**Exhibit 10.55****Asset Purchase Agreement**
	This Asset Purchase Agreement (the "Agreement") isentered into as of December 8, 2000, by and between JBII Corporation, a Delawarecorporation ("Buyer"), PopMail.com, Inc.("PopMail"), a Minnesota****corporation and IZ.com, Inc., aDelaware corporation and wholly owned subsidiary of PopMail("IZ" and together with PopMail, the"Seller").
**RECITALS**
	IZ conducts a business, which among other things provides contentcreation and development for publication on multiple electronic platformsthrough the use of the Vignette StoryServer software, both under IZ's own brandand for clients on a client branded basis (the "IZ Business").For all purposes of this Agreement, "IZ Business" shall exclude allthe assets and liabilities of PopMail Network, Inc., a Texas company based inDallas, Texas and Fan Asylum, Inc., a California company based in San Francisco,California.  Buyer desires to acquire from Seller, and Seller desires to sell toBuyer, substantially all of the assets of the IZ Business on the terms andsubject to the conditions set forth in this Agreement.
**AGREEMENT

	In consideration of the mutual agreements, representations,warranties and covenants set forth below, Buyer and Seller agree as follows:

1.	**Definitions.**
1.1	**Definitions.  As used in this Agreement, thefollowing terms shall have the following meanings:
(a)	"**Affiliate" means with respectto any Person, a Person directly or indirectly controlling or controlled by orunder common control with such Person.
(b)	"**Closing" means theconsummation of the transactions contemplated hereby.
(c)	"**Closing Date" means the dateof the Closing.
(d)	"**Code" means the InternalRevenue Code of 1986, as amended.
(e)	"**Environmental Laws" shallmean all federal, regional, state, county or local laws, statutes, ordinances,decisional law, rules, regulations, codes, orders, decrees, directives andjudgments relating to public health or safety, pollution, damage to orprotection of the environment, any environmental contamination or pollution orthreatened contamination or pollution of, or the release or threatened releaseof hazardous materials into the environment, whether existing in the past orpresent or hereafter enacted, rendered, adopted or promulgated.  EnvironmentalLaws shall include, but are not limited to, the following laws, and theregulations promulgated thereunder, as the same may be amended from time totime:  the Comprehensive Environmental Response Compensation and Liability Act(42 U.S.C. 9601 etseq.) ("CERCLA"); the ResourceConservation and Recovery Act (42 U.S.C. 6901 etseq.)("RCRA"); the Clean Air Act (42 U.S.C. 7401 etseq.); the Clean Water Act (33 U.S.C. 1251 etseq.); andstate environmental laws.
(f)	"**GAAP" means generallyaccepted accounting principles of the United States of America.
(g)	"**Governmental Authorizations"means the permits, authorizations, consents or approvals of any GovernmentalEntity which are a condition to the lawful consummation of the transactionscontemplated hereby listed on Schedule 1.1(g) to this Agreement.
(h)	"**Governmental Entity" meansany court, or any federal, state, municipal or other governmental authority,department, commission, board, agency or other instrumentality (domestic orforeign).
(i)	"**Lien" means any mortgage,pledge, lien, security interest or agreement, option, covenant, condition,restriction, encumbrance, lease, conditional sales contract, title retentiondevice, charge or other third-party claim of any kind.
(j)	"**Material Adverse Effect" withrespect to a Person means any event, change or effect that is materially adverseto the condition (financial or otherwise), properties, assets, liabilities,business, operations or results of operations of such Person and its Affiliates,taken as a whole.
(k)	"**Person" means an individual,corporation, partnership, association, trust, government or politicalsubdivision or agent or instrumentality thereof, or other entity ororganization.
(l)	"**Taxes" means all taxes,however denominated, including any interest, penalties or other additions to taxthat may become payable in respect thereof, (i) imposed by any federal,territorial, state, local or foreign government or any agency or politicalsubdivision of any such government, for which Buyer could become liable assuccessor to or transferee of the IZ Business or the Purchased Assets or whichcould become a charge against or lien on any of the Purchased Assets, whichtaxes shall include, without limiting the generality of the foregoing, all salesand use taxes, ad valorem taxes, excise taxes, business license taxes,occupation taxes, real and personal property taxes, stamp taxes, environmentaltaxes, real property gains taxes, transfer taxes, payroll and employeewithholding taxes, unemployment insurance contributions, social security taxes,and other governmental charges, and other obligations of the same or of asimilar nature to any of the foregoing, which are required to be paid, withheldor collected, or (ii) any liability for amounts referred to in (i) as a resultof any obligations to indemnify another person or as a result of being a memberof a consolidated, combined or unitary group.
2.	**Sale and Purchase
	2.1  	**Transfer of Assets.  Subject to the terms andconditions of this Agreement, Seller shall sell, assign, grant, transfer, anddeliver (or cause to be sold, assigned, granted, transferred and delivered) toBuyer, or to any Affiliate of Buyer designated by Buyer, and Buyer shallpurchase and accept from Seller as of the Closing Date, free and clear of allLiens, all of the Seller's rights, title and interest in and to all of theassets enumerated below as the same shall exist on the Closing Date (the"Purchased Assets"): 
(a)	all tangible personal property and leases of and otherinterests in tangible personal property used in connection with the IZ Businessas set forth on Schedule 2.1(a);

(b)	all rights under the contracts, agreements, leases andother interests in personal property, licenses, commitments, sales and purchaseorders and other instruments, listed on Schedule 2.1(b) (collectively the"Contracts");

(c)	all of the accounts receivable, notes receivable andother receivables listed on Schedule 2.1(c);

(d)	all prepaid expenses relating to the operation of theIZ Business including, but not limited to Taxes, leases and rentals, and Sellerwill use its commercially reasonable best efforts to take all action necessarywith appropriate third parties to transfer such prepaid expenses to Buyer as ofthe Closing Date;

(e)	all of Seller's rights, claims, credits, causes ofaction or rights of set-off against third parties relating to the PurchasedAssets, including, without limitation, unliquidated rights under warranties;

(f)	all copyrights, copyright registrations, proprietaryprocesses, trade secrets, license rights, specifications, technical manuals anddata, drawings, inventions, designs, patents, patent applications, trade names,trademarks, service marks, product information and data, know-how anddevelopment work-in-progress, customer lists, software, business and marketingplans and other intellectual or intangible property embodied in or pertaining tothe IZ Business, whether pending, applied for or issued, whether filed in theUnited States or in other countries, including without limitation the itemslisted in Schedule 2.1(f), together with all associated goodwill;

(g)	all things authored, discovered, developed, made,perfected, improved, designed, engineered, acquired, produced, conceived orfirst reduced to practice by Seller or any of its employees or agents that areembodied in, derived from or otherwise directly related to the IZ Business, inany stage of development, including, without limitation, modifications,enhancements, designs, concepts, techniques, methods, ideas, flow charts, codingsheets, notes and all other information relating to the IZ Business;

(h)	any and all design and code documentation,methodologies, processes, trade secrets, copyrights, design information, productinformation, technology, formulae, routines, engineering specifications,technical manuals and data, drawings, inventions, know-how, techniques,engineering work papers, and notes, development work-in-process, and otherproprietary information and materials of any kind relating to, used in, orderived from the Purchased Assets (collectively with subsections (f) and (g),the "Intellectual Property");

(i)	all permits, authorizations, consents and approvals ofany Governmental Entity affecting or relating in any way to the IZ Business,including without limitation, the items listed on Schedule 2.1(i) (the"Permits");

(j)	all books, records, files and papers, whether in hardcopy or electronic format, used in the IZ Business, including withoutlimitation, engineering information, sales and promotional literature, manualsand data, sales and purchase correspondence, lists of present, former andprospective suppliers or customers, personnel and employment records, and anyinformation relating to Taxes imposed on the IZ Business or PurchasedAssets;

(k)	all computer software programs, data and associatedlicenses used in connection with the IZ Business;

(l)	all goodwill associated with the IZ Business or thePurchased Assets, together with the right to represent to third parties thatBuyer is the successor to the IZ Business; and

(m)	all subscriber and customer lists associated with theIZ Business or the Purchased Assets. 

2.2	**Excluded Assets.  Buyer agrees that notwithstanding anyprovision of Section 2.1 the assets of Seller listed on Schedule 2.2 (the"Excluded Assets") shall be excluded from the PurchasedAssets.
2.3	**Transfer of Liabilities. Subject to the terms andconditions of this Agreement, Buyer or an Affiliate of Buyer designated by Buyeragrees, effective as of the Closing Date, to assume the following liabilities(the "Assumed Liabilities"):
(a)	the liabilities set forth on Schedule 2.3(a) tothe extent set forth thereon; and

(b)	the obligations of Seller arising under the Contracts,other than any and all payment obligations arising or existing under theContracts prior to the Closing Date which are identified within 120 daysfollowing the Closing Date.

