, not misleading.

            (b) To the Actual Knowledge of the Seller and the Company, none of
Company Documents existing as of the Prior Closing contain any untrue statement
of a material fact or omits or will omit to state a material fact necessary to
make the statements contained therein not misleading, in light of the
circumstances at the time they were made.

            (c) Neither this Agreement, the Related Agreements, nor any written
schedule, exhibit, written statement, written list, document, certificate or
other written information furnished or to be furnished by, or on behalf of,
Seller to any Purchaser or any representative or Affiliate of any Purchaser in
connection with this Agreement, the Related Agreements, or any of the
transactions contemplated hereby contains or will contain any untrue statement
of a material fact or omits or will omit to state a material fact necessary to
make the statements contained herein or therein, in light of the circumstances
in which they are made, not misleading.

        3.31 Prior Closing Representations and Warranties. Notwithstanding
anything to the contrary contained elsewhere in this Article III or this
Agreement, Seller hereby further represents and warrants to the Purchasers that,
except as set forth in Schedule 3.31, it does not have Actual Knowledge that any
of the representations or warranties given by the Prior Sellers in Article III
of the Prior Purchase Agreement: (i) were not true and correct as of the Prior
Closing or (ii) if are deemed to have been made as of the Execution Date, are
not true and correct.


                                       28

<PAGE>

        3.32 Assignment and Assumption Agreement. Seller represents and warrants
that all Purchased Assets are owned by the Company or have been transferred and
assigned to the Company by Launch and all Contracts regarding the Business or
sponsorship agreements, including sponsorship agreements and Contracts relating
to the 2002 and 2003 Tour, to which Seller is a party and which are currently in
effect, shall be assigned to the Company at the Closing. A list of such assets
and Contracts is set forth in Schedule 3.32. Notwithstanding the foregoing, the
parties agree that there may exist outstanding rights and obligations of the
Seller under the Arnold Brand sponsorship agreement related to the 2001 Tour
which is not being assigned to the Company at the Closing.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF PURCHASERS

        Each Purchaser represents and warrants to the Seller and the Company, as
of the date hereof (it being agreed that all of the representation and
warranties set forth in this article are made severally and not jointly by each
Purchaser), as follows:

        4.1 Due Incorporation. Each Purchaser is duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization
or formation, with all requisite power and authority to own, lease and operate
its properties and to carry on its businesses and operations as they are now
being owned, leased, operated and conducted.

        4.2 Due Authorization. Each Purchaser has full power and authority to
enter into this Agreement and to consummate the transactions contemplated hereby
and thereby. The execution, delivery and performance by each Purchaser of this
Agreement has been duly and validly approved and no other actions or proceedings
on the part of such Purchaser are necessary to authorize this Agreement and the
transactions contemplated hereby. Each Purchaser has duly and validly executed
and delivered this Agreement. This Agreement constitutes (assuming due execution
and delivery by Seller and the Company) legal, valid and binding obligations of
each Purchaser enforceable in accordance with their respective terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws in effect which affect the
enforcement of creditors' rights generally and by equitable limitations on the
availability of specific remedies.

        4.3 Consents and Approvals; Authority Relative to this Agreement. Except
as set forth on Schedule 4.3, no consent, authorization or approval of, filing
or registration with, or cooperation from, any Governmental Authority or any
other Person not a party to this Agreement is necessary in connection with the
execution, delivery and performance by any Purchaser of this Agreement and the
consummation of the transactions contemplated hereby.

        4.4 No Violation of Other Instruments or Laws. The execution, delivery
and performance by each Purchaser of this Agreement does not: (a) violate,
breach or constitute any material event of default, or result in the
acceleration of any material obligation, under any material contract, order,
writ, injunction, arbitration award, judgment or decree to which such


                                       29

<PAGE>

Purchaser is a party or by which it is bound; or (b) violate any law or
regulation of any U.S. federal, state or local government or any agency thereof.

        4.5 Brokers. No Purchaser has used a broker or finder in connection with
the transactions contemplated hereby, and neither Seller nor any Affiliate of
Seller has or shall have any liability or otherwise suffer or incur any Loss as
a result of, or in connection with, any brokerage or finder's fee or other
commission of any Person retained by any Purchaser in connection with any of the
transactions contemplated by this Agreement.

                                    ARTICLE V

                                    COVENANTS

        5.1 Use of Name. From and after the Closing Date, the Seller agrees that
it shall not, and that it shall cause its respective Affiliates not to, directly
or indirectly use in any manner any trade name, trademark, service mark, logo,
or other name owned or used by the Company, or any trade name, trademark,
service mark, logo, or other name that is similar thereto in sound or
appearance.

        5.2 Termination of Certain Agreements. Seller shall, and Seller agrees
that it shall cause its respective Affiliates and the Company to, and that its
Affiliates and the Company shall, effective as of the Closing, without any cost
to the Company, terminate, rescind, cancel and render void and of no effect any
and all Contracts between the Company, on the one hand, and Seller or any of its
respective Affiliates (other than the Company), on the other hand; provided,
however, that this Section 5.2 shall not apply to this Agreement or the Related
Agreements. Seller agrees that, effective immediately, all rights of Seller and
its Affiliates, including the officers, members, managers, directors and
employees of the Company who do not continue to serve in such capacities after
the Closing, to indemnification by the Company for any acts or omissions by such
parties prior to and after the date of the Closing, as set forth in the Articles
of Organization, as amended, through the date hereof or in the Company's
Operating Agreement, as amended through the day immediately preceding the
Closing Date, any Contract or otherwise are hereby terminated, void, of no
effect and unenforceable by Seller, its Affiliates and such officers, directors
and employees.

        5.3 Confidentiality. From and after the date hereof, Seller shall, and
shall cause its Affiliates to, keep confidential and not disclose or furnish to
any other Person, and not use for its own benefit or the benefit of any other
Person, any confidential information, knowledge, or data concerning the business
or affairs of the Company or the Purchasers, except as required or permitted by
the Related Agreements to fulfill its obligations thereunder or as required by
applicable law or the rules of any applicable securities exchange. Seller agrees
that, upon the request of any Purchaser on or after the date hereof, it shall as
soon as reasonably practical deliver to such Purchaser all papers, books,
manuals, lists, correspondence and documents (in electronic format or otherwise)
containing or relating to the confidential information of the Company or the
Purchaser, together with all copies thereof.


                                       30

<PAGE>

        5.4 Publicity. Seller, the Company, and each Purchaser each agrees that
no public release or announcement concerning this Agreement and the transactions
contemplated hereby shall be issued without the prior consent of the other
parties, except as such release or announcement may be required by Law or the
rules or regulations of any securities exchange.

        5.5 Tax Reporting. Seller and Purchasers agree that all items of income,
gain, loss, deduction and credit relating to the Warped Summer Tour 2001 and any
Warped Inside Series operated by the Seller shall be reported by Seller on its
Tax Returns. Seller and Purchasers agree that they shall not report any such
items inconsistently with the preceding sentence. The Seller, at its sole cost
and expense, shall timely prepare and file any Tax Return of the Company that is
required to be filed for the calendar year 2001 and shall timely pay any Taxes
shown as due on any such Tax Return. Seller agrees that through the Closing Date
the Company shall be treated for tax reporting purposes as a disregarded entity.
The Company and the Seller shall cooperate fully, as and to the extent
reasonably requested by the other party, in connection with the preparation and
filing of any Tax Return, any audit, litigation or other proceeding with respect
to Taxes. Such cooperation shall include the retention and (upon the other
party's request) the provision of records and information which are reasonably
relevant to any such audit, litigation or other proceeding and making employees
available on a mutually convenient basis to provide additional information and
explanation of any material provided hereunder. The Company and the Seller agree
(i) to retain all books and records under their respective control with respect
to Tax matters pertinent to the Company relating to any period prior to the
Closing Date until the expiration of the applicable statute of limitations
(taking into account any waivers or extensions) and (ii) to give the other party
reasonable written notice prior to destroying or discarding any such books and
records and, if either party so requests, the other party shall allow the
requesting party to take possession of such books and records.

