SUBSCRIPTION AGREEMENT

      This  SUBSCRIPTION   AGREEMENT,   dated  as  of  March  ____,  2000  (this
"Agreement"),  is made and entered into by and between  AskTheRobot,  LLC, a New
York limited liability company (the "Company"), and Liberty Group Services, LLC,
a Delaware limited liability company ("Liberty").

                                    RECITALS:

      A. Liberty wishes to subscribe for Preferred  Membership  Interests of the
Company (the "Preferred  Interests") which will contain the rights,  preferences
and  designations  contained in the Letter of Intent dated March __, 2000 by and
between the Company and Liberty  (the "LOI") and which will  represent a Liberty
beneficially  and of record  owning  51%  equity  interest  in the  Company on a
fully-diluted basis for Liberty on the Closing Date (as defined below).

      B.  Liberty  desires to  purchase  from the  Company,  and the  Company is
willing to sell to Liberty,  the Preferred Interests on the terms and subject to
the conditions set forth in this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties  and covenants  contained in this  Agreement,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto hereby agree as follows:

                                  ARTICLE I
                  SUBSCRIPTION; CLOSING; CONTRIBUTION AMOUNT

1.1   Subscription; Closing of the Subscription.
      -----------------------------------------

(a)  Subject  to the  terms  and  conditions  hereinafter  set  forth,  upon the
 consummation   of  the   transactions   contemplated  by  this  Agreement  (the
 "Closing"), the Company shall issue to Liberty, and Liberty shall purchase from
 the  Company,  the  Preferred  Interests,  representing  51% of the  membership
 interests in the Company on a fully-diluted  basis, in exchange for the payment
 to the Company of the Contribution Amount (as defined in Section 1.2(b)).

(b) The Closing  will take place at the offices of Herrick,  Feinstein  LLP, Two
 Park  Avenue,  New York,  New York  10016 at 10:00  a.m.,  local  time,  on the
 business day (the "Closing Date") immediately following  satisfaction or waiver
 of the  conditions  set forth in Sections 4.1 and 4.2, or at such other time or
 on such  other date as the  Company  and  Liberty  may  mutually  agree upon in
 writing.  It is anticipated that the Closing Date shall occur simultaneous with
 the execution of this Agreement.


<PAGE>




1.2   Contribution Amount.
      -------------------

          (a) The amount to be paid for the Preferred  Interests to be issued on
     the Closing Date to Liberty shall be as follows:  (i) a cash payment in the
     amount  of  $175,000;  (ii) if,  and  only if,  the  Company  achieves  the
     milestones indicated on Schedule I attached hereto ("Milestones"), the cash
     payments  indicated on Schedule I on each of June 13, 2000,  September  13,
     2000,  December 13, 2000,  March 13, 2000 and June 13, 2000 (each such date
     hereinafter  being referred to as a "Performance  Measurement  Date");  and
     (iii) if, and only if, the Company  achieves the  specified  Milestones  on
     each of the  Performance  Measurement  Dates,  Liberty  shall cause Liberty
     Group Holdings,  Inc., a Delaware company ("LGHI"), to issue to the Company
     the number of shares of common stock of LGHI (the "Common Stock") indicated
     on Schedule I at the greater of (a) $3.00 per share of Common Stock and (b)
     the market value per share of Common  Stock on the date of the  Performance
     Measurement Date.

          (b)  Notwithstanding  anything contained herein to the contrary,  if a
     Milestone is not met by a Performance  Measurement Date, no such additional
     cash  payment and no shares of Common Stock shall be due to the Company for
     the  Preferred  Interests.  The  amounts to be paid by Liberty  pursuant to
     Section  1.2(a)  shall  hereinafter  be  referred  to as the  "Contribution
     Amount".

            1.3   Certain  Transactions  to be  Effected  at  the Closing.
                  --------------------------------------------------------

            Subject in each case to the terms and  conditions  contained in this
 Agreement,  the  following  actions  shall be taken at or prior to the  Closing
 Date:

            (a)   Liberty shall  deliver,  or cause to be  delivered,  to the
 Company the following:

                  (i) One Hundred Seventy-Five  Thousand U.S Dollars ($175,000),
            payable in cash by wire transfer in  immediately  available  Federal
            funds to an account to be designated by the Company; and

                  (ii) an executed  counterpart  signature page to the Operating
            Agreement  of  the  Company  dated  as  of  the  Closing  Date  (the
            "Operating Agreement").