2.4	**Excluded Liabilities.  Except for those liabilitiesexpressly assumed by Buyer or any Affiliate designated by Buyer pursuant toSection 2.3, Buyer shall not assume and shall not be liable for, and Sellerand its direct or indirect subsidiaries shall retain and remain solely liablefor and obligated to discharge, all of the debts, contracts, agreements,commitments, obligations and other liabilities of any nature whatsoever ofSeller and its direct and indirect subsidiaries, whether known or unknown,accrued or not accrued, fixed or contingent, including without limitation, thefollowing:
(a)	Any liability for breaches by Seller or any of itsrespective direct or indirect subsidiaries on or prior to the Closing Date ofany contract or any other instrument, contract or purchase order, or anyliability for payments or amounts due under any Contract or any otherinstrument, contract or purchase order on or prior to the Closing Date; 

(b)	Any liability or obligation for Taxes attributable toor imposed upon Seller or any of its direct or indirect subsidiaries, orattributable to or imposed upon the Purchased Assets for any period (or portionthereof) through and including the Closing Date, including, without limitation,any Taxes attributable to or arising from the transactions contemplated by thisAgreement;

(c)	Any liability or obligation for or in respect of anyloan, other indebtedness for money borrowed, or account payable of Seller or anyof its direct or indirect subsidiaries, including any such liabilities owed toAffiliates of Seller;

(d)	Any liability or obligation arising as a result of anylegal or equitable action or judicial or administrative proceeding initiated atany time, to the extent relating to any action or omission on or prior to theClosing Date by or on behalf of Seller or any of its direct or indirectsubsidiaries, including, without limitation, any liability for infringement ofintellectual property rights, breach of product warranty, injury or death causedby products, or violations of federal or state securities or other laws;

(e)	Any liability or obligation arising on or prior to theClosing Date out of any "employee benefit plan," as such term isdefined by the Employee Retirement Income Security Act of 1974("ERISA") or other employee benefit plans; 

(f)	Any liability or obligation for making payments of anykind (including as a result of the sale of Purchased Assets or as a result ofthe termination of employment by Seller of employees, or other claims arisingout of the terms and conditions of employment with Seller, or for vacation orseverance pay or otherwise) to employees of Seller or in respect of payrolltaxes for employees of Seller; 

(g)	Any liability of Seller incurred in connection withthe making or performance of this Agreement and the transactions contemplatedhereby;

(h)	Any liability of Seller arising out of the violationof or failure to comply with any Environmental Laws applicable to any aspect ofthe IZ Business; and

(i)	Any costs or expenses of Seller incurred in connectionwith shutting down, deinstalling and removing equipment not purchased by Buyer,and the costs associated with all contracts and agreements not assumed byBuyer.

2.5	**Consideration.  Subject to the performance by Seller ofall of its obligations under this Agreement (including delivering all documentsrequired to be delivered) at the Closing, in consideration of the acquisition ofthe Purchased Assets under Section 2.1, Buyer agrees (i) to deliver to Seller anon-interest bearing promissory note (the "Note") in the formattached hereto as Exhibit A in the stated principal amount of$2,250,000, subject to adjustment as provided in Section 2.6 (collectively withthe Warrant (as defined below, the "Consideration"); and (ii)to assume the Assumed Liabilities, and Seller agrees to deliver to Buyer awarrant to purchase 840,000 shares of PopMail common stock (the"Warrant") in the form attached hereto as Exhibit B.
2.6	**Adjustments to Consideration; Certain Third PartyPayments.
(a)	In the event that either (i) Buyer makes anypayment to any of the third parties listed on Schedule 2.6(a) due to Seller'sfailure to pay amounts due or liabilities incurred under Contracts with thesethird parties or (ii) Seller does not transfer all prepaid expensesrelating to the IZ Business to Buyer as of the Closing Date pursuant toSection 2.1(d) hereof, then Seller shall promptly deliver to Buyer, eitherin cash or written evidence acceptable to Buyer of Seller's partial forgivenessof the Note, an amount equal to 175% of the Damages (as defined in Section 10.2)attributable to such agreements and/or prepaid expenses, respectively (the"Consideration Adjustment"). Damages shall include any amountspaid by Buyer plus attorneys fees and expenses and other expenses and costsincurred by Buyer that are reasonably related to paying these third parties theamounts due them by Seller prior to Closing.  In the event Seller elects to paysuch Consideration Adjustment through partial forgiveness of the Note, Buyer andSeller hereby agree to take all action necessary to amend the principal amountdue under the Note to reflect such Consideration Adjustment.  

(b)	In the event Buyer makes any payment in respect of anyTaxes described in Section 6.5 below as a result of Seller's failure to pay suchTaxes when due, Seller shall promptly deliver to Buyer written evidenceacceptable to Buyer of Seller's partial forgiveness of the Note in an amountequal to the amount of Damages (defined in Section 10.2 below) Buyer incursin respect of such Taxes, and Buyer and Seller hereby agree to take all actionnecessary to amend the principal amount due under the Note to reflect suchforgiveness.

(c)	In the event Seller fails to include the shares ofPopMail common stock purchased or purchasable by Buyer upon the exercise of theWarrant in the first registration statement covering PopMail's stock filed bythe Company subsequent to November 30, 2000 under the Securities Act of 1933, asamended (other than any registration statement on Form S-4, S-8 or any othersimilarly inappropriate form, or any successor forms thereto, but including,without limitation, the registration statement on Form S-3 that PopMail waspreparing as of November 30, 2000), Seller shall promptly deliver to Buyerwritten evidence acceptable to Buyer of Seller's partial forgiveness of the Notein an amount such that the Consideration (not taking into account any otheradjustments that may also be made pursuant to this Section 2.6) shall equal OneMillion Five Hundred Thousand Dollars ($1,500,000.00), and Buyer and Sellerhereby agree to take all action necessary to amend the principal amount dueunder the Note to reflect such forgiveness.

(d)	Seller agrees to remit to Buyer in cash within 10business days after the Closing Date, the amount of Seller's deferred revenueattributable to the IZ Business as of the Closing Date determined in accordancewith GAAP.

2.7	**Allocation of Consideration.  The Consideration shall beallocated among the Purchased Assets and other expenses as provided inExhibit C****prepared by Buyer****for purposes of complying withthe requirements of Section 1060 of the Code and the regulations thereunder.Buyer and Seller agree to each prepare and file on a timely basis with theInternal Revenue Service (and applicable state tax authorities) substantiallyidentical and supplemental Internal Revenue Service Forms 8594 (andcorresponding state tax forms) consistent with Buyer's reasonable and lawfulallocation of the Consideration and which gives effect to any ConsiderationAdjustment or the actual dates on which payment is made under the Note.  If anyTax authority challenges such allocation, the party receiving notice of suchchallenge shall give the other prompt written notice thereof and the partiesshall cooperate in order to preserve the effectiveness of such allocation.
3.	**Closing
3.1  	**Closing.  Subject to the terms and conditionsof this Agreement, the Closing shall take place on such date, as soon aspracticable after all conditions precedent in Sections 8 and 9 have beensatisfied or waived, as the parties may agree, but in any case, no later thanDecember 8, 2000 (the "Closing Date").
3.2  	**Actions at the Closing.  At the Closing, Seller shalldeliver the Purchased Assets to Buyer, Buyer shall deliver the Consideration toSeller, and Buyer and Seller shall take such actions and execute and deliversuch agreements, bills of sale, and other instruments and documents as necessaryor appropriate to effect the transactions contemplated by this Agreement inaccordance with its terms, including without limitation the following:
(a)	**Bill of Sale; Assignment and AssumptionAgreement.  Seller shall deliver to Buyer a general Bill of Salesubstantially in the form attached as Exhibit****D and with respectto each Contract, or item of Intellectual Property, an Assignment and AssumptionAgreement substantially in the form attached as Exhibit**E (the"Transfer Documents") in each case duly executed by Seller, andin the aggregate assigning to Buyer all of Seller's right, title and interest inand to the Purchased Assets.  Buyer may designate one or more of its Affiliatesas the recipient of certain of the Purchased Assets, and as the party to assumecertain of the Assumed Liabilities, in which case Seller shall transfer suchPurchased Assets and Assumed Liabilities to Buyer or the Affiliate(s) designatedby Buyer pursuant to such Transfer Documents.  
(b)	**Consideration.  Buyer shall deliver theConsideration to Seller.
(c)	**Title.  Seller shall provide reasonableevidence of valid title to such of the Purchased Assets as Buyer may reasonablyrequest in writing prior to the Closing, in form and substance reasonablysatisfactory to Buyer.
(d)	**Third Party Consents and Assignments.Seller shall deliver to Buyer any assignments, and any required consents toassignment, that it has obtained in respect of the Contracts, duly executed byparties having the authority to so assign or consent to assign, in form andsubstance as Buyer shall reasonably request, as well as a written confirmationfrom such third parties that the Contracts are in good standing.
(e)	**Seller Documents.  At the Closing,Seller shall deliver to Buyer any and all documents required to satisfy theconditions set forth in Section 9 of this Agreement and any other closingdocuments reasonably requested by Buyer.
(f)	**Buyer Documents.  At the Closing, Buyershall deliver to Seller any and all documents required to satisfy the conditionsset forth in Section 8 of this Agreement and any other closing documentsreasonably requested by Seller.
(g)	**Post-Closing Actions.  Subsequent to theClosing Date, Seller shall, and shall cause any Affiliate of Seller to, fromtime to time execute and deliver, upon the request of Buyer, all such other andfurther materials and documents and instruments of conveyance, transfer orassignment as may reasonably be requested by Buyer to effect, record or verifythe transfer to and vesting in Buyer of Seller's and any of Seller's Affiliates'right, title and interest in and to the Purchased Assets, free and clear of allLiens in accordance with the terms of this Agreement.
4.	**Representations and Warranties ofSeller.
Each representation and warranty set forth below is qualified by anyexception or disclosures set forth in the Seller Disclosure Schedule attachedhereto, which exceptions specifically reference the Section(s) to be qualified.In all other respects, each representation and warranty set out in this Section4 is not qualified in any way whatsoever, will not merge on Closing or by reasonof the execution and delivery of any agreement, document or instrument at theClosing, will remain in force on and after the Closing Date, is given with theintention that liability is not confined to breaches discovered before Closing,is separate and independent and is not limited by reference to any otherrepresentation or warranty or any other provision of this Agreement, and is madeand given with the intention of inducing the Buyer to enter into this Agreement.Seller represents and warrants to Buyer as follows:

4.1	**Organization, Standing and Power.  Seller is acorporation duly organized, validly existing and in good standing under the lawsof its jurisdiction of organization. Seller has the requisite corporate powerand authority and all necessary permits, authorizations, consents, and approvalsof all Governmental Entities to own, lease and operate its properties and tocarry on the IZ Business as now being conducted and as proposed to be conducted,except where the failure to have such power, authority and governmentalapprovals would not, individually or in the aggregate, have a Material AdverseEffect on the IZ Business. Seller is duly qualified or licensed as a foreigncorporation to do business, and is in good standing, in each jurisdiction wherethe character of the properties owned, leased or operated by it or the nature ofits business makes such qualification or licensing necessary, except forfailures to be so qualified or licensed and in good standing that would not,individually or in the aggregate, have a Material Adverse Effect on the IZBusiness.
4.2	**Authority.  The execution and delivery of this Agreement(and all other agreements and instruments contemplated under this Agreement) bySeller, the performance by Seller of its obligations hereunder and thereunder,and the consummation by Seller of the transactions contemplated hereby andthereby have been duly authorized by all necessary action by the Board ofDirectors and shareholders of Seller, and no other act or proceeding on the partof or on behalf of Seller or its shareholders is necessary to approve theexecution and delivery of this Agreement and such other agreements andinstruments, the performance by Seller of its obligations hereunder andthereunder and the consummation of the transactions contemplated hereby andthereby.  The signatory officers of Seller have the power and authority toexecute and deliver this Agreement and all of the other agreements andinstruments to be executed and delivered by Seller pursuant hereto, toconsummate the transactions hereby and thereby contemplated and to take allother actions required to be taken by Seller pursuant to the provisions hereofand thereof.
4.3	**Execution and Binding Effect.  This Agreement has beenduly and validly executed and delivered by Seller and constitutes, and the otheragreements and instruments to be executed and delivered by Seller pursuanthereto, upon their execution and delivery by Seller, will constitute (assuming,in each case, the due and valid authorization, execution and delivery thereof byBuyer), legal, valid and binding agreements of Seller, enforceable againstSeller in accordance with their respective terms.
4.4	**Consents and Approvals of Governmental Entities. Otherthan the Governmental Authorizations, there is no requirement applicable toSeller to make any filing, declaration or registration with, or to obtain anypermit, authorization, consent or approval of, any Governmental Entity as acondition to the lawful consummation by Seller of the transactions contemplatedby this Agreement and the other agreements and instruments to be executed anddelivered by Seller pursuant hereto or the consummation by Seller of thetransactions contemplated herein or therein.
4.5	**No Violation.  Neither the execution, delivery andperformance of this Agreement and all of the other agreements and instruments tobe executed and delivered pursuant hereto, nor the consummation of thetransactions contemplated hereby or thereby, will, with or without the passageof time or the delivery of notice or both, (a) conflict with, violate orresult in any breach of the terms, conditions or provisions of the Articles ofIncorporation or Bylaws of Seller, (b) conflict with or result in aviolation or breach of, or constitute a default or require consent of any Person(or give rise to any right of termination, cancellation or acceleration) under,any of the terms, conditions or provisions of any contract, notice, bond,mortgage, indenture, license, franchise, permit, agreement, lease or otherinstrument or obligation to which Seller is a party or by which Seller or any ofthe Purchased Assets may be bound, (c) violate any statute, ordinance orlaw or any rule, regulation, order, writ, injunction or decree of anyGovernmental Entity applicable to Seller or by which any properties or assets ofSeller may be bound, or (d) result in any cancellation of, or obligation torepay, any grant, loan or other financial assistance received by Seller from anyGovernmental Entity.  No "bulk sales" legislation applies to thetransactions contemplated by this Agreement.
4.6	**Consents.  Schedule 4.6 sets forth eachagreement, contract or other instrument binding upon Seller requiring a consentas a result of the execution, delivery and performance of this Agreement or theconsummation of the transactions contemplated hereby, except such consents aswould not, individually or in the aggregate, have a Material Adverse Effect ifnot received by the Closing Date (each a "RequiredConsent").
4.7	**Financial Statements.**  The Seller has made available toBuyer the audited consolidated financial statements of PopMail (includingbalance sheet, income statement and statement of cash flows) as of January 2,2000, for the fiscal year then ended together with the consolidated financialstatements of PopMail contained in PopMail's Quarterly Reports on Form 10-Q forfiscal year 2001 filed with the Securities and Exchange Commission(collectively, the "Financial Statements").  The FinancialStatements have been prepared in accordance with generally accepted accountingprinciples applied on a consistent basis throughout the periods indicated.  TheFinancial Statements fairly present the financial condition and operatingresults of the Seller as of the dates, and for the periods, indicated therein,subject, in the case of interim financial statements, to normal year-end auditadjustments. Except as set forth in the Financial Statements, the Seller has nomaterial liabilities, contingent or otherwise, other than (i) liabilitiesincurred in the ordinary course of business subsequent to October 1, 2000and (ii) obligations under contracts and commitments incurred in theordinary course of business and not required under generally accepted accountingprinciples to be reflected in the Financial Statements, which, in both cases,individually or in the aggregate are not material to the financial condition oroperating results of the Seller.

4.8	**Absence of Certain Changes.  Since November 1, 2000Seller has conducted the IZ Business in the ordinary course consistent with pastpractice and Seller:  
(a)	has not created, incurred or assumed (i) anyborrowings under capital leases, or (ii) any obligation which in anymaterial way affect the IZ Business, the Purchased Assets or Buyer's ability toconduct the IZ Business in substantially the same manner and condition asconducted by Seller on the date of this Agreement;

(b)	has not changed in any manner the compensation of, oragreed to provide additional benefits to, or enter into any employment agreementwith, any Employee (as defined in Section 7.1);

(c)	has maintained insurance coverage in amounts adequateto cover the reasonably anticipated risks of the business conducted with thePurchased Assets;

(d)	has not acquired or agreed to acquire by merging orconsolidating with, or by purchasing any assets or equity securities of, or byany other manner, any business or any corporation, partnership, association orother business organization or division thereof, or otherwise acquire or agreeto acquire any assets which are material, individually or in the aggregate, tothe IZ Business;

(e)	has not sold, disposed of or encumbered any of thePurchased Assets or licensed any Purchased Assets to any Person except for thesale of Inventory in the normal course of business consistent with pastpractice;

(f)	has not engaged in any special promotion, whichpromotes the sale of Inventory with highly discounted terms;

(g) 	has not entered into any agreements or commitmentsrelating to the business conducted with the Purchased Assets, except oncommercially reasonable terms in the ordinary course of business;

(h)	has complied in all material respects with all lawsand regulations applicable to the IZ Business;

(i)	has not entered into any agreement with any thirdparty for the distribution of any of the Purchased Assets;

(j)	has not changed or announced any change to theproducts or services sold by the IZ Business except with Buyer's written consentor at Buyer's request;

(k)	has not violated, amended or otherwise change in anyway the terms of any of the Contracts;

(l)	has not commenced a lawsuit related to or involvingthe Purchased Assets other than (i) for the routine collection of bills; or (ii)for a breach of this Agreement;

(m)	has not assigned, sold or otherwise conveyed to anythird party, any of its accounts receivable prior to the Closing Date; or

(n)	made any agreement to do any of the foregoing.