        5.6 2000 Taxes. Seller expressly agrees to pay (a) any outstanding
Federal income Taxes, if any, that remain due by the Company with respect to the
2000 calendar year and (b) any Federal or state income Taxes owed by the Company
with respect to the period from and after the Prior Closing through December 31,
2000.

        5.7 Customs Brokers Permits. Seller agrees to pay two outstanding
invoices, each in the amount of $1,824, issued by Preferred Customs Brokers,
Inc., as described in Schedule 3.21 hereto.

                                   ARTICLE VI

                                     CLOSING

        6.1 Closing. The Closing shall take place at the offices of Jeffer,
Mangels, Butler & Marmaro LLP, on the Execution Date ("Closing Date"). The
Closing, and all transactions to occur at the Closing, shall be deemed to have
taken place at, and shall be effective as of, 5:00 pm (Los Angeles time) on the
Closing Date.



                                       31
<PAGE>

        6.2 Deliveries by Seller and the Company. Purchasers hereby acknowledges
receipt of the following documents delivered by the Seller:

            (a) Duly executed endorsements and instruments of transfer and
assignment;

            (b) Evidence, in form satisfactory to Purchasers, that all consents
and approvals referred to in Schedule 3.3 have been obtained;

            (c) A written statement from each Person holding a Lien upon any of
the assets of the Company, or upon any Membership Interests, confirming the
repayment of the indebtedness secured thereby and the release as of the Closing
Date of: (i) such Lien; and (ii) all obligations under any and all Contracts
relating thereto;

            (d) (i) A certificate of Seller certifying resolutions of Seller
approving and authorizing the execution, delivery and performance of this
Agreement and the Related Agreements and the consummation of the transactions
contemplated hereby and thereby (together with an incumbency and signature
certificate regarding the officer(s) signing on behalf of the Seller) and (ii) a
certificate of the Company certifying resolutions of the Company approving and
authorizing the execution, delivery and performance of this Agreement and the
Related Agreements and the consummation of the transactions contemplated hereby
and thereby;

            (e) A certified copy of the Membership Interest Register of the
Company (or similar records of the Company reflecting the current members of the
Company, and the Membership Interests of such Persons) as of the Closing Date;

            (f) Resignations of the directors and officers of the Company, if so
requested by Purchasers prior to the Closing;

            (g) Certificate of Good Standing for the Company from the State of
California (dated as of a recent date);

            (h) An opinion, dated as of the Closing Date, of counsel for each of
the Company and the Seller, in form and substance satisfactory to the
Purchasers;

            (i) the Assignment and Assumption Agreement;

            (j) the Sponsorship Agreement; and

            (k) Document which transfers the Domain Name, executed by Yahoo,
Inc.

        6.3 Deliveries by Purchasers. Seller hereby acknowledges receipt of the
following documents delivered by the Purchasers:

            (a) An opinion, dated the Closing Date, of counsel for each
Purchaser, in form and substance satisfactory to Seller; and


                                       32

<PAGE>

            (b) the Cash Purchase Price.


                                   ARTICLE VII

                                 INDEMNIFICATION

        7.1 Survival. The representations and warranties of the parties hereto
contained herein shall survive the Closing until the close of business on
December 31, 2002, except that Tax Warranties shall survive until the Tax
Statute of Limitations Date and Title and Authorization Warranties shall survive
forever.

        7.2 Indemnification by Seller. The Seller agrees to indemnify each of
the Purchasers' Indemnified Parties against, and agrees to hold each of them
harmless from, any and all Losses incurred or suffered by them relating to,
arising out of, or in connection with, any of the following ("Purchaser
Indemnifiable Claims"):

            (a) any breach of, or any inaccuracy in, any representation or
warranty made by Seller in this Agreement or any document delivered at the
Closing; provided, however, that: (i) except for breaches of, or inaccuracies
in, Tax Warranties or Title and Authorization Warranties, a notice of the
Purchasers' Indemnified Party's claim shall have been given to the Seller not
later than the close of business on December 31, 2002; and (ii) in the case of a
Tax Warranty, a notice of the Purchasers' Indemnified Party's claim shall have
been given to the Sellers not later than the Tax Statute of Limitations Date;
and

            (b) any breach of, or failure by such Seller to perform, any
covenant or obligation of such Seller set out or contemplated in this Agreement
or any document delivered at the Closing.

            (c) Anything to the contrary contained in this Agreement
notwithstanding, in the event of any Purchaser Indemnifiable Claim out of or
relating to a breach of the representations and warranties contained in Article
III hereof, except for a breach of Sections 3.1(b), 3.2(b), 3.3(b), 3.3(d),
3.4(c), and 3.20, the parties hereto acknowledge and agree that Seller shall pay
directly to the Company the full amount of any such Losses, except for
Indemnifiable Expenses relating thereto actually incurred by any Purchasers'
Indemnified Parties which shall be paid to the Purchasers' Indemnified Party
which incurred such Indemnifiable Expenses.

            (d) Anything to the contrary contained in this Agreement
notwithstanding, in the event of any Purchaser Indemnifiable Claim out of or
relating to a breach of the representations and warranties contained in Sections
3.1(b), 3.2(b), 3.3(b), 3.3(d), 3.4(c), and 3.20 hereof, the parties hereto
acknowledge and agree that Seller shall pay directly to the Purchasers the full
amount of any such Losses. Unless Seller is advised to the contrary in a


                                       33

<PAGE>

writing executed by all of the Purchasers, such payment shall be allocated among
the Purchasers pro rata as follows: Vans, 70%; CAA, 10%; C&C, 10% and 4 Fini,
10%.

        7.3 Indemnification by Purchasers. Purchasers, severally and not
jointly, agree to indemnify the Seller Indemnified Parties against, and agree to
hold each of them harmless from, any and all Losses incurred or suffered by them
relating to, or arising out of, or in connection with, any of the following
("Seller Indemnifiable Claims"):

            (a) any breach of, or any inaccuracy in, any representation or
warranty made by any Purchaser in this Agreement or any document delivered by
Purchasers at the Closing; and

            (b) any breach of, or failure by any Purchaser to perform, any
covenant or obligation of Purchaser set out or contemplated in this Agreement or
any document delivered by Purchasers at the Closing.

        7.4 Claims. The provisions of this Section 7.4 shall be subject to
Section 7.5. As soon as is reasonably practicable after becoming aware of a
claim for indemnification under this Agreement the Indemnified Person shall
promptly give notice to the Indemnifying Person of such claim and the amount the
Indemnified Person will be entitled to receive hereunder from the Indemnifying
Person; provided that the failure of the Indemnified Person to give notice shall
not relieve the Indemnifying Person of its obligations under this Article VII
except to the extent (if any) that the Indemnifying Person shall have been
prejudiced thereby. If the Indemnifying Person does not object in writing to
such indemnification claim within thirty (30) calendar days of receiving notice
thereof, the Indemnified Person shall be entitled to recover promptly from the
Indemnifying Person the amount of such claim (but such recovery shall not limit
the amount of any additional indemnification to which the Indemnified Person may
be entitled pursuant to Section 7.2 or Section 7.3), and no later objection by
the Indemnifying Person shall be permitted. If the Indemnifying Person agrees
that it has an indemnification obligation but objects that it is obligated to
pay only a lesser amount, the Indemnified Person shall nevertheless be entitled
to recover promptly from the Indemnifying Person the lesser amount, without
prejudice to the Indemnified Person's claim for the difference.