            (b)   The Company  shall  deliver,  or cause to be  delivered,  to
 Liberty the following:

                  (i) executed  counterpart  signature  pages to the Operating
            Agreement from the Company and the current members of the Company;

                       (ii)  executed   counterpart   signature  page  to  the
            Management Agreement  ("Management  Agreement"),  duly executed by
                                    ---------------------
            the Company;

                      (iii) an  Employment  Agreement by and between the Company
            and  each  of  Michael  Vogel  ("MV")  and  Douglas  Capeci  ("DC"),
            satisfactory in form and substance to Liberty;

                      (iv) a true and complete copy of the resolutions  duly and
            validly   adopted  by  members  of  the   Company   evidencing   its
            authorization  of the execution and delivery of this Agreement,  the
            Management  Agreement  and  the  consummation  of  the  transactions
            contemplated hereby; and

                  (v)  any  other  documents   requested  by  Liberty  or  its
counsel.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF LIBERTY

      Representations  and Warranties of Liberty.  Liberty  hereby  represents
      ------------------------------------------
and warrants to the Company the following:

      2.1 Authority.  Liberty is a limited  liability company duly organized and
validly existing under the laws of its jurisdiction of organization. Liberty has
the absolute and unrestricted  right,  power,  authority and capacity to execute
and deliver this Agreement,  the Operating  Agreement,  the Management Agreement
and  all  other  documents  and  instruments  contemplated  herein  and  therein
(collectively,  the  "Transaction  Documents"),  to  carry  out its  obligations
hereunder and thereunder and to consummate the transactions contemplated hereby.
Each of the  Transaction  Documents has been duly executed and delivered by each
of Liberty  and,  assuming  due  authorization,  execution  and  delivery by the
Company,  each of the  Transaction  Documents  constitutes  a legal,  valid  and
binding  obligation of Liberty,  enforceable  against Liberty in accordance with
its terms.

      2.2 No Default. The execution, delivery and performance of the Transaction
Documents by Liberty does not and will not give rise to, or result in any breach
or default  of any  provision  of any law,  regulation,  agreement,  commitment,
ruling,  judgement  or order to which it is a party or by which it or its assets
are bound, including without limitation, under any of its charter documents.

      2.3 Claims; Litigation. No actions, suits, claims, litigation, arbitration
proceedings,  administrative  proceedings or  investigations  are pending or, to
Liberty's  knowledge,  threatened against Liberty,  which could adversely affect
the consummation of the transaction contemplated by this Agreement.

      2.4 Investment Representations and Warranties.
          ------------------------------------------

      (a)  Liberty  understands  that the  offering  and  sale of the  Preferred
Interests is intended to be exempt from registration under the Securities Act of
1933,  as amended  (the  "Securities  Act"),  by virtue of  Section  4(2) of the
Securities  Act and the  provisions of Regulation D promulgated  thereunder  and
that the Company's  reliance on such exemption is predicated  upon,  among other
things, the bona fide nature of Liberty's investment intent expressed herein.

      (b) Liberty  believes it has  received  all the  information,  records and
books it considers necessary or appropriate for deciding whether to purchase the
Preferred Interests.

      (c) Liberty has had a reasonable  opportunity to ask questions and receive
answers from all persons acting on behalf of the Company  concerning the Company
and the Preferred  Interests,  and all such  questions have been answered to the
full satisfaction of Liberty. Nothing contained in Section 2.4(b) and (c) in any
way derogates from the representations and warranties of the Company made herein
or Liberty's reliance thereon.

      (d) Liberty is not subscribing for the Preferred  Interests as a result of
or  subsequent  to any  advertisement,  article,  notice or other  communication
published  in any  newspaper,  magazine  or  similar  media  or  broadcast  over
television or radio, or presented at any seminar or meeting, or any solicitation
of a subscription by a person other than a member or agent of the Company.

      (e)  Liberty has such  knowledge  and  experience  in  financial,  tax and
business matters so as to enable it to utilize the information made available it
to evaluate the merits and risks of an investment in the Company, and to make an
informed investment decision with respect thereto.


      (f)  Liberty  will not sell or  otherwise  transfer  any of the  Preferred
Interests  without  registration  under the Securities  Act or applicable  state
securities laws, or pursuant to an exemption therefrom.  The Preferred Interests
have not been  registered  under the Securities Act or under the securities laws
of any  states.  Liberty  represents  that (i) it is  purchasing  the  Preferred
Interests  for its own  account,  for  investment  and not with an  intention to
resell or  distribute  the Preferred  Interests,  (ii) it is aware that there is
currently no market for the Preferred  Interests and (iii) an exemption from the
registration requirements of the Securities Act pursuant to Rule 144 promulgated
thereunder is not presently available.


      (g)  Liberty  recognizes  that  an  investment  in  the  Company  involves
substantial risks,  including loss of the entire amount of such investment,  and
has taken full  cognizance of, and  understands all of the risks related to, the
purchase of the Preferred Interests.


       (h) Liberty has no agreement or arrangement  with any person or entity to
sell, transfer or pledge the Preferred Interests,  and Liberty is the sole party
in interest with regard to the Preferred Interests.


      (i) Liberty has substantial  experience in making investment  decisions of
this  type  and is aware of the  fundamental  risks  and  financial  hazards  of
purchasing the Preferred  Interests hereby  subscribed for and acknowledges that
an  investment  in the  Company  should be  considered  only by a  sophisticated
investor  financially able to maintain such investor's  investment and pay taxes
with  respect  thereto from other  sources,  and who can afford to lose all or a
substantial part of such investment.

      (j)  Liberty  agrees  that  the  Preferred  Interests  will  not be  sold,
transferred or otherwise  disposed of without  complying with the Securities Act
and any applicable state securities law.