4.9  	**Assets Generally.
(a)	The Purchased Assets include all properties, tangibleand intangible, and only such properties, currently used by Seller in operatingthe IZ Business and necessary for Buyer to operate the IZ Business after theClosing Date in a manner substantially equivalent to the manner in which Sellerhas operated the IZ Business  prior to and through the Closing Date. Other thanthe Required Consents and the Governmental Approvals, no licenses or otherconsents from, or payments to, any other Person are or will be necessary forBuyer to operate the IZ Business and use the Purchased Assets in the manner inwhich Seller has operated the same.

(b)	Seller holds good and marketable title, license to orleasehold interest in  all of the Purchased Assets and has the complete andunrestricted power and the unqualified right to sell, assign and deliver thePurchased Assets to Buyer.  Upon consummation of the transactions contemplatedby this Agreement, Buyer will acquire good and marketable title, license orleasehold interest to the Purchased Assets free and clear of any Liens and thereexists no restriction on the use or transfer of the Purchased Assets, except asmay be assumed hereunder by Buyer as an Assumed Liability.  No Person other thanSeller has any right or interest in the Purchased Assets, including the right togrant interests in the Purchased Assets to third parties, except for PurchasedAssets licensed or leased from third parties which are set forth in the SellerDisclosure Schedule and identified as such.

(c)	Except as provided in this Agreement, no restrictionswill exist on Buyer's right to sell, resell, license or sublicense any of thePurchased Assets or engage in the IZ Business, nor will any such restrictions beimposed on Buyer as a consequence of the transactions contemplated by thisAgreement or by any agreement referenced in this Agreement.

(d)	All of the Purchased Assets are in good operatingcondition and repair, as required for their use in the IZ Business as presentlyconducted, and conform to all applicable laws, and no notice of any violation ofany law relating to any of the Purchased Assets or Assumed Liabilities has beenreceived by Seller.

4.10	**Intellectual Property.
(a)	The execution, delivery and performance of thisAgreement and the consummation of the transactions contemplated hereby(including without limitation the continued conduct by Buyer after the ClosingDate of the IZ Business as presently conducted by Seller and the incorporationof any Intellectual Property in any product of Buyer or an affiliate of Buyer)will not breach, violate or conflict with any instrument or agreement governingany Intellectual Property necessary or required for, or used in, the conduct ofthe IZ Business as presently conducted and will not cause the forfeiture ortermination or give rise to a right of forfeiture or termination of any suchIntellectual Property or in any material way impair the right of Buyer or any ofits Affiliates to use, sell, license or dispose of, or to bring any action forthe infringement of, any such Intellectual Property or portion thereof;

(b)	Neither the development, manufacture, marketing,license, sale or use of any product or Intellectual Property currently licensed,used or sold by Seller or currently under development violates or will violateany license or agreement to which Seller is a party or infringes or willinfringe any copyright, patent, trademark, service mark, trade secret or otherintellectual property or other proprietary right of any other party.  Allregistered trademarks, service marks, patents and copyrights held by Seller arevalid and subsisting.  There is no pending or threatened claim or litigationcontesting the validity, ownership or right to use, sell, license or dispose ofany of the Purchased Assets (including without limitation the IntellectualProperty) necessary or required for, or used in, the conduct of the business ofSeller as presently conducted nor is there any basis for any such claim, nor hasSeller received any notice asserting that any such Purchased Asset (includingwithout limitation the Intellectual Property) or the proposed use, sale, licenseor disposition thereof conflicts or will conflict with the rights of any otherparty, nor is there any basis for any such assertion.  To the best of Seller'sknowledge, there is no unauthorized use, infringement or misappropriation on thepart of any third party of the Purchased Assets (including without limitationthe Intellectual Property); and

(c)	Seller has taken reasonable steps (including, withoutlimitation, entering into confidentiality and non-disclosure agreements with allofficers and employees of and consultants to Seller with access to or knowledgeof the Purchased Assets (including without limitation the IntellectualProperty)) to maintain the secrecy and confidentiality of, and its proprietaryrights in, the Purchased Assets (including without limitation the IntellectualProperty) necessary or required for, or used in, the conduct of the business ofSeller as presently conducted.  The Seller Disclosure Schedule contains acomplete and accurate list of all applications, filings and other formal actionsmade or taken pursuant to federal, state, local and foreign laws by Seller toperfect or protect its interest in the Purchased Assets, including, withoutlimitation, all patents, patent applications, trademarks, trademarkapplications, service marks and copyright or mask work registrations.

(d)	All fees to maintain Seller's rights in theIntellectual Property, including, without limitation, patent and trademarkregistration and prosecution fees and all professional fees in connectiontherewith pertaining to the Intellectual Property due and payable on or beforethe Closing Date, have been paid by Seller or will be paid by Seller within areasonable period after the Closing.

4.11	**Supply Agreements.  
(a)	The only obligations of Seller to deliver or supplyproducts or services are identified in Schedule 2.1(b) as Co-publishingor Content Agreements (such agreements, as supplemented below, are referred tocollectively as the "Supply Agreements").  Seller has provideda true and complete copy of all Supply Agreements to Buyer.  All such SupplyAgreements are in full force and effect and are valid and effective inaccordance with their respective terms against Seller, as the case may be, andagainst the other party thereto.  Seller holds right, title and interest underthe terms of each Supply Agreement free of all Liens.  Seller is not in defaultunder any such Supply Agreements (or has caused an event which with notice orlapse of time, or both, would constitute a default), nor, to the best ofSeller's knowledge, is the other party thereto in default (or has caused anevent which with notice or lapse of time, or both, would constitute a default)under any such Supply Agreements.

(b)	Seller has not entered into any agreement under whichSeller is restricted from selling, licensing or otherwise distributing anyproducts or services to any class of customers, in any geographic area, duringany period of time or in any segment of the market.

(c)	After the Closing, Buyer will not be prevented by anyact of Seller from changing prices charged to existing or future customers ofany products or services.

(d)	Seller has not granted any third party the right tosupply any products or services of the IZ Business to any other third party.  Noagreement for supply of the products or services by Seller obligates Seller, andno agreement would obligate Buyer after the Closing Date, to provide any changein specification of such products or services or to provide new products orservices.  No agreement pursuant to which Seller has licensed the use of anyproducts to any third party obligates Seller to provide any change inspecification in the performance of such products or to provide new products orservices.