        7.5 Notice of Third Party Claims; Assumption of Defense. The Indemnified
Person shall give notice as promptly as is reasonably practicable to the
Indemnifying Person of the assertion of any claim, or the commencement of any
suit, action or proceeding, by any Person not a party hereto in respect of which
indemnity may be sought under this Agreement; provided _that the failure of the
Indemnified Person to give notice shall not relieve the Indemnifying Person of
its obligations under this Article VII except to the extent (if any) that the
Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person
may, at its own expense: (a) participate in the defense of any claim, suit,
action or proceeding; and (b) upon notice to the Indemnified Person and the
Indemnifying Person's delivering to the Indemnified Person a written agreement
that the Indemnified Person is entitled to indemnification pursuant to Section
7.2 or Section 7.3 for all Losses arising out of such claim, suit, action or
proceeding and that the Indemnifying Person shall be liable for the entire
amount of any Loss, at any time during the


                                       34

<PAGE>

course of any such claim, suit, action or proceeding, assume the defense
thereof; provided, however, that: (i) the Indemnifying Person's counsel is
reasonably satisfactory to the Indemnified Person, and (ii) the Indemnifying
Person shall thereafter consult with the Indemnified Person upon the Indemnified
Person's reasonable request for such consultation from time to time with respect
to such claim, suit, action or proceeding. If the Indemnifying Person assumes
such defense, the Indemnified Person shall have the right (but not the duty) to
participate in the defense thereof and to employ counsel, at its own expense,
separate from the counsel employed by the Indemnifying Person. If, however, the
Indemnified Person reasonably determines in its judgment that representation by
the Indemnifying Person's counsel of both the Indemnifying Person and the
Indemnified Person would present such counsel with a conflict of interest, then
such Indemnified Person may employ separate counsel to represent or defend it in
any such claim, action, suit or proceeding and the Indemnifying Person shall pay
the fees and disbursements of such separate counsel. Whether or not the
Indemnifying Person chooses to defend or prosecute any such claim, suit, action
or proceeding, all of the parties hereto shall cooperate in the defense or
prosecution thereof.

        7.6 Settlement or Compromise. Any settlement or compromise made or
caused to be made by the Indemnified Person or the Indemnifying Person, as the
case may be, of any such claim, suit, action or proceeding of the kind referred
to in Section 7.5 shall also be binding upon the Indemnifying Person or the
Indemnified Person, as the case may be, in the same manner as if a final
judgment or decree had been entered by a court of competent jurisdiction in the
amount of such settlement or compromise; provided, however, that no obligation,
restriction or Loss shall be imposed on the Indemnified Person as a result of
such settlement without its prior written consent. The Indemnified Person will
give the Indemnifying Person at least ten (10 ) calendar days' notice of any
proposed settlement or compromise of any claim, suit, action or proceeding it is
defending, during which time the Indemnifying Person may reject such proposed
settlement or compromise; provided, however, that from and after such rejection,
the Indemnifying Person shall be obligated to assume the defense of and full and
complete liability and responsibility for such claim, suit, action or proceeding
and any and all Losses in connection therewith in excess of the amount of
unindemnifiable Losses which the Indemnified Person would have been obligated to
pay under the proposed settlement or compromise.

        7.7 Failure of Indemnifying Person to Act. In the event that the
Indemnifying Person does not elect to assume the defense of any claim, suit,
action or proceeding, then any failure of the Indemnified Person to defend or to
participate in the defense of any such claim, suit, action _or proceeding or to
cause the same to be done, shall not relieve the Indemnifying Person of its
obligations hereunder.

        7.8 Limitations.

            (a) The liability of Seller and Purchasers under this Article VII
shall be subject to reduction in an amount equal to the value of any: (i) net
Tax benefit realized by the Indemnified Person (by reason of a Tax deduction,
basis adjustment, shifting of income, credits and/or deductions, or otherwise
from one or more fiscal periods to another resulting, in each case, from any
Loss suffered by the Indemnified Person that forms the basis of the Indemnifying


                                       35

<PAGE>

Person's obligation hereunder), giving effect to any Tax liabilities of the
Indemnified Person arising as a result of any payments made by an Indemnifying
Person with respect to such claim for indemnification; and (ii) insurance
benefit realized by the Indemnified Person in connection with any Loss suffered
by such Person that forms the basis of the Indemnifying Person's obligation
hereunder.

            (b) Notwithstanding any provision in this Agreement to the contrary,
Seller shall not have any liability pursuant to Section 7.2(a):

                (i) unless and until aggregate Losses exceed $37,500, in which
event, Seller shall only be liable to the extent that such aggregate Losses
exceed $37,500; or

                (ii) for any aggregate Losses in excess of $6,000,000, except to
the extent that such aggregate Losses arise out of or relate to breaches of the
Tax Warranties, Title and Authorization Warranties or fraud by the Seller.

        7.9 Purchasers' Indemnified and Purchasers' Indemnifying Parties'
Representative. For the purposes of this Article VII, upon the occurrence of a
Seller Indemnifiable Claim or in the event the Purchasers' Indemnified Parties
include Vans, the parties hereto acknowledge and agree that unless Seller or any
Seller Indemnified Party is previously notified in writing to the contrary by
Vans, Vans shall have full authority to act by and on behalf or the Purchasers'
Indemnified or Purchasers' Indemnifying Parties ("Purchasers' Representative").

                                  ARTICLE VIII

                                  MISCELLANEOUS

        8.1 Expenses. Each party hereto shall bear its own expenses with respect
to the transactions contemplated hereby; provided that, Seller agrees to bear
all expenses incurred by the Company in connection with the negotiation and
execution of this Agreement and the consummation of the Sale. The Seller shall
pay all sales, use, stamp, transfer, service, recording, real estate and like
taxes or fees, if any, imposed by any Governmental Authority in connection with
the transfer and assignment of the Membership Interests.

        8.2 Amendment. This Agreement may be amended, modified or supplemented
only by a written instrument signed by the Purchasers, Company, and Seller.

        8.3 Notices. Any notice, request, instruction or other document to be
given hereunder by a party hereto shall be in writing and shall be deemed to
have been given: (a) when received if given in person or by courier or a courier
service; (b) on the date of transmission if sent by telex, facsimile or other
wire transmission; or (c) three (3) Business Days after being deposited in the
U.S. mail, certified or registered mail, postage prepaid:

        If to the Purchasers, then as set forth on Schedule 2.1 attached hereto:


                                       36

<PAGE>

        with a copy to (if Vans):

               Jeffer, Mangels, Butler & Marmaro LLP
               2121 Ave. of the Stars, 10th Floor
               Los Angeles, California 90067
               Attention: Barry L. Burten, Esq.
               Facsimile No.: 310-203-0567

        or with a copy to (if any other Purchaser):

               Advisors LLP
               11911 San Vicente Boulevard
               Suite 265
               Los Angeles, California 90049
               Attention: Leigh Morris, Esq.
               Facsimile No.: 310-472-5433

        If to the Seller, addressed as follows:

               Launch Media, Inc.
               2700 Pennsylvania Avenue
               Santa Monica, California 90404
               Attention: James Pitaro, Esq.
               Facsimile No.: 310-526-4400

        with a copy to:

               Mayer, Brown, Rowe & Maw
               190 South LaSalle Street
               Chicago, Illinois  60603
               Attention: Seth Weinberger, Esq.
               Facsimile No.: (312) 701-7711

or to such other individual or address as a party hereto may designate for
itself by notice given as herein provided.