      (k)  Liberty  acknowledges  and  agrees  that any and all  projections  or
analyses delivered to it by the Company, the members or employees of the Company
or its respective  agents or  representatives  should not be construed or relied
upon  as  an  indication  of  the  Company's  future  or  anticipated  financial
performance,  provided  that the Company has no knowledge  that the  assumptions
underlying such projections or analyses are untrue as of the date hereof.


      2.5 Brokers.  No broker,  investment  banker,  financial  advisor or other
person or entity is entitled to any broker's,  finder's,  financial advisor's or
other similar fee or commission in connection with the transactions contemplated
by this Agreement based on arrangements  made by or on behalf of Liberty,  other
than the payment to be made to Eli Goldin, who shall be entitled to a commission
from the Company.

      2.6 Disclosure.  Neither this Agreement nor any certificates,  instruments
or  other   documents   delivered   or  to  be   delivered  by  Liberty  or  its
representatives  to the Company and its  representatives in connection with this
Agreement or the transactions contemplated hereby, contains any untrue statement
of a fact or omits to state a fact required to be contained herein or therein or
necessary  in order to make the  statements  herein or therein,  in light of the
circumstances in which they were made, not misleading.

                                 ARTICLE III
                REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      Representations  and  Warranties  of  the  Company.   The  Company  hereby
represents and warrants to Liberty the following:

      3.1 Authority.  The Company is a limited  liability company duly organized
and validly  existing  under the laws of the State of New York.  The Company has
the absolute and unrestricted  right,  power,  authority and capacity to execute
and deliver the Transaction  Documents,  to carry out its obligations  hereunder
and thereunder and to consummate the transactions  contemplated hereby,  subject
only to the  adoption of the  Operating  Agreement  and to create the  Preferred
Interests.  All acts and proceedings required to be taken by the Company for the
authorization,  execution, delivery and performance of the Transaction Documents
will have been  lawfully  and  validly  taken prior to the  Closing  Date.  This
Agreement has been duly executed and delivered by the Company and,  assuming due
authorization,  execution and delivery by Liberty,  this Agreement constitutes a
legal,  valid and binding  obligation  of the Company,  enforceable  against the
Company in accordance with its terms.

      3.2 No Default. The execution, delivery and performance of the Transaction
Documents  by the  Company  does  not and  will  not (x)  require  any  consent,
approval, authorization, exemption of or filing with any third party, including,
without limitation, its members or any governmental authority, (y) conflict with
or violate any  provision  of either (i) the charter  documents,  subject to the
second  sentence  contained  in  Section  3.1  above,  or (ii)  any  law,  rule,
regulation, order, writ, judgement,  injunction,  decree, determination or award
applicable  to the  Company,  or (z) result in any breach  of, or  constitute  a
default  (or event which the giving of notice or lapse of time,  or both,  would
become a default) under, or give to others any rights of termination, amendment,
acceleration  or  cancellation  of,  or result  in the  creation  of any lien or
encumbrance  pursuant  to,  any  note,  bond,  mortgage,  indenture,   contract,
agreement,  lease, license,  permit,  franchise or other instrument to which the
Company is a party or by which it or any of its  assets  are bound or  affected.
The Company is not subject to any  restriction  of any kind or  character  which
adversely  affects in any way its business,  properties,  assets or prospects or
which  prohibits  the Company from entering  into the  Transaction  Documents or
would prevent or restrict its  performance of or compliance with all or any part
of  the  Transaction   Documents  or  the   consummation  of  the   transactions
contemplated hereby or thereby.

      3.3 Claims; Litigation. No actions, suits, claims, litigation, arbitration
proceedings, administrative proceedings or investigations are pending or, to the
Company's  knowledge,  threatened  against  the Company or any of its members or
employees  (in their  capacity as such),  nor is the Company aware that there is
any basis for any of the  foregoing.  The foregoing  includes,  to the Company's
best knowledge,  without limiting its generality,  actions pending or threatened
involving the prior  employment of any of the Company's  employees or use by any
of them in connection with the Company's  business of any information,  property
or  techniques  allegedly  proprietary  to any of their  former  employers.  The
Company  is not a part to or  subject  to the  provisions  of any  order,  writ,
injunction,   judgment,   decree  of  any  court  or   governmental   agency  or
instrumentality.  There is no action,  suit,  proceeding or investigation by the
Company currently pending or that the Company intends to initiate.