4.12	**Warranties and Indemnities.  The Seller DisclosureSchedule sets forth a summary of all warranties and indemnities, express orimplied, relating to products sold or services rendered by Seller, and nowarranty or indemnity has been given by Seller which is not listed on the SellerDisclosure Schedule or which differs therefrom in any respect.  Seller is incompliance with all warranties described in the Seller Disclosure Schedule.  TheSeller Disclosure Schedule also indicates all warranty and indemnity claimscurrently pending against Seller.
4.13	**Accounts Receivable.  All accounts receivable, notesreceivable and other receivables included in the Purchased Assets are valid,genuine and fully collectible in the aggregate amount thereof, net of Seller'sallowances for doubtful accounts attributable to the IZ Business determined inaccordance with GAAP.
4.14	**Licenses and Permits. Seller holds all consents,approvals, registrations, certifications, authorizations, permits and licensesof, and has made all filings with, or notifications to, all GovernmentalEntities pursuant to applicable requirements of all federal, state, local andforeign laws, ordinances, governmental rules or regulations applicable to thebusiness, including, but not limited to, all such laws, ordinances, governmentalrules or regulations relating to registration of the products of the IZ Business(at their current level of development and use) and certification of thefacilities of the IZ Business, except where the failure to hold any suchconsent, approval, registration, certification, authorization, permit or licenseof, or make any filing with, or notification to, any Governmental Entity wouldnot have a Material Adverse Effect on the IZ Business.  The IZ Business is incompliance with all federal, state, local and foreign laws, ordinances,governmental rules and regulations relating to the products manufactured by theIZ Business or otherwise related to the IZ Business, except where the failure tocomply with any such federal, state, local or foreign law, ordinance,governmental rule or regulation would not have a Material Adverse Effect on theIZ business, and Seller has no reason to believe that any consents, approvals,authorizations, registrations, certifications, permits, filings or notificationsthat it has received or made to operate the IZ Business are invalid or have beenor are being suspended, canceled, revoked or questioned.  There is noinvestigation or inquiry to which Seller is a party or, to Seller's knowledge,pending or threatened, relating to the IZ Business and its compliance withapplicable foreign, state, local or foreign laws, ordinances, governmental rulesor regulations.  Each such consent, approval, registration, certification,authorization, permit or license is transferable and shall be transferred toBuyer in accordance with the terms of this Agreement.
4.15	**Employees.
(a)	Schedule 4.15 sets forth the names and jobtitles of all of the Employees.  All employees, consultants, officers, directorsand shareholders of Seller or any Seller subsidiary that have had access to thePurchased Assets are parties to a written agreement (a "ConfidentialityAgreement"), under which each such person or entity (i) isobligated to disclose and transfer to Seller, without the receipt by such personof any additional value therefor (other than normal salary or fees forconsulting services), all inventions, developments and discoveries which, duringthe period of employment with or performance of services for Seller, he or shemakes or conceives of either solely or jointly with others, that relate to anysubject matter with which his or her work for Seller may be concerned, or relateto or are connected with the IZ Business, products or projects of Seller, orinvolve the use of the time, material or facilities of Seller, and (ii) isobligated to maintain the confidentiality of proprietary information of Seller.None of Seller's employees, consultants, officers or directors is obligatedunder any contract (including licenses, covenants or commitments of any nature)or other agreement, or to the best of Seller's knowledge subject to anyjudgment, decree or order of any court or administrative agency, that wouldconflict with their obligation to promote the interests of Seller with regard tothe IZ Business or the Purchased Assets or that would conflict with the IZBusiness or the Purchased Assets.  Neither the carrying on of the IZ Business byits employees and consultants, nor to the best of Seller's knowledge theexecution or the delivery of this Agreement, will conflict with or result in abreach of the terms, conditions or provisions of, or constitute a default under,any contract, covenant or instrument under which any of such persons or entitiesare now obligated.  It is currently not necessary nor will it be necessary forSeller to utilize in the IZ Business any inventions of any of such persons orentities (or people it currently intends to hire) made or owned prior to theiremployment by or affiliation with Seller, nor is it or will it be necessary toutilize any other assets or rights of any such persons or entities (or people itcurrently intends to hire) made or owned prior to their employment with orengagement by Seller, in violation of any registered patents, trade names,trademarks or copyrights or any other limitations or restrictions to which anysuch persons or entity is a party or to which any of such assets or rights maybe subject.  To the Seller's knowledge, none of Seller's employees, consultants,officers, directors or shareholders that has had knowledge or access toinformation relating to the Purchased Assets has taken, removed or made use ofany proprietary documentation, manuals, products, materials, or any othertangible item from his or her previous employer relating to the Purchased Assetsby such previous employer which has resulted in Seller's access to or use ofsuch proprietary items included in the Purchased Assets, and Seller will notgain access to or make use of any such proprietary items in the IZ Business,except to the extent that any such activities would not have a material adverseeffect on the Purchased Assets or the IZ Business.

(b)	Except for the Confidentiality Agreement, there are nowritten or oral contracts of employment between Seller and any Employee.

(c)	Seller is not a party to any collective bargainingagreement covering any employee and Seller knows of no effort to organize any ofits employees as a part of any collective bargaining unit.  Seller's employeesare not members of a trade union certified as a bargaining agent with the Sellerand, to the best of Seller's knowledge, no proceedings to implement any suchcertifications are pending.

4.16	**Employee Benefit and Compensation Plans.  Buyer willincur no liability with respect to, or on account of, and Seller will retain anyliability for, and on account of, any employee benefit plan of Seller, any ofits Affiliates or any predecessor employer of any employee, including, but notlimited to, liabilities Seller may have to such employees under all employeebenefit schemes, incentive compensation plans, bonus plans, pension andretirement plans, profit-sharing plans (including any profit-sharing plan with acash-or-deferred arrangement) share purchase and option plans, savings andsimilar plans, medical, dental, travel, accident, life, disability and otherinsurance and other plans or arrangements, whether written or oral and whether"qualified" or "non-qualified," or to any employee as aresult of termination of employment by Seller as contemplated by this Agreement(including any liabilities under the Consolidated Omnibus Budget ReconciliationAct ("COBRA")).  Seller has not, with respect to any employee,maintained or contributed to, or been obligated or required to contribute to,any retirement or pension plan or any employee benefit plan.  The Seller hascomplied with all of its obligations (including obligations to makecontributions) in respect of the retirement or pension funds of which itsemployees are beneficiaries, there is no outstanding liability of the Seller orany of its Affiliates to any such funds and all such funds are fully funded tomeet all potential claims for benefits by any and all such employees and anyformer employee.  
	4.17	**Taxes.  All Taxes have been or will be paid bySeller which are due or properly accrued with respect to all periods (orportions thereof) prior to and including the Closing Date, and at the request ofBuyer, Seller shall provide Buyer with proof of such payment.  Seller and anyother person required to file returns or reports of Taxes have duly and timelyfiled (or will file prior to the Closing Date) all returns and reports of Taxesrequired to be filed prior to such date, and all such returns and reports aretrue, correct, and complete.  There are no liens for Taxes on any of thePurchased Assets.  Seller has complied with all record keeping and tax reportingobligations relating to income and employment taxes due with respect tocompensation paid to employees or independent contractors providing services tothe IZ Business.  Seller is not a "foreign person" within the meaningof Section 1445(f)(3) of the Code.  There are no pending or, to Seller'sknowledge, threatened proceedings with respect to Taxes, and there are nooutstanding waivers or extensions of statutes of limitations with respect toassessments of  Taxes.  No agreement or arrangement regarding compensation ofany employee providing services to the IZ Business provides for any paymentswhich could result in a nondeductible expense to the Buyer pursuant toSection 280G of the Code or an excise tax to the recipient of such paymentpursuant to Section 4999 of the Code.
 4.18	**Compliance with Law.  The operation of the IZ Businesshas been conducted in all material respects in accordance with all applicablelaws, regulations and other requirements of Governmental Entities havingjurisdiction over the same.
4.19	**Material Contracts.
(a)	Schedule 2.1(b) contains a list of all Contracts whichare material to the Business.

(b)	Except as would not, individually or in the aggregate,have a Material Adverse Effect on the IZ Business, each Contract is a legal,valid and binding agreement, and none of the Contracts is in default by itsterms or has been canceled by the other party; Seller is not in receipt of anyclaim of default under any such Contract; and Seller does not anticipate anytermination or change to, or receipt of a proposal with respect to, any suchContract as a result of the transactions contemplated hereby.  Seller hasfurnished Buyer with true and complete copies of all such Contracts togetherwith all amendments, waivers or other changes thereto.  

4.20	**Litigation; Other Claims.
(a)	There are no claims, actions, suits, inquiries,proceedings, or investigations against Seller, or any of its officers, directorsor shareholders, relating to the IZ Business, the Purchased Assets or Seller'semployees which are currently pending or, to the best of Seller's knowledge,threatened, at law or in equity or before or by any Governmental Entity, orwhich challenges or seeks to prevent, enjoin, alter or materially delay any ofthe transactions contemplated hereby, nor is Seller aware of any basis for suchclaims, actions, suits, inquiries, proceedings, or investigations; and noGovernmental Entity has at any time challenged or questioned the legal right ofSeller to manufacture, offer or sell any of its products or services in thepresent manner or style thereof.

(b)	There are no grievance or arbitration proceedingspending or threatened, and there are no actual or threatened strikes or workstoppages with respect to the IZ Business, the Purchased Assets or Seller'semployees, nor is Seller aware of any basis for such proceedings or events.

