PRIVATE STOCK AND DEBT PURCHASE AGREEMENT
                                  ("Agreement")

         This Agreement is made and entered into this 9th day of February, 2001,
by and between MK Global Ventures, MK Global Ventures II and MK GVD Fund
(hereinafter referred to as "Sellers") and Mark Rice, or Assignee, (hereinafter
referred to as "Purchaser" or "Buyer");

                                   WITNESSETH

         WHEREAS, the Sellers are the record owner and holder of approximately
2,144,822 issued and outstanding shares of Common stock and 8, 483,391 issued
and outstanding shares of Preferred Stock (all series), of Hypermedia
Communications, Inc., a California corporation (hereinafter referred to as the
"Corporation" or "Company"), the shares and series of which are listed hereto on
Exhibit A (such shares hereinafter referred to as the "Stock"), and the holder
of approximately $7,914,192 in debt instruments of the Company, whether issued
or implied, the amount and terms of which are listed hereto on Exhibit B (such
debt instruments hereinafter referred to as the "Debt").

         WHEREAS, the Purchaser desires to purchase said Stock and Debt and the
Sellers desires to sell said Stock and Debt, upon the terms and subject to the
conditions hereinafter set forth;

         WHEREAS, Richard Landry ("Landry"), the Chief Executive Officer of the
Company and Ken Klein ("Klein"), the Chief Financial Officer of the Company have
acted as the Sellers' agents in negotiating the terms of this Agreement.

         NOW THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and in order to consummate the purchase and the
sale of Stock and Debt aforementioned, it is hereby agreed as follows:

1.       PURCHASE AND SALE

          a.   Stock and Debt - Subject to the terms and conditions hereinafter
               set forth at the closing of the transaction contemplated hereby,
               the Sellers shall sell, convey, transfer, and deliver to the
               Purchaser "Assignments" or other acceptable documents
               representing the Stock or effect an electronic transfer
               representing such Stock, and the Purchaser shall purchase from
               the Sellers the Corporation's Stock and Debt in consideration of
               the purchase price set forth in this Agreement. If in certificate
               form, the certificates representing the Corporation's Stock shall
               be duly endorsed for transfer or accompanied by appropriate stock
               transfer powers duly executed in blank, in either case with
               signatures guaranteed in the customary fashion, and shall have
               all the necessary documentary transfer stamps affixed thereto at
               the expense of the Sellers. Debt assignment documents must be
               acceptable to the Buyer.

          b.   Closing - The closing of the transaction contemplated by this
               Agreement (the "Closing"), shall be held at a mutually agreed
               upon location on February 9, 2001 or such other date and location
               as the parties may otherwise agree.

<PAGE>

2.   AMOUNT AND PAYMENT OF PURCHASE PRICE: The total consideration and method of
     payment thereof are fully set our in Exhibit C attached hereto and made a
     part hereof.

3.   INCORPORATION OF DOCUMENTS BY REFERENCE: The following documents (all such
     documents are referred to herein as the "Incorporated Documents") filed
     with the Securities and Exchange Commission are incorporated into this
     Agreement by reference:

          a.   The Company's Annual report on Form 10-K for the year ended
               December 31, 1999;

          b.   The Company's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 2000;

          c.   The Company's current reports on Form 8-K filed on October 18,
               2000 and December 20, 2000.

4.   REPRESENTATIONS AND WARRANTIES OF SELLERS. Except as disclosed in
     Incorporated Documents or the Disclosure Schedule attached hereto as
     Exhibit D (the "Disclosure Schedule") Sellers hereby warrants and
     represents:

          a.   Disposition Company, Stock and Debt.

               i.   The Sellers are not a party to any agreement, written or
                    oral, creating rights in respect to the Stock or Debt in or
                    to any third person or relating to the voting of the Stock.

               ii.  Sellers are the lawful owner of the Stock and Debt, free and
                    clear of all security interests, liens, encumbrances,
                    equities and other charges.

               iii. Sellers confirm Buyer is purchasing 100% of Sellers'
                    interest in the Company. This includes any Company holdings
                    by an affiliate or subordinate entity of Sellers.

               iv.  There are no existing warrants, options, stock purchase
                    agreements, redemption agreements, restrictions of any
                    nature, calls or rights to purchase or subscribe of any
                    character held by Sellers relating to the Stock or Debt.

               v.   Sellers do not know of any liabilities of the Company except
                    for those liabilities disclosed in the Disclosure Schedule
                    and except for those liabilities arising in the ordinary
                    course of business of the Company.