      3.4 Capitalization.  The current outstanding  membership  interests in the
Company and all outstanding  subscriptions,  options, employee options, warrants
and all other  subscription  agreements of the Company are set forth on Schedule
3.4 attached  hereto.  There are no  outstanding  options,  warrants,  rights to
subscribe  to,  calls  or  commitments  of  any  character  (including,  without
limitation,   registration   rights)   relating  to,  or  securities  or  rights
convertible  into, or exercisable for,  interests of the Company,  or contracts,
commitments  or  arrangements   obligating  the  Company  to  issue   additional
membership  interests or options,  warrants or rights to purchase or acquire any
membership  interests  in the  Company.  There  are no  outstanding  contractual
obligations  of the Company to  repurchase,  redeem,  or  otherwise  acquire any
equity  interests  or any other  security,  instrument  or right to acquire  any
equity  interest in the Company or to provide  funds to, or make any  investment
(in the form of a loan, capital contribution or otherwise) in the Company or any
other person or entity.  There are no agreements or understandings  with respect
to the voting,  sale,  transfer,  preemptive  rights,  rights of first  refusal,
rights  of first  offer,  proxy or  registration  of any  interests  and  option
agreements thereunder of the Company. The Company does not own any share capital
or  other  equity  interest  in  any  company  or  other  entity,  and  is not a
participant in any  partnership or joint venture.  The Company is not a party to
any voting agreements, nor do any voting agreements exist among any of Company's
members.

            The Company agrees and acknowledges  that any shares of Common Stock
which it may receive shall be subject to a 2-year lock-up agreement, in the form
of Exhibit A attached hereto.

      3.5  Indebtedness.  The Company has no liabilities,  debts or obligations,
whether accrued, absolute or contingent, other than as indicated on Schedule 3.5
attached  hereto.  Except as set forth in Schedule  3.5, the Company has not (i)
declared or paid any dividends,  or authorized or made any distribution  upon or
with respect to any class or series of its interests, (ii) incurred any material
indebtedness  for money borrowed or any other material  liabilities,  (iii) made
any loans or advances to any person,  or given a guarantee for any obligation of
any person, or (iv) sold,  exchanged or otherwise  disposed of any of its assets
or  rights,  other  than the sale of its  inventory  in the  ordinary  course of
business.

      3.6 Agreements.  Schedule 3.6 attached hereto contains a true and complete
list of all contracts and agreements to which the Company is a party or by which
its  properties  are  bound,   including,   without  limitation,   all  employee
confidentiality  and assignment  agreements.  Each of said agreements is, to the
best of the  Company's  knowledge,  in full force and  effect,  and  neither the
Company  nor any other  party  thereto is in breach  thereof.  The  Company  has
delivered  true and  complete  copies  of each  said  agreement,  including  all
exhibits and amendments thereto, to the Liberty prior to the date hereof. Except
as  set  forth  in  Schedule  3.6,  there  are  no  agreements,  understandings,
instruments,  contracts, proposed transactions,  judgments, orders or decrees to
which the  Company is a party or, to the best of its  knowledge,  by which it is
bound,  including,  without limitation,  agreements,  understandings or proposed
transactions between the Company, and any of its officers,  directors,  members,
affiliates, or any affiliate thereof.

      3.7 Insurance.  The Company has no insurance policies in effect.  Promptly
after the date hereof the Company will consider obtaining  insurance policies by
insurers of recognized  responsibility  insuring the Company and its  properties
and business against such losses and risks as determined.

      3.8  Employees;   Employee  Benefit  Plans.   Other  than  the  employment
agreements  listed  on  Schedule  3.6,  there  are  no  employment,  consulting,
severance or indemnification contracts or agreements between the Company, on the
one hand,  and any other person,  member,  manager,  director,  officer or other
employee  of the  Company,  on the other  hand.  The  Company  does not have any
deferred  compensation  or other bonus or other  incentive  compensation,  stock
purchase, stock option and other equity compensation plan, program, agreement or
arrangement;  severance or termination pay, medical, surgical,  hospitalization,
life  insurance and other welfare plan,  fund or program  (within the meaning of
Section 3(1) of Employee  Retirement  Income  Security Act of 1974, as amended),
other than as contemplated by the employment agreements listed on Schedule 3.6.

      3.9 Intellectual Property. All copyrights,  licenses, patents, trademarks,
service marks,  trade names, and applications,  licenses and rights with respect
to the  foregoing  owned or used by the  Company  are  listed  on  Schedule  3.9
attached  hereto  (all of said  assets,  along with the  technology  used by the
Company,  shall  hereinafter be  collectively  referred to as the  "Intellectual
Property").  The  Company  owns or has the  right to use,  free and clear of all
liens, claims and restrictions, the Intellectual Property used in the conduct of
its business without  infringing upon or violating any right of any other party,
and except as described in Schedule  3.9, the Company is not  obligated or under
any  liability  whatsoever  to make any  payments by way of  royalties,  fees or
otherwise to any owner or licensee of, or other claimant to, with respect to the
use of the Intellectual Property. Any and all Intellectual Property developed by
any  employee or  consultant  of the Company  while in the employ of the Company
shall be the sole  property  of the  Company,  and shall not belong to any third
party,  including,  without limitation,  the members of the Company. The Company
hereby  represents  that the  members  of the  Company  have no  personal  right
whatsoever directly or indirectly in the Company's technologies. The Company has
taken security measures to protect the secrecy, confidentiality and value of the
Intellectual  Property,  which  measures  are  reasonable  and  customary in the
industry in which the Company  operates.  The  Company has no  knowledge  of any
communications  alleging  that the Company has violated,  or by  conducting  its
business as proposed,  would violate,  any of the patents,  trademarks,  service
marks, trade names or copyrights or trade secrets or other proprietary rights of
any other person or entity,  nor is the Company aware of any infringement of the
foregoing  rights by others.  The Company  hereby  represents  that  neither the
execution nor delivery of this  Agreement,  nor the carrying on of the Company's
business  by the  employees  of the  Company,  or the  conduct of the  Company's
business,  will conflict with or result in a breach of the terms,  conditions or
provisions  of, or  constitute  a  default  under,  any  contract,  covenant  or
instrument under which it, or, to the best knowledge of the Company,  any of its
employees, is now obligated.  Each employee and/or consultant of the Company has
executed and delivered a Confidentiality  and Assignment  Agreement as indicated
on Schedule 3.6. to the Company,  copies of which have  previously been provided
to Liberty.