4.21	**Defaults.  Seller is not in default under or withrespect to any judgment, order, writ, injunction or decree of any court or anyGovernmental Entity which could reasonably be expected to have a MaterialAdverse Effect on the IZ Business or any of the Purchased Assets.  There doesnot exist any default by Seller or by any other Person, or event that, withnotice or lapse of time, or both, would constitute a default under any agreemententered into by Seller as part of the operations of the IZ Business which couldreasonably be expected to have a Material Adverse Effect on the IZ Business orthe Purchased Assets, and no notices of breach thereof have been received bySeller.
4.22	**Schedules.  The schedules describing the PurchasedAssets are complete and accurate and describe the assets in the possession of,or used by Seller in connection with the IZ Business.  The property listed insuch Schedules constitutes all of the tangible and intangible property necessaryfor the conduct by Seller of the IZ Business.
4.23	**Full Disclosure.  Seller is not aware of any factspertaining to the Purchased Assets which affect the IZ Business or the PurchasedAssets in a materially adverse manner or which will in the future affect the IZBusiness or the Purchased Assets in a materially adverse manner.  Neither thisAgreement nor any other agreement, exhibit, schedule or officer's certificatebeing entered into or delivered pursuant to this Agreement contains any untruestatement of a material fact or omits to state any material fact necessary inorder to make the statements contained in such document not misleading.
4.24	**Brokers and Finders.  Neither Seller nor any of itsofficers, directors or employees has employed any broker or finder or incurredany liability for any brokerage fee, commission or finder's fee in connectionwith the transactions contemplated by this Agreement.
4.25	**Fair Consideration; No Fraudulent Conveyance.  The saleof the Purchased Assets pursuant to this Agreement is made in exchange for fairand equivalent consideration.  Seller is not now insolvent and will not berendered insolvent by the sale, transfer and assignment of the Purchased Assetspursuant to the terms of this Agreement.  Seller is not entering into thisAgreement or any of the other agreements referenced in this Agreement with theintent to defraud, delay or hinder its creditors and the consummation of thetransactions contemplated by this Agreement, and the other agreements referencedin this Agreement, will not have any such effect.  The transactions contemplatedin this Agreement or any agreements referenced in this Agreement will notconstitute a fraudulent conveyance, or otherwise give rise to any right of anycreditor of Seller to any of the Purchased Assets after the Closing.
4.26	**Insurance.  The Seller Disclosure Schedule lists allinsurance policies and fidelity bonds covering the Purchased Assets.  There isno claim by Seller pending under any of such policies or bonds as to whichcoverage has been questioned, denied or disputed by the underwriters of suchpolicies and bonds.  All premiums due and payable under all such policies andbonds have been paid and Seller is otherwise in material compliance with theterms of such policies and bonds (or other policies and bonds providingsubstantially similar insurance coverage).  There is no threatened terminationof, or material premium increase with respect to, any of such policies.
5.	**Representations and Warranties of Buyer
	Buyer represents and warrants to Seller as follows:

5.1	**Organization.  Buyer is a corporation duly formed andvalidly existing under the laws of Delaware and has full corporate power andauthority and the legal right to execute and deliver this Agreement and all ofthe other agreements and instruments to be executed and delivered by Buyerpursuant hereto, and to consummate the transactions contemplated hereby andthereby.
5.2	**Authority.  The execution and delivery of this Agreement(and all other agreements and instruments contemplated hereunder) by Buyer, theperformance by Buyer of its obligations hereunder and thereunder, and theconsummation by Buyer of the transactions contemplated hereby and thereby havebeen duly authorized by all necessary action by the Board of Directors of Buyer,and no other act or proceeding on the part of Buyer or its shareholders isnecessary to approve the execution and delivery of this Agreement and such otheragreements and instruments, the performance by Buyer of its obligationshereunder and thereunder and the consummation of the transactions contemplatedhereby and thereby.  The signatory officers of Buyer have the power andauthority to execute and deliver this Agreement and all of the other agreementsand instruments to be executed and delivered by Buyer pursuant hereto, toconsummate the transactions hereby and thereby contemplated and to take allother actions required to be taken by Buyer pursuant to the provisions hereofand thereof.
5.3	**Execution and Binding Effect.  This Agreement and theNote have been duly and validly executed and delivered by Buyer and constitutes,and the other agreements and instruments to be executed and delivered by Buyerpursuant hereto, upon their execution and delivery by Buyer, will constitute(assuming, in each case, the due and valid authorization, execution and deliverythereof by Seller), legal, valid and binding agreements of Buyer, enforceableagainst Buyer in accordance with their respective terms, except asenforceability may be limited by bankruptcy, insolvency, moratorium, or otherlaws affecting the enforcement of creditors' rights generally or provisionslimiting competition, and by equitable principles.
5.4	**Consent and Approvals.  There is no requirementapplicable to Buyer to make any filing, declaration or registration with, or toobtain any permit, authorization, consent or approval of, any GovernmentalEntity as a condition to the lawful consummation by Buyer of the transactionscontemplated by this Agreement and the other agreements and instruments to beexecuted and delivered by Buyer pursuant hereto, except for filings (a) whichare referred to in the Seller Disclosure Schedule or (b) the failure of makingwhich would not have a Material Adverse Effect on the transactions contemplatedhereby.
5.5	**No Violation.  Neither the execution, delivery andperformance of this Agreement and of all the other agreements and instruments tobe executed and delivered pursuant hereto, nor the consummation of thetransactions contemplated hereby or thereby, will, with or without the passageof time or the delivery of notice or both, (a) conflict with, violate orresult in any breach of the terms, conditions or provisions of the Certificateof Incorporation or Bylaws of Buyer, (b) conflict with or result in aviolation or breach of, or constitute a default or require consent of any Person(or give rise to any right of termination, cancellation or acceleration) under,any of the terms, conditions or provisions of any notice, bond, mortgage,indenture, license, franchise, permit, agreement, lease or other instrument orobligation to which Buyer is a party or by which Buyer or any of its propertiesor assets may be bound, or (c) violate any statute, ordinance or law or anyrule, regulation, order, writ, injunction or decree of any Governmental Entityapplicable to Buyer or by which any of its properties or assets may bebound.
6.	**Covenants.
6.1	**Access to Information.
(a)	Prior and subsequent to the Closing, Seller willpermit Buyer to make a full and complete investigation of the Purchased Assetsand to receive from Seller all information of Seller relating to the PurchasedAssets or reasonably related to Seller's conduct of the IZ Business.  Withoutlimiting this right, Seller will give to Buyer and its accountants, legalcounsel, and other representatives full access, during normal business hours, ata mutually agreeable location arranged in advance, to all of the books, records,files, documents, properties, and contracts of Seller relating to the PurchasedAssets or reasonably related to Seller's conduct of the IZ Business and allowBuyer and any such representatives to make copies thereof, all of which shall bemade available in an organized fashion and so as to facilitate an orderlyreview.  This Section 6.1 shall not affect or be deemed to modify anyrepresentation or warranty contained herein or the conditions to the obligationsof the parties to consummate the transactions contemplated by this Agreement.Seller shall maintain and make available the information and records specifiedin this Section 6.1(a) in the ordinary course of Seller's business and documentretention policies, as if the transactions contemplated by this Agreement hadnot occurred.

(b)	At all times following the Closing, each party shallprovide the other party (at such other party's expense) with such reasonableassistance, including the provision of available relevant records or otherinformation and reasonable access to and cooperation of any employees, as may bereasonably requested by either of them in connection with the preparation of anyfinancial statement or tax return, any audit or examination by any taxingauthority, or any judicial or administrative proceeding relating to liabilityfor Taxes.

6.2	**Third Party Consents.  Seller and Buyer shall usecommercially reasonable efforts to obtain, within the applicable time periodsrequired, all Required Consents, waivers, permits, consents and approvals and toeffect all registrations, filings and notices with or to third parties orGovernmental Entities which are necessary to consummate the transactionscontemplated by this Agreement so as to preserve all rights of, and benefits to,the Buyer in the Purchased Assets.  Nothing in this Agreement shall be construedas an assignment of, or an attempt to assign to Buyer, any contract (or rightstherein) or Governmental Entity authorization which, as a matter of law or byits terms, is (i) not assignable, or (ii) not assignable without theapproval or consent of the issuer thereof or the other party or parties thereto,without first obtaining such approval or consent (collectively, "Non-Assignable Rights").  In connection with such Non-Assignable Rights, andwithout prejudice to the rights of Buyer elsewhere in this Agreement, Sellershall, at the request of Buyer:
(a)	apply for and use all reasonable efforts to obtain allconsents or approvals contemplated by the Purchased Assets (or rights therein)or Governmental Entity authorization, in a form satisfactory to Buyer actingreasonably;

(b)	co-operate with Buyer in any reasonable and lawfularrangements designed to provide the benefits of such Non-Assignable Rights toBuyer, including holding any such Non-Assignable Rights in trust for Buyer oracting as agent for Buyer;

(c)	enforce any rights of Seller arising from such Non-Assignable Rights against the issuer thereof or the other party or partiesthereto;

(d)	take all such actions and do, or cause to be done, allsuch things at the request of Buyer as shall reasonably be necessary and properin order that the value of any Non-Assignable Rights shall be preserved andshall enure to the benefit of Buyer; and

(e)	pay over to Buyer, all monies collected by or paid toSeller in respect of such Non-Assignable Rights. 