5.   REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby warrants and
     represents:

          a.   Disposition Company, Stock and Debt,

               i.   The Stock and Debt purchased may or may not represent a
                    control block of the issued and outstanding stock of the
                    Corporation. It is the responsibility and requirement of the
                    Purchaser to comply with the necessary regulatory bodies
                    with regard to the purchase and ownership.

               ii.  Stock and Debt to be purchased will be acquired for the
                    Purchaser's own account, not as a nominee or agent, and not
                    with a view to the resale or distribution of any part
                    thereof, the Purchaser has no present intention of selling,
                    granting any participation in, or otherwise distributing the
                    same. The

<PAGE>

                    Purchaser further represents there is no contract,
                    undertaking, agreement or arrangement with any person to
                    sell, transfer, or grant participation to such person or to
                    any third person, with respect to any of the Stock or Debt
                    purchased.

               iii. The Purchaser represents that it has the full power and
                    authority to enter into this Agreement.

               iv.  The Purchaser is an "accredited investor" within the meaning
                    of Securities and Exchange Commission ("SEC") Rule 501 of
                    Regulation D, as presently in effect.

               v.   The Purchaser will not allow the Company to commence any
                    bankruptcy or insolvency case or proceeding for at least one
                    year following the Closing.

               vi.  The Purchaser acknowledges that the Company has in place
                    certain indemnifications agreements and insurance for its
                    current directors and officers, and the Purchaser will not
                    cause the Company to terminate the indemnification
                    agreements or to cancel any fully paid policies of such
                    insurance as such agreements and insurance policies are more
                    fully described in the Disclosure Schedule.

6.   REPRESENTATIONS AND WARRANTIES OF SELLERS AND PURCHASER. Sellers and
     Purchaser respectively hereby represent and warrant that there has been no
     act or omission by Sellers, Purchaser or the Corporation which would give
     rise to any valid claim against any of the parties hereto for a brokerage
     commission, finder's fee, or other like payment in connection with the
     private transaction contemplated hereby.

7.   INDEMNITY. Sellers and Purchaser respectively agree to indemnify and hold
     harmless the other against any claims, losses, liabilities, damages,
     deficiencies, costs and expenses, including reasonable attorneys' fees and
     expenses of investigation and defense, directly and indirectly, as a result
     of any breach or inaccuracy of a representation or warranty made by such
     Sellers or Purchaser respectively. Purchaser further agrees to indemnify
     the Sellers from and against any breach by Company of the covenants set
     forth in 5(a)(v) and 5(a)(vi) above.

8.   THIRD PARTY BENEFICIARIES. The Sellers and the Purchaser acknowledge that
     Landry and Klein are intended third party beneficiaries of the Agreement.
     Further, the Sellers and the Purchaser acknowledge that Landry and Klein
     have all remedies provided for in California law to enforce this Agreement,
     including without limitation, the right to sue the Purchaser for breaches
     of Purchaser's representations, warranties or covenants contained in this
     Agreement.

9.   GENERAL PROVISIONS

     a.   Entire Agreement - This Agreement (including the exhibits attached
          hereto) constitutes the entire agreement and supercedes all prior
          agreements and understandings, oral and written, between the parties
          hereto with respect to the subject matter hereof.

<PAGE>

     b.   Section and Other Headings. - The Section and other headings contained
          in this Agreement are for reference purposes only and shall not affect
          the meaning or interpretation of this Agreement.

     c.   Amendments. - This Agreement may not be altered, modified or amended
          except pursuant to a written instrument executed by both parties.

     d.   Governing Law and Dispute Resolution. - This Agreement, and all
          transactions contemplated hereby, shall be governed by, construed and
          enforced in accordance with the laws of the State of Texas. Any
          dispute, difference or controversy arising under this Agreement and
          involving the parties shall be settled by arbitration. Any arbitration
          pursuant to this Agreement shall be held before a single arbitrator,
          which shall be mutually selected by both parties. Should the parties
          fail to agree upon an arbitrator, then an arbitrator shall be selected
          by the American Arbitration Association in accordance with its
          Commercial Arbitration Association's Commercial Arbitration Rules now
          in force and hereafter adopted. The fees and disbursements of such
          arbitrator shall be borne equally by the parties, with each party
          bearing its own expenses for counsel and other out of pocket costs.
          The arbitrator is specifically authorized to award costs and
          attorneys' fees to the party prevailing in the arbitration and shall
          do so in any case in which the arbitrator believes the arbitration was
          not commenced in good faith.

     IN WITNESS WHEREOF, this Agreement has been executed by each of the
individual parties hereto on the date first above written.