      3.10 Title to Property;  Leases. The Company has good and marketable title
to all of the properties,  both real and personal, tangible and intangible, that
it  purports to own,  and except for  properties  held under valid and  existing
leases, such properties are not subject to any mortgage,  pledge, lien, security
interest,  conditional sale agreement,  encumbrance or charge,  except statutory
routine  liens  securing  liabilities  not yet due and payable and minor  liens,
encumbrances,  restrictions,  exceptions,  limitations  and other  imperfections
which do not materially  detract from the value of the specific  assets affected
or the present use of such assets.  All leases under which the Company is lessee
of any real or personal property (a list of which is attached hereto as Schedule
3.10) are valid,  enforceable and effective in accordance with their  respective
terms,  and there is not under any such lease any existing or claimed default by
the  Company or event or  condition  which with  notice or lapse of time or both
would constitute a default by the Company.


      3.11 Taxes.  The Company  has filed all tax  returns  (federal,  state and
local) required to be filed by it. All taxes shown to be due and payable on such
returns, any assessments imposed thereon,  and to the Company's  knowledge,  all
other taxes due and payable for all periods  prior to the Closing Date have been
paid or will be paid prior to the time they become  delinquent.  The Company has
no knowledge of any  liability of any tax to be imposed upon its  properties  or
assets as of the date of this Agreement that is not adequately provided for.

      3.12 Securities  Laws.  Assuming the accuracy of the  representations  and
warranties  of Liberty  set forth in Section 2.4 of this  Agreement,  the offer,
issuance and sale of the Preferred Interests in accordance with the terms hereof
are  and  will  be  exempt  from  the  registration   and  prospectus   delivery
requirements of the Securities Act.


            3.13  Related  Party  Transactions.  Except as  provided in Schedule
3.13, the Company has not entered into any transactions  with any of the members
of the  Company or their  respective  affiliates.  Without  detracting  from the
foregoing,  except as provided in Schedule  3.13, the Company is not indebted to
any of the members of the Company or their respective affiliates.

      3.14  Financial Statements. 3.16     The Company's financial  statements
            ----------------------
 are attached hereto as Schedule 3.14.  Since July 1, 1999,  there has been no
                        -------------
 adverse material effect to the Company's business or financial condition.

      3.15 Labor  Agreements and Actions.  To the Company's best knowledge,  the
Company is not bound by or subject to any  written or oral,  express or implied,
contract,  commitment or arrangement with any labor union, and, to the Company's
best knowledge,  no labor union has requested to represent any of the employees,
representatives  or agents  of the  Company.  There is no strike or other  labor
dispute involving the Company pending, or to the best knowledge of the Company's
threatened, which could have a material adverse effect on the Company nor is the
Company aware of any labor organization activity involving its employees.

      3.16 Brokers.  No broker,  investment  banker,  financial advisor or other
person or entity is entitled to any broker's,  finder's,  financial advisor's or
other similar fee or commission in connection with the transactions contemplated
by this  Agreement  based on  arrangements  made by or on behalf of the Company,
other than to Eli Goldin, who shall be entitled to a payment from the Company of
5% of the Capital Contribution upon payment thereof, 4% of the second $1 million
of the Capital Contribution, etc.


      3.18 Disclosure. Neither this Agreement nor any certificates,  instruments
or  other  documents  delivered  or  to be  delivered  by  the  Company  or  its
representatives  to Liberty  and its  representatives  in  connection  with this
Agreement or the transactions contemplated hereby, contains any untrue statement
of a material  fact or omits to state a material  fact  required to be contained
herein  or  therein  or  necessary  in order to make the  statements  herein  or
therein,  in light of the  circumstances in which they were made, not misleading
other than where such untrue  statement  or  omission  would not have a material
adverse effect on the business,  assets,  operations,  prospects or financial or
other condition of the Company.  The Company has fully provided Liberty with all
information  requested  by them and all  other  information  which  the  Company
believes is reasonably  necessary to enable  Liberty to decide whether or not to
purchase the interests in the Company.