        8.4 Effect of Investigation. Any due diligence review, audit or other
investigation or inquiry undertaken or performed by, or on behalf of, any
Purchasers or Seller shall not limit, qualify, modify or amend the
representations, warranties or covenants of, or indemnities by, the Purchasers
or Seller made or undertaken pursuant to this Agreement. Notwithstanding the
foregoing or anything to the contrary contained elsewhere herein, the parties
agree as follows:

            (a) if any Purchaser has Actual Knowledge of any breach of any
representations or warranties made or undertaken by Seller pursuant to Article
III of this Agreement prior to the Closing Date, then the Purchaser(s) with such
Actual Knowledge shall


                                       37

<PAGE>

not be entitled to indemnification pursuant to Article VII of this Agreement for
any Losses arising out of or relating to such breach;

            (b) if any Founder (i) has Knowledge of any breach of any
representations or warranties made or undertaken by Seller pursuant to Article
III of this Agreement in connection with such Founder's performance of its
services pursuant its Prior Services Agreement with the Company prior to the
Closing Date ("Founder's Knowledge") or (ii) breaches its Prior Services
Agreement with the Company ("Prior Services Agreement Breach"), then and in such
event such Founder shall not be entitled to indemnification pursuant to Article
VII of this Agreement for any Losses arising out of or relating to such
Founder's Knowledge or Prior Services Agreement Breach;

            (c) if Seller has Actual Knowledge of any breach of any
representations or warranties made or undertaken by Purchasers pursuant to
Article IV of this Agreement, then the Seller shall not be entitled to
indemnification pursuant to Article VII of this Agreement for any Losses arising
out of or relating to such breach; and

            (d) if Seller has Actual Knowledge of any breach of any
representations or warranties made or undertaken by the Prior Sellers pursuant
to Article III of the Prior Purchase Agreement ("Seller's Knowledge"), then
notwithstanding anything to the contrary contained elsewhere herein or in any
representation or warranty pursuant to Article III hereof, the Seller shall
indemnify the Company and/ or the Purchasers in accordance with Article VII of
this Agreement for any Losses incurred by thee Company and/or the Purchasers
arising out of or relating to the Seller's Knowledge.

        8.5 Waivers. The failure of a party hereto at any time or times to
require performance of any provision hereof shall in no manner affect its right
at a later time to enforce the same. No waiver by a party of any condition or of
any breach of any term, covenant, representation or warranty contained in this
Agreement shall be effective unless in writing, and no waiver in any one or more
instances shall be deemed to be a further or continuing waiver of any such
condition or breach in other instances or a waiver of any other condition or
breach of any other term, covenant, representation or warranty.

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

        8.7 Interpretation. The headings preceding the text of articles and
sections included in this Agreement and the headings to schedules attached to
this Agreement are for convenience only and shall not be deemed part of this
Agreement or be given any effect in interpreting this Agreement. The use of the
masculine, feminine or neuter gender herein shall not limit any provision of
this Agreement. The use of the terms "including" or "include" shall in all cases
herein mean "including, without limitation" or "include, without limitation,"
respectively. Underscored references to articles, sections, subsections or
schedules shall refer to those portions of this Agreement. Consummation of the
transactions contemplated herein shall not be deemed a


                                       38

<PAGE>

waiver of a breach of or inaccuracy in any representation, warranty or covenant
or of any party's rights and remedies with regard thereto. No specific
representation, warranty or covenant contained herein shall limit the generality
or applicability of a more general representation, warranty or covenant
contained herein. A breach of or inaccuracy in any representation, warranty or
covenant shall not be affected by the fact that any more general or less general
representation, warranty or covenant was not also breached or inaccurate.

        8.8 Applicable Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the substantive laws of the State of
California, without giving effect to the principles of conflicts of law thereof.

        8.9 Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that no assignment of any rights or obligations shall be made
by the Seller without the written consent of Purchasers or by any Purchaser
without the written consent of the Seller, except that (i) any party hereto may
assign its rights hereunder without such consent to any Affiliate of such party
or to any Person in connection with a merger, acquisition, or sale of all or
substantially all of the assets of such party or (ii) the Purchasers may
transfer their Membership Interests and any and all rights hereunder with
respect thereto, including the rights to indemnification by Seller pursuant to
Article VII of this Agreement so that the distribution of any of the benefits
pursuant to this Agreement, shall be allocated pro rata among the holders of
Membership Interests at such time; provided, however, that no assignment or
other transfer of any party's obligations hereunder shall relieve such party of
such obligations hereunder.

        8.10 No Third Party Beneficiaries. This Agreement is solely for the
benefit of the parties hereto and, to the extent provided herein, their
respective Affiliates, directors, officers, employees, members, managers, agents
and representatives, and no provision of this Agreement shall be deemed to
confer upon other third parties any remedy, claim, liability, reimbursement,
cause of action or other right.

        8.11 Further Assurances. Upon the reasonable request of Purchasers,
Seller shall on and after the Closing Date execute and deliver to Purchasers
such other documents, releases, assignments and other instruments as may be
required to effectuate completely the transfer and assignment to Purchasers of,
and to vest fully in Purchasers title in and to, the Membership Interests, and
to otherwise carry out the purposes of this Agreement.

        8.12 Severability. If any provision of this Agreement shall be held
invalid, illegal or unenforceable, the validity, legality or enforceability of
the other provisions hereof shall not be affected thereby, and there shall be
deemed substituted for the provision at issue a valid, legal and enforceable
provision as similar as possible to the provision at issue.

        8.13 Remedies Cumulative. The remedies provided in this Agreement shall
be cumulative and shall not preclude the assertion or exercise of any other
rights or remedies available by law, in equity or otherwise.


                                       39

<PAGE>

        8.14 Entire Understanding. This Agreement and the Related Agreements set
forth the entire agreement and understanding of the parties hereto and supersede
any and all prior agreements, arrangements and understandings among the parties
hereto, including, but not limited to, the Letter Agreement, as amended, by and
among Purchasers and Seller dated June 22, 2001.

        8.15 Arbitration of Disputes.

            (a) All claims, disputes, or controversies (any or all of which
shall hereinafter be referred to as the "Dispute" or the "Disputes") arising
between the parties hereto with respect to the making, construction, terms, or
interpretation of this Agreement or the Transactional Documents or any breach
thereof, or the rights or obligations of any party hereto or thereto, shall, in
lieu of court action, be submitted to mandatory, binding arbitration upon
written demand of any party in accordance with the procedures set forth below.

            (b) Pre-Demand Requirements. No demand for arbitration of any such
Dispute may be made unless and until

                (i) the party alleging the Dispute has first sent a written
notice of Dispute to the party against whom the Dispute is alleged. The notice
shall be sent to the party in accordance with the notice provisions of the
Agreement and describe with specificity the facts of the matter at issue, the
amount involved to the extent then known, if any, and the relief sought; and

                (ii) the party to whom the notice of Dispute has been sent has
been given thirty (30) days to respond; and

                (iii) if a response is made, the party alleging the Dispute
shall reply with specificity to the response within thirty (30) calendar days of
actual receipt of the response; and

                (iv) the parties have made a good faith effort to resolve the
Dispute informally before the demand for arbitration is made.