FOR SELLERS:
MK Global Ventures

/s/ Michael D. Kaufman                    Date: February 9, 2001
--------------------------------
Print Name: Michael D. Kaufman

MK Global Ventures II

/s/ Michael D. Kaufman                    Date: February 9, 2001
--------------------------------
Print Name: Michael D. Kaufman

MK GVD Fund

/s/ Michael D. Kaufman                    Date: February 9, 2001
--------------------------------
Print Name: Michael D. Kaufman

FOR BUYER:

/s/ Mark Rice                             Date: 9 Feb 01
--------------------------------
Print Name: Mark Rice

<PAGE>

                                   EXHIBIT "A"

                        COMPANY STOCK HELD BY THE SELLERS
<TABLE>
<S>                                         <C>
COMMON STOCK                                2,144,822


PREFERRED STOCK

         SERIES E                           8,064,516
         SERIES F                              82,250
         SERIES G                              50,344
         SERIES H                             177,000
         SERIES J                             169,281
                                              -------
                                            8,483,391
</TABLE>

WARRANTS

1,724 shares priced at $2.25 per share with an expiration dated of June 2002

<PAGE>

                                   EXHIBIT "B"

                        COMPANY DEBT HELD BY THE SELLERS

Promissory Notes
<TABLE>
<CAPTION>
Amount                     Date
------                     ----
<S>                       <C>
$ 350,000                 September 14, 2000
  350,000                 August 2, 2000
  175,000                 July 31, 2000
  175,000                 July 14, 2000
2,616,689                 June 30, 2000
  200,000                 June 30, 2000
  200,000                 June 15, 2000
  150,000                 May 31, 2000
  250,000                 May 15, 2000
  250,000                 April 28, 2000
  300,000                 April 14, 2000
1,597,502                 March 31, 2000
  300,000                 March 29, 2000
  200,000                 March 14, 2000
  300,000                 February 15, 2000
  300,000                 February 8, 2000
  200,000                 January 18, 2000
 ---------
$7,914,191
</TABLE>

Accrued Interest

At December 31, 2000                $642,379

<PAGE>

                                   EXHIBIT "C"

                                  CONSIDERATION
                                       AND

                            PAYMENT OF PURCHASE PRICE

1.)      CONSIDERATION

         (a)      As consideration for the purchase and sale of the Sellers'
                  Stock and Debt of Hypermedia Communications, Inc., pursuant to
                  Private Stock and Debt Purchase Agreement, the Purchaser shall
                  pay to the Sellers the sum of Seventy-Six Thousand One Hundred
                  Seventy-Two dollars ($76,172.00) USA. Such cash consideration
                  to be referred to in this Agreement as the "Cash Purchase
                  Price".

2.)      PAYMENT

         Total Purchase Price shall be paid and delivered as follows:
         Sixty-Six Thousand One Hundred and Seventy Two Dollars USA
         ($66,172.00) of the Total Purchase Price to the Sellers at the Closing;

         Five Thousand Dollars USA ($5,000.00) of the Total Purchase Price to
         Richard Landry at the Closing; and

         Five Thousand Dollars USA ($5,000.00) of the Total Purchase Price to
         Ken Klein at the Closing.

3.)      WIRE INSTRUCTIONS

         The wire instructions for the Total Purchase Price are as follows:

                  Wire Instructions for Sellers
                  Imperial Bank
                  San Jose, CA
                  Routing #122201444
                  Account #0017-059-386

                  Wire instructions for Richard Landry
                  Patelco Credit Union
                  156 Second Street
                  San Francisco, CA 94105
                  Routing # 321076470
                  Account # 113841-11

<PAGE>

                                   EXHIBIT "C"

                                   (CONTINUED)

                  Wire Instructions for Ken Klein
                  Patelco Credit Union
                  156 Second Street
                  San Francisco, CA 94105
                  Routing # 321076470
                  Account # 115922-10


<PAGE>


                                  EXHIBIT "D"

                              DISCLOSURE SCHEDULE

Assumed Liabilities

Dell Computer Lease

Above Net                           $41,496
Ikon/ICS                             37,928

401(k) Plan

401(k) plan was determined in December without getting a formal IRS
determination letter. Assets are being distributed in February 2001. Company
will have administrative responsibilities for filing final plans returns. Fox
and Fox has been paid to complete the 2000 and 2001 returns.

Indemnification Agreements

Michael Kaufman

Greg Lahann
Dirk Spiers
Richard Landry
Ken Klein

Insurances Policies

Magazine Publishers Liability
National Casualty Company
#LA014891

Directors & Officers Liability
Executive Risk Indemnity
#8166-0470

Employment Practice Liability
Executive Risk Indemnity
#8166-0470

Corporate Fiduciary Liability
Legion Insurance
#LF40625804

Commercial Property/Liability
Federal Insurance
#(00) 3532-28-13

<PAGE>