      3.19  Spidermaze.  The Company was  initially  incorporated  as a New York
corporation under the name "Spidermaze.com, Inc." ("Spidermaze"). All the issued
and  outstanding  shares of Spidermaze  have been duly converted into the issued
and outstanding membership interests of the Company prior to the date hereof. By
virtue of the merger of Spidermaze and the Company which occurred on January 24,
2000, all the assets,  rights,  liabilities and obligations of Spidermaze became
the assets,  rights,  liabilities and obligations of the Company. All references
in this Article III shall  automatically  be deemed to include  Spidermaze,  the
predecessor-in-interest to the Company. Accordingly, all the representations and
warranties  contained herein shall be true, correct and accurate with respect to
Spidermaze.

                                   ARTICLE IV

                              CONDITIONS TO CLOSING

      4.1  Conditions to the  Obligation of Liberty to Close.  The obligation of
Liberty to consummate the  transactions  contemplated by this Agreement shall be
subject  to the  fulfillment,  at or  prior to the  Closing  Date of each of the
following conditions, any one or more of which may be waived by both Liberty:

      (a) Accuracy of Representations  and Warranties.  The  representations and
warranties of the Company contained in this Agreement shall be true and accurate
in all material  respects on and as of the Closing Date, with the same force and
effect as if made on the Closing Date.

      (b)  Performance  of  Covenants.  The  Company  shall have  performed  and
complied in all respects with all  covenants,  obligations  and agreements to be
performed or complied with by the Company on or before the Closing Date pursuant
to this Agreement,  including, but not limited to, the delivery of the documents
indicated in Section 1.3(b).

      (c)  Consents.  All  required  consents,  approvals,  permits,  orders and
authorizations  of, and any filings,  registrations or  qualifications  required
with, any governmental  agency or other person, with respect to the transactions
contemplated by this Agreement,  including without  limitation,  the approval of
the Board of Directors of Liberty and the adoption of the  Operating  Agreement,
and shall be in full force and effect.

       (d) No  Proceedings or  Litigation.  No provision of any applicable  law,
statute,  rule,  regulation or ordinance and no judgment,  injunction,  order or
decree  applicable  to  the  Company  shall  prohibit  the  consummation  of the
transactions contemplated by this Agreement in accordance with its terms.

(e) Proceedings and Documents.  All corporate and other  proceedings and actions
 taken in connection  with the  transactions  contemplated by this Agreement and
 all certificates,  opinions,  agreements,  instruments and documents  mentioned
 herein  or  necessary  for the  consummation  of the  transaction  contemplated
 hereby,  including,  without  limitation,  the  terms  and  provisions  of  the
 Operating Agreement and the Schedules provided herein, shall be satisfactory in
 form and substance to Liberty and its counsel.

      (f)   Due  Diligence  Investigation.  Liberty  shall have  completed its
            -----------------------------
due diligence investigation of the Company, its operations,  business, and any
other matters, to its sole and absolute discretion.

      4.2 Conditions to the  Obligation of the Company to Close.  The obligation
of the Company to consummate  the  transactions  contemplated  by this Agreement
shall be subject to the fulfillment,  at or prior to the Closing Date of each of
the following conditions, any one or more of which may be waived by the Company:

      (a) Accuracy of Representations  and Warranties.  The  representations and
warranties of Liberty  contained in this Agreement shall be true and accurate in
all  material  respects on and as of the Closing  Date,  with the same force and
effect as if made on the Closing Date.

      (b) Performance of Covenants. Liberty shall have performed and complied in
all respects with all covenants,  obligations  and agreements to be performed or
complied with by it on or before the Closing Date pursuant to this Agreement.

      (c)  Consents.  All  required  consents,  approvals,  permits,  orders and
authorizations  of, and any filings,  registrations or  qualifications  required
with, any governmental  agency or other person, with respect to the transactions
contemplated  by this Agreement shall have been obtained by Liberty and shall be
in full force and effect.

       (d) No  Proceedings or  Litigation.  No provision of any applicable  law,
statute,  rule,  regulation or ordinance and no judgment,  injunction,  order or
decree applicable to Liberty shall prohibit the consummation of the transactions
contemplated by this Agreement in accordance with its terms.

      (e)  Proceedings  and Documents.  All corporate and other  proceedings and
actions taken in connection with the transactions contemplated by this Agreement
and all certificates,  opinions, agreements, instruments and documents mentioned
herein or necessary for the consummation of the transaction  contemplated hereby
shall be satisfactory in form and substance to the Company and its counsel.

                                    ARTICLE V

                                 INDEMNIFICATION

5.1 Indemnification by Liberty. The Company and its members, manager,  officers,
 employees,   agents,   affiliates,   consultants,   representatives  and  their
 respective  successors  and assigns shall be  indemnified  and held harmless by
 Liberty at all times from and after the Closing  Date against and in respect of
 damages, losses, liabilities, taxes and deficiencies and penalties and interest
 thereon and costs and expenses  (collectively,  "Damages")  resulting  from any
 misrepresentation,  breach of warranty  or  nonfulfillment  of any  covenant or
 agreement on the part of Liberty,  and  actions,  suits,  proceedings,  claims,
 demands,  assessments,  judgments,  costs,  losses,  liabilities and reasonable
 attorney's fees and other expenses incident to the foregoing.