            (c) Time Limitations. Demand for arbitration shall be made within
twelve (12) months after the date the notice of Dispute is sent, but in no event
after the date on which institution of legal or equitable proceedings based upon
the facts giving rise to the Dispute would be barred by applicable statutes of
limitation. If demand for arbitration is not made within the time period
specified herein, the party alleging the Dispute shall be deemed to have waived
and released the claim and/or cause of action and shall be barred from demanding
arbitration or pursuing any other remedy, at law or in equity, pertaining to the
Dispute or to the facts and/or issues giving rise or relating to the Dispute.

            (d) Form of Demand. Notice of the demand for arbitration shall be
served by mail upon the party against whom arbitration is sought. Said notice
shall be in conformity with


                                       40

<PAGE>

Section 8.3 of this Agreement. The demand shall set forth a reasonable
description of the issues to be submitted to arbitration, the amount involved,
if any, to the extent known, if any, and the relief sought (the "Demand").

            (e) Type of Arbitration. The arbitration shall be conducted in
accordance with the commercial arbitration rules of the American Arbitration
Association (hereinafter the "AAA"), pursuant to the Uniform Arbitration Act as
adopted in the State of California, or the state equivalent.

            (f) Selection of Arbitrator. Within ten (10) days after service of
the Demand, the party seeking arbitration shall file the following items with
the office of the AAA nearest to the location of the Arbitration and shall copy
the non-initiating party by certified mail: (i) the Demand; (ii) three (3)
copies of this arbitration provision; (iii) a detailed statement of the Dispute,
including, the amount involved to the extent known and the remedy or remedies
sought; and (iv) the appropriate administrative fee as provided in the AAA
Administrative Fee Schedule. The submission shall request that the AAA submit to
the parties a list of at least three (3) disinterested arbitrators who have no
prior dealings (other than prior service as an arbitrator) with either of the
parties, and who would be willing to serve as arbitrators. The parties shall
jointly select one (1) of the proposed arbitrators. If no agreement is reached
as to the selection of the arbitrator, the parties may request that the AAA
recommend at least three (3) additional arbitrators with the above stated
qualifications. If the parties cannot agree on one (1) arbitrator from among the
second group proposed by the AAA, the AAA shall appoint one (1) of the three (3)
to serve a arbitrator.

            (g) Evidence. The arbitrator shall be the sole judge of the
admissibility, relevance and materiality of the evidence offered and conformity
with the legal rules of evidence shall not be necessary. Discovery shall be
permitted to the extent that it is not unduly burdensome, oppressive, annoying
or used to harass the other party(ies).

            (h) Location of Hearing. Each Party hereby irrevocably submits to
the jurisdiction of the arbitrator in Los Angeles, California and waives any
defense in an arbitration based upon any claim that such Party is not subject
personally to the jurisdiction of such arbitrator, that such arbitration is
brought in an inconvenient forum or that such venue is improper.

            (i) Closed Hearings. The arbitration hearing shall be closed to all
persons except the arbitrator, the parties and their attorneys and witnesses.

            (j) Arbitrator Compensation. The arbitrator shall fix his/her
compensation together with the time and manner of payment. Such compensation
shall be borne equally by the parties, unless the arbitrator, in his/her
discretion, determines that the prevailing party's share should be paid by the
losing party(ies).

            (k) Limitation On Relief Awardable. The sole forms of relief
awardable by the arbitrators shall be to issue a declaratory judgment on the
construction and/or interpretation



                                       41
<PAGE>

of any clause in the Agreement; and/or award actual money damages plus, if the
arbitrator deems appropriate, pre-award and post award interest at the prime
rate, as reported in the Wall Street Journal, Western Edition, plus 100 basis
points, from the time when such amounts became due until paid. Each party shall
bear an equal share of the cost of arbitration, except that the expenses of
witnesses shall be borne by the party producing such witnesses. Each party shall
pay its own attorneys fees, unless the arbitrator, in his/her discretion,
determines that the prevailing party's attorneys fees should be paid by the
losing party(ies). The arbitrator shall have no authority or power to grant, and
no party shall seek, any award of punitive or exemplary or like damages.

            (l) Decision of the Arbitrator and Entry of Judgment. The
arbitrator's decision shall be in writing, setting forth the reasons and grounds
for the arbitrator's decision. The arbitrator's decision shall be final and
binding upon, and enforceable as to, the parties, except to the extent that
California law requires that any party to an arbitration has the right to
challenge or appeal binding arbitration. The arbitration award may be entered in
the Superior Court of Los Angeles, California, and in connection therewith, each
member hereby consents to the exclusive jurisdiction of such court sitting in
Los Angeles, California solely for such purposes.

            (m) Payment of Award; Performance of Obligations. The party against
whom the award is rendered shall pay any monetary award and/or comply with any
other order of the arbitrator within sixty (60) calendar days of the entry of
judgment on the award.

            (n) Notices. BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO
HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF
DISPUTES" PROVISION OF THIS AGREEMENT DECIDED BY NEUTRAL ARBITRATION AS PROVIDED
BY THE LAWS OF THE STATE OF CALIFORNIA AND YOU ARE GIVING UP ANY RIGHTS YOU
MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY
INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO
DISCOVERY


                                       42

<PAGE>

AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF
DISPUTES" PROVISION OF THIS AGREEMENT. IF YOU REFUSE TO SUBMIT TO ARBITRATION
AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE
AUTHORITY OF THE LAWS OF THE STATE OF CALIFORNIA. YOU AGREE THAT YOUR AGREEMENT
TO THIS ARBITRATION PROVISION IS VOLUNTARY.

        WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES
ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION
OF THIS AGREEMENT TO NEUTRAL ARBITRATION.

                      SD                                          MR
SELLER'S INITIALS   ________                CAA'S INITIALS     _________

                      KL                                          DC
4 FINI'S INITIALS   ________                C&C'S INITIALS     _________

                      CEG                                         RR
VANS' INITIALS      ________                COMPANY'S INITIALS _________

            (o) Enforcement of Judgment. The arbitrator's award may be entered
by any governmental authority having jurisdiction thereof or having jurisdiction
over the Parties or their assets.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.

        LAUNCH MEDIA, INC.

        By: /s/ SUSAN L. DECKER
           ----------------------------------
        Name:  Susan L. Decker
        Title: Chief Financial Officer


        C.C.R.L., LLC

        By: /s/ ROBERT ROBACK
           ----------------------------------
        Name:  Robert Roback
        Title: Manager


                                       43

<PAGE>


CREATIVE ARTISTS AGENCY LLC                 4 FINI, INC.

     /s/ MICHAEL RUBEL                           /s/ KEVIN LYMAN
By:_________________________________        By:_________________________________
Name:_______________________________        Name:_______________________________
Title:______________________________        Title:______________________________



CODIKOW & CARROLL, PC                       VANS, INC.