If Seller is unable to lawfully provide the benefit of any Non-AssignableRight to Buyer, it shall not, at any time, use such Non-Assignable Right for itsown purposes or assign or provide the benefit of such Non-Assignable Right toany other party. 

6.3	**Certain Notifications.  At all times prior to theClosing, Seller and Buyer shall promptly notify the other party in writing ofthe occurrence of any event which will result, or has a reasonable prospect ofresulting, in the failure to satisfy any of the conditions specified in Section8 or Section 9 of this Agreement.
6.4	**Best Efforts.  The Seller shall use its commerciallyreasonable best efforts (i) to cause to be fulfilled and satisfied all ofthe conditions to the Closing set forth in Section 8 below, (ii) to causeto be performed all of the matters required of it at the Closing and(iii) to cause the Contracts to be assigned to Buyer.
6.5	**Tax Returns.  Seller shall, to the extent that failureto do so could adversely affect Buyer, the IZ Business or the Purchased Assetsfollowing Closing, (a) continue to file in a timely manner all returns andreports relating to Taxes, and such returns and reports shall be true, correctand complete and shall be subject to the review and consent of Buyer whichconsent shall not be unreasonably withheld, and (b) be responsible for andpay when due any and all Taxes attributable to or imposed upon Seller or any ofits direct or indirect subsidiaries, or attributable to or imposed upon thePurchased Assets for any period (or portion thereof) through and including theClosing Date, including, without limitation, any Taxes attributable to orarising from the transactions contemplated by this Agreement.  In the eventBuyer makes any payment in respect of such Taxes as a result of Seller's failureto pay such Taxes when due, there shall be a partial forgiveness of the Note asset forth in Section 2.6(b) above.
6.6	**Post-Closing Access to Information.  If, after theClosing Date, in order properly to operate the IZ Business or prepare documentsor reports required to be filed with governmental authorities or Buyer'sfinancial statements, it is necessary that Buyer obtain additional informationwithin Seller's possession relating to the Purchased Assets or the IZ Business,Seller will furnish or cause its representatives to furnish such information toBuyer.  Such information shall include, without limitation, all agreementsbetween Seller and any Person relating to the IZ Business. Seller shall maintainand make available the information and records specified in this Section 6.6 fora period of five (5) years after the Closing Date.
6.7	**Post-Closing Cooperation.  Seller agrees that, ifreasonably requested by Buyer, it will cooperate with Buyer, at Buyer's expense,in enforcing the terms of any agreements between Seller and any third partyinvolving the IZ Business, including without limitation terms relating toconfidentiality and the protection of intellectual property rights.  In theevent that Buyer is unable to enforce its intellectual property rights against athird party as a result of a rule or law barring enforcement of such rights by atransferee of such rights, Seller agrees to reasonably cooperate with Buyer byassigning to Buyer such rights as may be required by Buyer to enforce itsintellectual property rights in its own name.  If such assignment still does notpermit Buyer to enforce its intellectual property rights against the thirdparty, Seller agrees to initiate proceedings against such third party inSeller's name, provided that Buyer shall be entitled to participate in suchproceedings and provided further that Buyer shall be responsible for theexpenses of such proceedings.
6.8	**No Post-Closing Retention of Copies.  Immediately afterthe Closing, Seller shall deliver to Buyer or destroy copies of Purchased Assetsin Seller's possession that are in addition to copies delivered to Buyer as partof the Closing, whether such copies are in paper form, on computer media orstored in another form; provided, however, that Seller may retain and usecopies of financial books and records relating to the IZ Business as well asother documents required by law to be kept by Seller for the sole purpose ofpreparing its financial statements and other reports required by applicable law.The Seller shall not be permitted to use the financial books and records of theIZ Business for any other reason.
6.9	**Public Announcements.  On and prior to the Closing Date,Buyer and Seller shall advise and confer with each other prior to the issuanceof any reports, statements or releases concerning this Agreement (including theexhibits and schedules hereto) and the transactions contemplated herein.Neither Buyer nor Seller will make any public disclosure prior to the Closing orwith respect to the Closing unless both parties agree on the text and timing ofsuch public disclosure; provided, however, that nothing contained hereinshall prevent either party at any time from furnishing any information to anyGovernmental Entity.  Immediately after this Agreement is signed, both partieswill make public announcements to their respective share exchanges; the text ofsuch public announcements will be reviewed by the parties prior to release.
6.10	**Post-Closing Actions.  Subsequent to the Closing Date,Seller shall, from time to time, execute and deliver, upon the request of Buyer,all such other and further materials and documents and instruments ofconveyance, transfer or assignment as may reasonably be requested by Buyer toeffect, record or verify the transfer to, and vesting in Buyer, of Seller'sright, title and interest in and to the Purchased Assets, free and clear of allLiens, in accordance with the terms of this Agreement.
6.11	**Financial Statements.**  In the eventBuyer is required by the rules and regulations promulgated by the U.S.Securities and Exchange Commission to produce any financial statements coveringa period or periods prior to the Closing Date, then Seller at Buyer's expenseshall assist Buyer in the preparation thereof as reasonably requested by Buyer.

6.12	**Permits.  Seller will assist Buyer inobtaining any licenses, permits or authorizations required for carrying on theIZ Business but which are not transferable.
6.13	**Taxes.** Seller shall be responsible forpaying, shall promptly discharge when due, and shall reimburse, indemnify andhold harmless Buyer from, any sales or use, transfer, real property gains,excise, stamp, or other similar Taxes arising from, imposed on or attributableto the transactions contemplated by this Agreement, and any other Taxes whichare due or properly accrued with respect to all periods (or portions thereof)prior to and including the Closing Date, and at the request of Buyer, Sellershall provide Buyer with proof of such payment.