      5.2  Indemnification by the Company.  Liberty and its respective  members,
managers,  directors,  officers,  stockholders,  employees,  agents, affiliates,
consultants,  representatives and their respective  successors and assigns shall
be indemnified and held harmless by the Company, MV and DC at all times from and
after the  Closing  Date  against and in respect of Damages  resulting  from any
misrepresentation,  breach of  warranty  or  nonfulfillment  of any  covenant or
agreement on the part of the Company, and actions, suits,  proceedings,  claims,
demands,  assessments,  judgments,  costs,  losses,  liabilities  and reasonable
attorney's fees and other expenses incident to any of the foregoing.

      5.3 Limitations. Notwithstanding any provision contained in this Agreement
to the contrary,  (i) Liberty  shall not have any liability for  indemnification
hereunder,  and the  Company  shall  not make any  claims  against  Liberty  for
breaches of  representations,  warranties,  covenants and agreements  under this
Agreement,  until the dollar amount of all Damages under such claims shall equal
Fifty Thousand Dollars  ($50,000) (the "Deductible  Amount");  and if claims for
Damages  exceed the  Deductible  Amount,  Liberty  shall only be liable for such
claims for Damages in excess of the  Deductible  Amount;  and (ii) the aggregate
liability for any and all breaches of any representations, warranties, covenants
or agreements claimed or imposed against Liberty shall not exceed the respective
Contribution Amount paid by Liberty.

      5.4  Notice  to  the   Indemnitor.   As  a  condition   precedent  to  any
indemnification  under this Article V, promptly after the assertion of any claim
or action by a third party or  occurrence  of any event which may give rise to a
claim or action for indemnification  from an indemnitor (the "Indemnitor") under
this Article V, an indemnified party (the "Indemnified  Party") shall notify the
Indemnitor  in  writing  of  such  claim  or  action,  and in such  writing  the
Indemnified   Party  shall   describe  in   reasonable   detail  the  facts  and
circumstances with respect to the subject matter of such claim or action and the
basis on which indemnification is sought pursuant to this Agreement. The failure
to  provide  such  notice  shall  not  release  the  Indemnitor  from any of its
obligations  under  this  Article  V except  to the  extent  the  Indemnitor  is
materially  prejudiced by such failure and shall not relieve the Indemnitor from
any  obligation  that it may have to an Indemnified  Party  otherwise than under
this Article V.

      5.5 Rights of Parties to Settle or Defend.  The Indemnitor  shall have the
right to direct,  through counsel of its own choosing, the defense or settlement
of any claim or proceeding at its own expense  pursuant to which the Indemnified
Party is seeking  indemnification  pursuant to this Agreement. If the Indemnitor
elects to assume the defense of any such claim or  proceeding,  the  Indemnified
Party may  participate  in such  defense,  but in such case the  expenses of the
Indemnified Party shall be paid by the Indemnified  Party. The Indemnified Party
shall provide the Indemnitor  with access to its records and personnel  relating
to any such claim,  assertion,  event or proceeding during normal business hours
and shall  otherwise  cooperate with the Indemnitor in the defense or settlement
thereof.  If the  Indemnitor  elects to direct the  defense of any such claim or
proceeding,  the Indemnified Party shall not pay, or permit to be paid, any part
of any  claim or  demand  arising  from  such  asserted  liability,  unless  the
Indemnitor consents in writing to such payment or unless the Indemnitor, subject
to the last  sentence of this  Section 5.5,  withdraws  from the defense of such
asserted liability, or unless a final judgment from which no appeal may be taken
by or on behalf of the Indemnitor is entered against the  Indemnified  Party for
such liability. The Indemnitor,  if it shall assume the defense or settlement of
such claim, shall not effect any settlement of such claim which does not provide
for a complete release of liability of the Indemnified Party without the written
consent  of the  Indemnified  Party,  which  consent  shall not be  unreasonably
withheld  or  delayed.  If the  Indemnitor  shall fail to defend,  or if,  after
commencing or undertaking any such defense, the Indemnitor fails to prosecute or
withdraws  from such  defense,  the  Indemnified  Party  shall have the right to
undertake the defense or settlement thereof, at the Indemnitor's expense.

      5.6  Costs of  Disputed  Indemnification  Obligations.  In the  event of a
dispute  between an Indemnitor and an  Indemnified  Party over the obligation to
provide  indemnification for a specific claim, and it is finally determined by a
court of competent jurisdiction (or other resolution agreed to in writing by the
Indemnitor  and  Indemnified  Party) that (i) the  Indemnitor  was  obligated to
provide  such  indemnification,  then the  Indemnitor  shall  bear all costs and
expenses,  including  reasonable  attorney's  fees, of resolving such dispute or
(ii) the Indemnitor was not obligated to provide such indemnification,  then the
Indemnified  Party  shall  bear all costs  and  expenses,  including  reasonable
attorney's fees, of resolving such dispute.