     /s/ DAVID CODIKOW                           /s/ CRAIG GOSSELIN
By:_________________________________        By:_________________________________
Name:_______________________________        Name:_______________________________
Title:______________________________        Title:______________________________



                                       44

<PAGE>

                                  SCHEDULE 2.1

                             SCHEDULE OF PURCHASERS

                                              CASH
                                              PURCHASE
                              PERCENTAGE      PRICE PAID
                              INTERESTS       BY EACH
                              BEING SOLD TO   PURCHASER TO
MEMBER NAME AND ADDRESS       PURCHASER       SELLER
----------------------------- --------------- --------------
Creative Artists Agency       10%             $120,000
LLC
9830 Wilshire Blvd.
Beverly Hills, CA
  90212-1825
Attn: Michael Rubel
Fax: 310-288-4800

Codikow & Carroll, PC         10%             $120,000
9113 Sunset Blvd.
Los Angeles, CA 90069
Attn:  David Codikow
Fax:  310-271-0775

4 Fini, Inc.                  10%             $120,000
4650 Arrow Highway
Montclair, CA 91763
Attn: Kevin Lyman
Fax: 909-482-1902

Vans, Inc.                    70%             $840,000
15700 Shoemaker Ave.
Santa Fe Springs, CA
  90670
Attn: Craig Gosselin
Fax: 562-565-8413

TOTAL:                        100%            $1,200,000


                                      A-1

<PAGE>

                                    EXHIBIT A

                              SPONSORSHIP AGREEMENT

The following ("Sponsorship Agreement") sets forth the terms and conditions
pursuant to which LAUNCH shall be a sponsor of the North American summer leg of
the Vans Warped Tour `02 ("Tour"):

        1. SUBJECT PARTIES: LAUNCH Media, Inc., 2700 Pennsylvania Avenue, Santa
Monica, California 90404, Attn: James Pitaro, Esq. (for the purposes of this
Sponsorship Agreement, "Sponsor"), and C.C.R.L., LLC, 15700-A Shoemaker Avenue,
Santa Fe Springs, California 90670, Attn: Craig Gosselin, Esq. (for the purposes
of this Sponsorship Agreement, "Company").

        2. TERM: The term of the Sponsorship Agreement ("Term") shall commence
as of the Closing, and continue until the last concert of the Tour.

        3. NONEXCLUSIVITY: Sponsor acknowledges and agrees that Sponsor is not
the sole or exclusive sponsor of the Tour or any particular Tour event, and that
Company shall be entitled to permit other persons or entities to act as sponsors
of the Tour and/or any particular Tour event, or to refrain therefrom, in its
sole discretion.

        4. CONTROL OF TOUR: Sponsor acknowledges that Company shall have sole
and exclusive control over the concert performances, athletic exhibitions, and
all other aspects of the Tour.

        5. SPONSOR'S PROMOTIONAL ENTITLEMENT: Provided Sponsor has fulfilled all
of its obligations hereunder and is not in breach of this Sponsorship Agreement,
Sponsor shall be entitled to the following:

            (a) Company shall include the name and/or logo of Sponsor (the
"Sponsor Identification") in all radio announcements, press releases, Vans
Warped Tour CD compilations, full-page print advertisements, Tour posters, and
other promotional materials (collectively, "Tour Promotional Materials") created
and placed directly by Company or under Company's control during the Term which
relate solely to the Tour and embody the name(s) and/or logo(s) of substantially
all other sponsors of the Tour. The size and location of Sponsor's name and/or
logo in such advertisements shall be determined by Company, in its sole
discretion, but shall never be smaller than twenty-five percent (25%) of the
size of that of any title sponsor and shall always be substantially comparable
in size to that of any other associate level sponsor of the Tour. No inadvertent
failure to incorporate the Sponsor Identification as set forth above in any
applicable Tour Promotional Materials shall be deemed a breach hereof, provided
Company endeavors to prospectively cure such failure, if possible, following
written notice thereof from Sponsor. Sponsor shall prepare artwork embodying the
Sponsor Identification, in such format reasonably requested by Company, and
shall deliver same to Company in accordance with Company's production timetable.
Sponsor shall have the right to approve the main advertising "mat" created for
the Tour, solely for the purpose of insuring that Company has complied with the
foregoing obligation concerning inclusion of the Sponsor Identification, which
approval shall not be


                                      A-2

<PAGE>

unreasonably withheld or delayed.

            (b) Subject to the prior written approval of Company in each
instance, Sponsor shall have the right to identify itself as a sponsor of the
Tour in its television, radio and/or print advertising; provided, however, that
the Tour must in all instances be identified as the "Vans Warped Tour '02 --
Presented by [TBD]", or as Company shall otherwise direct in writing.

            (c) Subject to Company's contractual obligations to other sponsors
of the Tour and local restrictions, if any, Sponsor shall have the nonexclusive
right to post two (2) banners (not to exceed 3' x 6' or 4' x 2' in size) (the
"Banners") containing a mutually approved design incorporating Sponsor's name
and/or logo, at each concert location of the Tour. The specific location,
placement and all other aspects of the display of the Banners shall be subject
to Company's approval. Sponsor shall be solely responsible for all costs and
expenses associated with the creation of the Banners and shall, at Sponsor's
sole cost and expense, deliver the Banners, along with all other materials which
Sponsor intends to be transported by Company in accordance with paragraph (d),
below, to Company where and as directed by Company. Company shall have no
liability whatsoever for any loss of or damage to the Banners posted by Sponsor
at concert locations of the Tour, and shall have no obligation to return any
Banners to Sponsor upon the conclusion of the Tour.

            (d) Company shall provide to Sponsor ground space approximately 10'
by 20' in size for an enclosed tent at each concert location of the Tour (the
"Sponsor Tent"), which Sponsor Tent shall be provided by Company. Sponsor
acknowledges and agrees that the Sponsor Tent shall house the "Warped Are They
Now" attraction (the "Attraction") as was the case in connection with the Vans
Warped Tour `01. Sponsor may have Company hang banners or other signage
embodying the Sponsor Identification (which signage shall be provided by Sponsor
and delivered to Company prior to commencement of the Tour) and conduct
autograph signings by Tour artists within the Sponsor Tent on a non-exclusive
basis. Company shall be responsible for setting up, breaking down, staffing,
maintaining, and transporting the Sponsor Tent and the Attraction for the
duration of the Tour, and shall bear all costs associated therewith.
Notwithstanding the foregoing, Sponsor shall be solely responsible for
negotiating and making necessary arrangements with Tour artists concerning
autograph signing events, and shall bear all costs and obligations associated
therewith; in this connection, however, Company shall use reasonable efforts to
respond to Sponsor's written requests for Tour artist contact information.
Unless caused directly or indirectly by Company, Company shall have no liability
whatsoever for any injuries to persons, or loss or damage to property arising
out of or in any way related to the Sponsor Tent, or to any property, materials,
products and/or merchandise which Sponsor uses, distributes, and/or exhibits in
the Sponsor Tent, or otherwise, at concert locations during the Tour, except
that Company shall use reasonable efforts to ensure that Sponsor's signage to be
displayed in the Sponsor Tent is not stolen or damaged by Tour patrons, and will
immediately notify sponsor if such signage is stolen or damaged.

            (e) Company shall provide Sponsor with eight (8) complimentary
general admission tickets (four [4] of which shall be accompanied by VIP access
passes) for each Tour concert during the Term for Sponsor's use for giveaways,
employee incentives or other promotional purposes, as well as up to four (4)
seasonal VIP laminates for use by Sponsor representatives. None of the foregoing
tickets or


                                      A-3

<PAGE>

passes may be resold under any circumstances.

            (f) Company shall make available to Sponsor, at Company's sole cost
and expense, a fixed placement advertisement (approximately 1.5" by .75" in
size) on the home page of Company's Tour website during the duration of the
Tour. Sponsor shall be solely responsible for all costs and expenses in
connection with the creation of any and all materials necessary to implement the
foregoing (i.e., layout design, graphics, concept, artwork, etc.), and shall
deliver same to Company at Sponsor's sole cost and expense.

