Agreement
                                      by and among
                            CKS Group, Inc. ("Parent"),
                           CKS Group (Europe) GmbH ("Sub"),
                CKS Holding Deutschland GmbH (the "Company"), and
 Messrs. Michael Poliza, Michael Rene Schopf, Peter Wernstedt, Detlef Schmuck,
Roland Tetzlaff, Peter Rohwer, Hans Hermann Munchmeyer, Hannover Finanz GmbH
 Beteiligungen und Kapitalanlagen and Commerz Unternehmensbeteiligungs-AG

 (such individuals and entities being hereinafter referred to collectively as
      the "Company Shareholders", and each of them individually, as a
                                  "Company Shareholder")

        Preamble

The above parties hereto are parties to a certain Share Acquisition 
agreement dated January 8, 1997 as amended by a further agreement 
captioned "Amendment No. 1 to the Share Acquisition Agreement" of 
March 10, 1997, such Share Acquisition Agreement so amended 
hereinafter being referred to as the "Original Agreement".  The 
parties now agree to modify their legal relationships as established 
by the Original Agreement as follows:

        Contractual Agreements

1.      Termination of Obligations Under Original Agreement.

Any obligations of the parties under the Original Agreement 
shall lapse to the extent such obligations have not been 
fulfilled prior to the execution hereof (hereinafter the 
"Amendment Date") and except as set forth in Clauses 2 et seqq. 
below.  The termination of obligations hereunder shall be 
effective as of the Amendment Date and shall include any and all 
covenants and guarantees undertaken by the parties in the 
Original Agreement.

2.      Non-compete to Continue.

The obligations of the Company Shareholders under Section 5.2 of 
the Original Agreement (Covenant Not to Compete or Solicit) 
shall continue to be effective beyond the Amendment Date 
pursuant to the terms of such Section 5.2.

2a.     Guarantees as to Taxes and Social Security Dues.

The guarantees of the Company Shareholders as to taxes and 
social security dues as provided in the Original Agreement shall 
continue to be effective beyond the Amendment Date pursuant to 
the terms of Section 7.1 of the Original Agreement.

2b.     Confidentiality.

Section 5.4 of the Original Agreement shall continue to be in effect.


3.      Fixed Payment of DM11,109,600.

Sub shall pay to the Company Shareholders DM 11,109,600 in cash 
by transfer to a bank account to be indicated to Sub by Dr. 
Peter Versteegen (hereinafter the "Versteegen Account"), such 
payment to be received on the Versteegen Account no later than 
on the third business day following the execution hereof.

4.      Contingent Payment of DM 540,000.

In addition, Sub shall, on September 20, 1998, pay to the 
Versteegen Account in cash another DM 540,000 less the amount by 
which the total Pretax Income for the period starting March 1, 
1998 and ending August 31, 1998 shall be less than DM2,132,000, 
provided that

(i)     Pretax Income shall have the meaning ascribed to such  
term  in  the  Original Agreement,

(ii)    Pretax Income, absent agreement between Parent and Hans 
Hermann Munchmeyer as to the amount of Pretax Income 
before September 16, 1998, shall be determined under the 
procedure set forth in Section 1.8(b) of the Original 
Agreement provided that Hans Hermann Munchmeyer shall be 
deemed the Shareholder Representative as such term is used 
in such section.

5.      Details as to Payments.

Any payments to be made hereunder shall be made net of any fees 
or any other charges by any bank involved in such payments.  Any 
payments to be made hereunder shall bear interest from the date 
on which such payments are supposed to be received at a rate of 
8% on the amount outstanding from time to time.

6. Agreement Contingent on Aspri Sale.

The parties shall cause Prisma Holding GmbH and CKS Holding 
Deutschland GmbH to enter into a notarized agreement as to the 
sale by Prisma Holding GmbH to CKS Holding Deutschland GmbH of 
all of the shares in Aspri Trading GmbH at a purchase price of 
DM 540,000 in cash, which agreement shall substantially be in 
the form of Exhibit 1.

7.      Purchase of Aspri Services.

The parties shall cause Prisma  Holding GmbH and Aspri Trading 
GmbH to enter into a contract under which Prisma Holding GmbH 
shall agree to purchase (and/or cause its subsidiaries to 
purchase) MIS and database services from Aspri Trading GmbH for 
a period running two years from the Assignment Date as in the 
sale agreement as in clause 6 above provided that (i) the value 
of the services so to be purchased by Prisma Holding GmbH (or 
caused to be purchased by its subsidiaries) shall be at least 
DM 1,300,000 in the first year thereafter and at least 
DM 1,000,000 in the second year thereafter and (ii) such 
contract to be entered into between Prisma Holding GmbH and 
Aspri Trading GmbH shall substantially be in the form set forth 
in Exhibit 2.

8.      Restatement of Solo Agreement.

The parties shall cause the Service Agreement dated March 10, 
1997 between CKS Realtime Sales- and Marketing-Services GmbH 
(formerly "UpToDate Service- und Vertriebsgesellschaft mbH") and 
e.com Trade Services GmbH (formerly "UTD Software-Logistics 
GmbH") to be amended to read as set forth in Exhibit 3 hereto.

9.      Loan to Solo.

The Company Shareholders shall cause Prisma Holding GmbH to 
grant a credit facility to e.com Trade Services GmbH pursuant to 
the terms of the Loan Agreement attached hereto as Exhibit 4 and 
not to amend or terminate such without the consent of the 
Company (subject to the automatic expiry of the Loan Agreement 
under its clause 4).

10.     Guarantee by Parent to Continue.

The Company herewith guarantees all obligations of Sub pursuant 
to this Agreement provided that the Company Shareholders shall 
not be required to take legal action against Sub before 
enforcing their claim under this guarantee.

11.     General Provisions of Original Agreement to Continue.

Article IX of the Original Agreement (General Provisions) shall 
apply to this Agreement provided that

 (i)    communications directed to the Company Shareholders shall 
be sent to Hans Hermann Munchmeyer, Stubbenhuk 7, 20459 
Hamburg, Germany, telephone no. 370354-0, facsimile no. 
370354-10 with a copy to Bruckhaus Westrick Heller Lober, 
Alsterarkaden 27, 20354 Hamburg, Germany, Attention: Dr. 
Peter Versteegen, telephone no. 36 90 6-206, facsimile no. 
36 90 6-155, and

(ii)    this Agreement has been executed in two originals and each 
party shall receive a simple copy thereof.

12.     Prisma Successors.

This Agreement shall be binding on all successors of Prisma 
including any entity which purchases all or a majority of 
Prisma's assets, including the shares or assets of any of 
Prisma's subsidiaries.

Hamburg, this 27th day of April 1998

Read, approved and signed:

/s/ Robert T. Clarkson                          /s/  Peter Versteegen