                                   ARTICLE VI

                                  MISCELLANEOUS

      6.1  Terms  of  the  Preferred  Interests.  The  rights,  preferences  and
designations  of the  Preferred  Interests  to be  contained  in  the  Operating
Agreement  shall be those rights,  preferences  and  designations  which are set
forth in the LOI.

      6.2 Use of Proceeds. The Company agrees to use the Contribution Amount for
working  capital and its operations,  advertising and market  penetration of its
products, all in accordance with the provisions of the Operating Agreement.

      6.3  Amendment.  This Agreement may not be amended except by an instrument
in writing  signed on behalf of the party against whom such  amendment is sought
to be enforced.

      6.4  Fees and  Expenses.  Each  party  hereto  will  pay its own  expenses
incident to  preparing,  entering  into and carrying out this  Agreement and the
consummation of the transactions  contemplated hereby,  provided,  however, that
all  reasonable and customary  fees, due diligence  expenses and the expenses of
Herrick,  Feinstein LLP, legal counsel to Liberty,  shall be paid by the Company
at the  Closing,  up to a maximum of all such fees and expenses in an amount not
to exceed thirty-five thousand dollars ($15,000).

      6.5 Extension;  Waiver.  Any agreement on the part of a party to waive any
provision  of  this  Agreement,  or to  extend  the  time  for  any  performance
hereunder, will be valid only if set forth in an instrument in writing signed on
behalf of such party.  The failure of any party to this  Agreement to assert any
of its rights under this  Agreement or otherwise will not constitute a waiver of
such rights.

      6.6 Entire Agreement; Third-Party Beneficiaries. Other than as provided in
the LOI,  this  Agreement  constitutes  the entire  agreement  among the parties
hereto  with  respect to the  subject  matter  hereof and  supersedes  all prior
agreements  and  understandings,  both written and oral,  among the parties with
respect  to such  matters.  The  members  of the  Company  will be  third  party
beneficiaries  of any rights or remedies  provided by this Agreement.  Except as
otherwise provided in this Section 6.6, this Agreement is not intended to confer
upon any person other than the parties hereto any rights or remedies.

      6.7 Governing  Law. This  Agreement  will be governed by, and construed in
accordance with, the laws of the State of New York,  regardless of the laws that
might otherwise govern under applicable principles of conflict of laws thereof.

      6.8 Notices.  Any notice required to be given hereunder will be sufficient
if in writing and sent by facsimile  transmission  and by courier  service (with
proof of service), hand delivery or certified or registered mail (return receipt
requested and first-class postage prepaid), addressed as follows:

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

                 If to Company, MV or DC:

                 AskTheRobot, LLC
                 29 East 31st Street
                 New York, New York 10016

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


<PAGE>



                 If to Liberty:

                 Liberty Group Services, LLC
                 c/o Liberty Group Holdings, Inc.
                 11 52nd Street
                 Brooklyn, New York  11232
                 Attn:  Barry Hawk, President
                 Fax No.: 718-492-3482

                 with a copy to:

                 Herrick, Feinstein LLP
                 Two Park Avenue
                 New York, New York 10016
                 Attn: David Lubin, Esq.
                 Fax No.: 212-592-1500

                 --------------------------------------------------------------
or to such other  address as any party may  specify by written  notice so given,
and  such  notice  will be  deemed  to have  been  delivered  as of the  date so
telecommunicated, personally delivered or mailed.

      6.9 Further  Assurances.  From and after the date of this Agreement,  upon
the request of Liberty or the  Company,  the other party or parties will execute
and deliver such instruments,  documents and other writings as may be reasonably
necessary  or  desirable  to confirm and carry out and to  effectuate  fully the
intent and purposes of this Agreement.

      6.10  Severability.  Whenever  possible,  each provision or portion of any
provision  of  this  Agreement  will be  interpreted  in  such  manner  as to be
effective and valid under  applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid,  illegal or  unenforceable in
any  respect  under  any  applicable  law  or  rule  in any  jurisdiction,  such
invalidity,  illegality or unenforceability  will not affect any other provision
or portion of any provision in such  jurisdiction,  and this  Agreement  will be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or  unenforceable  provision or portion of any  provision had never been
contained herein.

      6.11  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  all of which will be considered  one and the same  instrument and
will become  effective  when one or more  counterparts  have been signed by each
party and delivered to the other parties.

      6.12  Headings.   The  descriptive   headings  contained  herein  are  for
convenience  and  reference  only and will not affect in any way the  meaning or
interpretation of this Agreement.

        [Remainder of Page Intentionally Omitted; Signature Pages to Follow]


<PAGE>




      IN  WITNESS   WHEREOF,   each  of  the  parties  hereto  has  caused  this
Subscription Agreement to be signed as of the day and year first written above.

                                          ASKTHEROBOT, LLC

                                       By:___________________________
                                          Name:  Michael Vogel

                                       By:___________________________
                                          Name:  Douglas Capeci


                                       LIBERTY GROUP SERVICES, LLC
                                       By: Liberty Group Holdings, Inc.,
                                       its Manager


                                       By:  ________________________
                                             Name:  Barry Hawk
                                             Title:     President