        6. COMPANY'S USE OF SPONSOR'S MATERIALS: Except as expressly set forth
herein and subject to Sponsor's prior written approval (which approval shall not
be unreasonably withheld or delayed), Company shall have the right, but not the
obligation, to use Sponsor's trade-name(s), trademark(s), and/or logo(s)
(collectively, "Sponsor's Marks") in connection with: (i) any and all
advertising and promotion of the Tour; (ii) any and all Tour merchandise created
and sold or otherwise distributed by Company; (iii) any phonorecords and/or
audiovisual works relating to the Tour, including (without limitation) those
featuring musical, athletic, and/or other performances or footage from the Tour;
and (iv) any and all news items, press releases and/or other information in any
media relating to the Tour. Notwithstanding the foregoing, Sponsor's approval
shall not be required for any use of Sponsor's Marks required by the terms of
this Agreement, or for any passive, incidental use of Sponsor's Marks (i.e., the
appearance of a Sponsor Mark as embodied in an on-site banner in the background
of a photograph featuring a Tour athlete or other subject) within the context of
any of the foregoing-described categories.

        7. WARRANTIES/REPRESENTATIONS/INDEMNITY/INSURANCE:

            (a) Each party represents and warrants that it has the right, power
and authority to enter into this Sponsorship Agreement, to grant the rights
granted herein, and to perform the duties and obligations described herein.
Sponsor represents and warrants that every person who shall perform services for
or on behalf of Sponsor in connection with the Tour is at least eighteen (18)
years old as of the date hereof.

            (b) Sponsor represents and warrants that it shall obtain and/or
maintain adequate advertising and liability insurance policies during the Term
to cover all activities undertaken by or on behalf of Sponsor in connection with
the Tour, including but not limited to the operation of the Sponsor Tent and the
visitation thereof by Tour patrons. Company shall be named as an additional
insured on each of Sponsor's insurance policies relating to injuries to persons
or property including, but not limited to, comprehensive general and public
liability insurance, which policies shall be free of encumbrance(s) in the
amount of at least Five Million Dollars ($5,000,000.00) for personal injury and
Five Million Dollars ($5,000,000.00) for property damage, and shall be issued
from qualified insurance carriers currently rated A minus or better by A.M. Best
Company. Sponsor shall also obtain and/or maintain appropriate Workers
Compensation Insurance for all personnel providing services to or on behalf of
Sponsor in connection with the Tour or who are otherwise present at Tour venues
on behalf of Sponsor, if any. Sponsor shall provide Company with certificates of
each of the foregoing insurance policies no later than thirty (30) days prior to
commencement of the Tour. Sponsor further warrants and represents that it shall
comply with any local laws, tariffs, taxes and/or customs requirements, and
shall be solely responsible for any and


                                      A-4

<PAGE>

all payments which may be due in connection therewith.

            (c) Company represents and warrants that it shall obtain and/or
maintain adequate advertising, automobile and liability insurance policies
during the Term to cover all activities undertaken by or on behalf of Company in
connection with the Tour. Sponsor LAUNCH Media, Inc. and its parent company,
Yahoo!, Inc., shall be named as additional insureds on each of Company's
insurance policies relating to injuries to persons or property including, but
not limited to, comprehensive general and public liability insurance, which
policies shall be free of encumbrance(s) in the amount of at least Five Million
Dollars ($5,000,000.00) for personal injury and Five Million Dollars
($5,000,000.00) for property damage, and shall be issued from qualified
insurance carriers currently rated A minus or better by A.M. Best Company.
Company shall also obtain and/or maintain appropriate Workers Compensation
Insurance during the Term. Company shall provide Sponsor with certificates of
each of the foregoing insurance policies no later than thirty (30) days prior to
commencement of the Tour. Company further warrants and represents that it shall
comply with any local laws, tariffs, taxes and/or customs requirements,
applicable to its activities hereunder, and shall be solely responsible for any
and all payments which may be due in connection therewith.

            (d) Company agrees to indemnify, defend and hold Sponsor and its
officers, directors, agents, representatives, shareholders and employees
harmless from and against any and all claims, suits, expenses, damages or other
liabilities, including reasonable attorney's fees and court costs, arising out
of: (i) the breach by Company of any of the representations and warranties made
by Company in this Sponsorship Agreement; (ii) any personal injury or property
damage arising out of or in connection with the Tour; and/or (iii) any activity
by or on behalf of Company in connection with the Tour; provided, however, the
foregoing indemnity shall not apply to any claims, suits, expenses, damages or
other liabilities principally arising out of any act or omission of Sponsor.

            (e) Sponsor agrees to defend, indemnify, and hold Company,
performers engaged by Company, all other sponsors of the Tour, and all of their
respective officers, directors, agents, representatives, shareholders and
employees, harmless from and against any and all claims, suits, expenses,
damages or other liabilities, including reasonable attorney's fees and court
costs, arising out of: (i) the breach by Sponsor of any of the representations
or warranties made by Sponsor in this Sponsorship Agreement; (ii) the use by
Company, its respective agents and/or assigns, of any materials supplied by
Sponsor hereunder, including (without limitation) any signage, banners, names,
trademarks, service marks, trade-names or logos; and (iii) any action of any
kind, including (without limitation) any action for personal injury or property
damage in respect of or concerning any material, product or service offered or
supplied by Sponsor hereunder or any activity occurring in or in connection with
the Sponsor Tent or otherwise conducted or undertaken by or on behalf of Sponsor
in connection with the Tour; provided, however, that the foregoing indemnity
shall not apply to any claims, suits, expenses, damages or other liabilities
principally arising out of any act or omission by Company.

        8. MISCELLANEOUS:

            (a) Sponsor acknowledges that all rights in and to the Tour,
Company's name and logo, the name and logo of the Tour, and all artwork,
trademarks, service


                                      A-5

<PAGE>

marks and all goodwill associated therewith shall be owned and controlled
exclusively by Company, and Sponsor shall have no right, title or interest
therein or thereto.

            (b) Notices by either party to the other shall be given by
registered or certified mail, return receipt requested, to the respective
addresses set forth in paragraph 1, above.

            (c) This Sponsorship Agreement shall be construed under the laws of
the State of California. The courts of the State of California located in the
county of Los Angeles shall have exclusive jurisdiction over any and all claims,
controversies, disputes and disagreements arising out of this Sponsorship
Agreement or the breach thereof, and the parties hereto submit to the personal
jurisdiction of such courts.

            (d) Neither party shall be liable for any failure of or delay in the
performance of their respective obligations under this Sponsorship Agreement to
the extent such failure or delay is due to circumstances beyond its reasonable
control, including (without limitation) acts of God or a public enemy including,
but not limited to floods, wars, civil disturbances, sabotage, accidents,
insurrections, blockades, embargoes, storms, explosions, labor disputes and/or
acts of any governmental body, nor shall any such failure or delay give either
party the right to terminate this Sponsorship Agreement.

            (e) No breach by either party hereof shall be deemed material unless
the other party shall give written notice of such purported breach to the
breaching party and the breaching party has not cured such breach within fifteen
(15) days after receipt of such notice.

            (f) This Sponsorship Agreement shall not be deemed to create any
joint venture, partnership or agency between the parties hereto. It is
understood that each party to this Sponsorship Agreement shall be independent of
the other and that neither party shall have the right or authority to bind the
other party.

            (g) This Sponsorship Agreement constitutes the complete agreement
between the parties hereto on the subject matter hereof, and all prior or
contemporaneous agreements between the parties, whether oral or written, shall
be deemed merged herein. This Sponsorship Agreement may not be modified or
amended except by a written instrument duly executed by the party to be charged.

            (h) Sponsor shall not have the right to assign, sell, lease, license
or sublicense, in whole or in part, any of its rights or obligations hereunder,
including (without limitation) Sponsor's right to post signage and hang banners
at Tour concerts (including in and about the Sponsor Tent), and Sponsor's right
to ground space for and to conduct activities in the Sponsor Tent at Tour
concerts.


                                      A-6

<PAGE>

                                           LAUNCH MEDIA, INC.



                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________



                                            C.C.R.L., LLC

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________


                                      A-7

<PAGE>

                                   _EXHIBIT B

                        COMPANY ARTICLES OF ORGANIZATION



                                      B-1

<PAGE>

                                    EXHIBIT C

                           COMPANY OPERATING AGREEMENT



                                      C-1

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                         <C>
ARTICLE I  DEFINITIONS.....................................................................  2

   1.1    Definitions......................................................................  2

ARTICLE II  SALE AND PURCHASE OF MEMBERSHIP INTERESTS; ADDITIONAL TERMS AND AGREEMENTS.....  8

   2.1    Sale and Purchase................................................................  8
   2.2    Acceptance of Membership Interests...............................................  9
   2.3    Termination of Rights in Tour....................................................  9
   2.4    Ownership of the Domain Name and the Website.....................................  9
   2.5    Prior Services and Purchase Agreements........................................... 10
   2.6    October 1, 2001 Earn-Out Payment................................................. 11
   2.7    2002 Sponsorship Revenues........................................................ 11

ARTICLE III  REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY...................... 12

   3.1    Due Incorporation; Subsidiaries.................................................. 13
   3.2    Due Authorization................................................................ 13
   3.3    Consents and Approvals; Authority Relative to this Agreement..................... 14
   3.4    Capitalization................................................................... 15
   3.5    Financial Statement; Undisclosed Liabilities; Other Documents.................... 16
   3.6    No Adverse Effects or Changes.................................................... 16
   3.7    Title to Properties.............................................................. 18
   3.8    Condition and Sufficiency of Assets; Computer System............................. 18
   3.9    Real Property.................................................................... 18
   3.10   Personal Property................................................................ 19
   3.11   Inventories...................................................................... 19
   3.12   [RESERVED]....................................................................... 19
   3.13   Intellectual Property............................................................ 19
   3.14   Contracts........................................................................ 20
   3.15   Permits.......................................................................... 22
   3.16   Insurance........................................................................ 22
   3.17   Employee Benefit Plans and Employment Agreements................................. 22
   3.18   Employment and Labor Matters..................................................... 23
   3.19   Capital Improvements............................................................. 24
   3.20   Taxes............................................................................ 24
   3.21   No Defaults or Violations........................................................ 25
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                         <C>
   3.22   Environmental Matters............................................................ 25
   3.23   Litigation....................................................................... 26
   3.24   No Conflict of Interest.......................................................... 27
   3.25   Bank Accounts.................................................................... 27
   3.26   Promoters and Vendors............................................................ 27
   3.27   [RESERVED]....................................................................... 27
   3.28   Brokers.......................................................................... 28
   3.29   Imposition of Certain Liability.................................................. 28
   3.30   Accuracy of Statements........................................................... 28
   3.31   Prior Closing Representations and Warranties..................................... 28
   3.32   Assignment and Assumption Agreement.............................................. 29
ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF PURCHASERS................................... 29

   4.1    Due Incorporation................................................................ 29
   4.2    Due Authorization................................................................ 29
   4.3    Consents and Approvals; Authority Relative to this Agreement..................... 29
   4.4    No Violation of Other Instruments or Laws........................................ 29
   4.5    Brokers.......................................................................... 30

ARTICLE V  COVENANTS....................................................................... 30

   5.1    Use of Name...................................................................... 30
   5.2    Termination of Certain Agreements................................................ 30
   5.3    Confidentiality.................................................................. 30
   5.4    Publicity........................................................................ 31
   5.5    Tax Reporting.................................................................... 31
   5.6    2000 Taxes....................................................................... 31

ARTICLE VI  CLOSING........................................................................ 31

   6.1    Closing.......................................................................... 31
   6.2    Deliveries by Seller and the Company............................................. 32
   6.3    Deliveries by Purchasers......................................................... 32

ARTICLE VII  INDEMNIFICATION............................................................... 33

   7.1    Survival......................................................................... 33
   7.2    Indemnification by Seller........................................................ 33
   7.3    Indemnification by Purchasers.................................................... 34
   7.4    Claims........................................................................... 34
   7.5    Notice of Third Party Claims; Assumption of Defense.............................. 34
   7.6    Settlement or Compromise......................................................... 35
</TABLE>


<PAGE>

<TABLE>
<S>                                                                                         <C>
   7.7    Failure of Indemnifying Person to Act............................................ 35
   7.8    Limitations...................................................................... 35
   7.9    Purchasers' Indemnified and Purchasers' Indemnifying Parties' Representative..... 36

ARTICLE VIII  MISCELLANEOUS................................................................ 36

   8.1    Expenses......................................................................... 36
   8.2    Amendment........................................................................ 36
   8.3    Notices.......................................................................... 36
   8.4    Effect of Investigation.......................................................... 37
   8.5    Waivers.......................................................................... 38
   8.6    Counterparts..................................................................... 38
   8.7    Interpretation................................................................... 38
   8.8    Applicable Law................................................................... 39
   8.9    Assignment....................................................................... 39
   8.10   No Third Party Beneficiaries..................................................... 39
   8.11   Further Assurances............................................................... 39
   8.12   Severability..................................................................... 39
   8.13   Remedies Cumulative.............................................................. 39
   8.14   Entire Understanding............................................................. 40
   8.15   Arbitration of Disputes.......................................................... 40
</TABLE>

<PAGE>

                                    SCHEDULES

Schedule 1.1     Assets Not Constituting Purchased Assets
Schedule 2.1     Schedule of Purchasers and Related Matters
Schedule 3.1     Subsidiaries
Schedule 3.3     Consents and Approvals
Schedule 3.4     Capitalization
Schedule 3.5(a)  Financial Statement
Schedule 3.6     Certain Changes
Schedule 3.7     Title, Liens and Encumbrances
Schedule 3.8     Condition of Assets; Shared Assets; Computer System
Schedule 3.10    Personal Property and Personal Property Leases
Schedule 3.13    Intellectual Property
Schedule 3.14    Contracts
Schedule 3.15    Permits
Schedule 3.16    Insurance
Schedule 3.17    ERISA Liabilities
Schedule 3.18    Labor Matters
Schedule 3.19    Capital Improvements
Schedule 3.20    Unpaid Taxes
Schedule 3.21    Defaults and Violations
Schedule 3.22    Environmental Matters
Schedule 3.23    Litigation
Schedule 3.24    Conflicts of Interest
Schedule 3.25    Bank Accounts
Schedule 3.26    Promoters and Vendors
Schedule 3.31    Actual Knowledge of Breaches of the Prior Purchase Agreement
Schedule 3.32    Assigned Purchased Assets
Schedule 4.3     Purchasers' Consents

                                    EXHIBITS

Exhibit A        Sponsorship Agreement
Exhibit B        Articles of Organization of  the Company
Exhibit C        Amended and Restated Operating Agreement of the Company


                                       1