7.	**Employee Matters
7.1	**Transferred Employees.**
(a)	**Offer of Employment.  Subject to andin accordance with the provisions of this Section 7, Buyer may offer employmentto any or all of the employees who are employed by Seller in the IZ Business asof the date of this Agreement (the "Employees").  Seller agreesthat it will cooperate with Buyer to identify those employees of Seller who arenecessary for the conduct the IZ Business.  Prior to the Closing, Buyer, afternotice to Seller as to the timing and method of contact, shall have the right tocontact any or all of the Employees for the purposes of making offers ofemployment with Buyer (or any Affiliate designated by Buyer) after the ClosingDate and receiving written acceptances of such employment (in each casecontingent on consummation of the transactions contemplated by this Agreement).Upon Closing, Buyer (or any Affiliates designated by Buyer) shall hire thoseEmployees to whom it has made an offer in accordance with this Section 7.1 andwho accept such offer in the manner and within the time frame reasonablyestablished by Buyer. Each such Employee who is employed by Seller on theClosing Date and who actually transfers to employment with Buyer (or anyAffiliate designated by Buyer) at or after the Closing Date as a result of anoffer of employment made by Buyer is hereafter referred to as a"Transferred Employee."  Transferred Employees shall notinclude any person on a disability leave of more than twenty-six (26) weeks.  Ona periodic basis following the date of this Agreement and prior to the Closing,Buyer shall advise Seller of its intentions with respect to the employees itdesires to extend or has extended offers to and the general status ofdiscussions with such employees.  Buyer hereby notifies Seller of Buyer's intentto offer employment to all Employees set forth on Schedule 7.1(a) on termsand conditions substantially equivalent to, or greater than, such Employees'current terms and conditions of employment.  Notwithstanding such periodicdisclosures made to Seller, Buyer shall not be obligated to hire any employeeunless an offer of employment is subsequently made to, and accepted by, suchemployee; in addition, Buyer shall have no obligation to hire any employees ofSeller after the Closing Date.
(b)	**Transition.  Seller hereby agrees thatit will not terminate the employment of any Employee prior to the Closing;provided, however, that Seller will terminate the employment of Ronald Dan Berstand Philip Bane immediately prior to the Closing.  The employment by Seller ofthe Transferred Employees shall end at the close of business on the Closing Dateand the employment of the Transferred Employees by Buyer shall commence at12:01 a.m. on the day after the Closing Date.  The terms of employment withBuyer (or Buyer's Affiliates) shall be as mutually agreed to between eachTransferred Employee and Buyer (or Buyer's Affiliate, as the case may be),subject to the provisions of this Section 7.1.  Between the date of thisAgreement and the Closing Date, Seller will provide each Transferred Employeewith the same level of compensation as that currently provided by Seller.  Buyershall have no obligation with respect to payments of salary, compensation,wages, health or similar benefits, commissions, bonuses (deferred or otherwise),severance (including any severance pay owed to Ronald Dan Berst and PhilipHoward Bane), stock or stock options or any other sums due to any TransferredEmployee that accrued as of or before the Closing Date.  Other than as listed onSchedule 7.1(b), Seller will be fully responsible for all amounts payableto any employee who is not a Transferred Employee, including (withoutlimitation) all termination payments, redundancy compensation, severance pay,accrued vacation pay and other amounts payable in respect of the termination ofemployment of any employee in connection with the sale of the Purchased Assetsto the Buyer.  In addition, Seller will be fully responsible for all amountsowing to Transferred Employees prior to Closing.
(c)	**Retention of Employees Prior to Closing.Seller agrees to use reasonable efforts to retain the Employees as employees ofthe IZ Business until the Closing Date, and to assist Buyer in securing theemployment after the Closing Date of those Employees to whom Buyer (ordesignated by Buyer) makes or intends to make offers of employment undersubsection (a) above.  Seller shall not transfer any Employee to employment withSeller outside of the IZ Business prior to the Closing or without the consent ofBuyer.  Seller shall notify Buyer promptly if, notwithstanding the foregoing,any Employee terminates employment with Seller after the date of this Agreementbut prior to the Closing.  Buyer may request Seller to hire additional employeesfor the IZ Business, in which case Seller will use commercial reasonable effortsto identify and hire such employees.
7.2	**Compensation and Benefits of Transferred Employees.Coverage for Transferred Employees under Buyer's compensation and benefit plansand other programs shall commence as of 12:01 a.m. on the day after the ClosingDate.  Buyer shall be free to establish its own employee benefit plans; Buyershall have no obligation to offer benefit plans of the same type or with termssimilar to or better than the terms of Seller's current employee benefit plans.Buyer may, at its option, give each Transferred Employee credit for suchTransferred Employee's years of most recent continuous service with Seller forpurposes of determining participation and benefit levels under all of Buyer'svacation policies and benefit plans and programs.
7.3	**Other Employees of the IZ Business.  With respect toeach employee of the IZ Business as of the Closing Date who is not a TransferredEmployee (each a "Non-Transferred Employee"), Seller agrees toeither terminate such Non-Transferred Employee's employment with Seller,effective prior to the Closing or offer such Non-Transferred Employee continuedemployment with Seller other than in the IZ Business.  Seller furtheracknowledges that the Non-Transferred Employees shall not be employees of Buyerafter the Closing.
7.4	**No Right to Continued Employment or Benefits.  Noprovision in this Agreement shall create any third party beneficiary or otherright in any Person (including any beneficiary or dependent thereof) for anyreason, including, without limitation, in respect of continued, resumed or newemployment with Seller or Buyer (or any Affiliate of Seller or Buyer) or inrespect of any benefits that may be provided, directly or indirectly, under anyplan or arrangement maintained by Seller, Buyer or any Affiliate of Seller orBuyer.  Except as otherwise expressly provided in this Agreement, Buyer is underno obligation to hire any employee of Seller, provide any employee with anyparticular benefits, or make any payments or provide any benefits to thoseemployees of Seller whom Buyer chooses not to employ.
8.	**Conditions to Buyer's Obligations
	The obligations of Buyer under this Agreement are subject to thefulfillment, prior to or on the Closing Date, of each of the followingconditions, all or any of which may be waived by Buyer in writing, except asotherwise provided by law:

8.1	**Representations and Warranties True; Performance;Certificate. 
(a)	The representations and warranties of Seller containedin this Agreement shall be true and correct in all material respects as of theClosing Date with the same effect as though such representations and warrantieshad been made or given again at and as of the Closing Date;

(b)	Seller shall have performed and complied with all ofits agreements, covenants and conditions required by this Agreement to beperformed or complied with by them prior to or on the Closing Date;

(c)	The conditions set forth in this Section 8 have beenfulfilled or satisfied, unless otherwise waived in writing by Buyer; and

(d)	Buyer shall have received a certificate, dated as ofthe Closing Date, signed and verified by an officer of Seller on behalf ofSeller certifying to the matters set forth in Sections 8.1(a) and 8.1(b)above.

8.2	**Consents.  All Governmental Authorizations, RequiredConsents and consents required to transfer the Contracts to Buyer on the termsand conditions provided to Seller, without change as a result of the transfer toBuyer, shall have been obtained.
8.3	**No Proceedings or Litigation.
(a)  No preliminary or permanent injunction or other ordershall have been issued by any Governmental Entity, nor shall any statute, rule,regulation or executive order be promulgated or enacted by any GovernmentalEntity which prevents the consummation of the transactions contemplated by thisAgreement.

(b)  No suit, action, claim, proceeding or investigationbefore any Governmental Entity shall have been commenced and be pending againstany of the parties, or any of their respective Affiliates, associates, officersor directors, seeking to prevent transactions contemplated by this Agreement,including, without limitation, the sale of the Purchased Assets or assertingthat the sale of the Purchased Assets would be illegal or create liability fordamages or which may have a Material Adverse Effect on the IZ Business or thePurchased Assets.

8.4	**Documents.  This Agreement, the exhibits and schedulesattached hereto, and any other instruments of conveyance and transfer and allother documents to be delivered by Seller at the Closing and all actions ofSeller required by this Agreement and the exhibit agreements, or incidentalthereto, and all related matters, shall be in form and substance reasonablysatisfactory to Buyer and Buyer's counsel and shall be in full force andeffect.
8.5	**Governmental Filings.  The parties shall have made anyrequired filing with Governmental Entities in connection with this Agreement andthe exhibit agreements, and any approvals related thereto shall have beenobtained or any applicable waiting periods shall have expired.  If a proceedingor review process by a Governmental Entity is pending in which a decision isexpected, Buyer shall not be required to consummate the transactionscontemplated by this Agreement until such decision is reached or rendered,notwithstanding Buyer's legal ability to consummate the transactionscontemplated by this Agreement prior to such decision being reached or rendered.
8.6	**No Material Adverse Change.  There shall have been nomaterial adverse change in the financial condition or results of operations ofthe IZ Business on the Closing Date as compared with the date of thisAgreement.
8.7	**Termination of Benefit Plans.  Seller shall haveprovided Buyer with evidence, reasonably satisfactory to Buyer as to thetermination of all benefit plans and payments owing by Seller relating to allEmployees and the termination of all Non-Transferred Employees' benefitplans.
8.8	**Legal Opinion.  Buyer shall havereceived a legal opinion from Maslon Edelman Borman & Brand, LLP, legalcounsel to Seller, dated the Closing Date, in a form satisfactory to Buyer.
8.9	**Outside Financing.  Buyer shall have received equityfinancing in an amount of no less than $1,000,000 in aggregate proceeds and onterms satisfactory to Buyer prior to the Closing Date. 
8.10	**Operations Manual.  Prior to the Closing Date, Buyershall have received and been assigned ownership of a written manual, produced byPopMail at its own cost, detailing the operations of the IZ Publishing Systemthat is in form and substance satisfactory to Buyer.
8.11	**Severance Due Transferred Employees. Seller shall haveagreed in writing to pay any Transferred Employee (including Ronald Dan Berstand Philip Howard Bane) 50% of the severance due from Seller within ten (10)business days of Closing and the remaining 50% within twenty (20) business daysof Closing.
9.	**Conditions to Seller's Obligations
	The obligations of Seller under this Agreement are subject to thefulfillment, prior to or on the Closing Date, of each of the followingconditions, all or any of which may be waived in writing by Seller, except asotherwise provided by law:

9.1	**Representations and Warranties True; Performance.
(a)	The representations and warranties of Buyer containedin this Agreement shall be true and correct in all material respects as of theClosing Date with the same effect as though such representations and warrantieshad been made or given again at and as of the Closing Date;

(b)	Buyer shall have performed and complied with all ofits agreements, covenants and conditions required by this Agreement to beperformed or complied with by them prior to or on the Closing Date;

(c)	Seller shall have received a certificate, dated as ofthe Closing Date, signed and verified by an officer of Buyer on behalf of Buyercertifying to the matters set forth in Sections 9.1(a) and 9.1(b) above.

9.2	**No Proceeding or Litigation.
(a)  No preliminary or permanent injunction or other ordershall have been issued by any Governmental Entity, nor shall any statute, rule,regulation or executive order be promulgated or enacted by any GovernmentalEntity which prevents the consummation of the transactions contemplated by thisAgreement.

(b)  No suit, action, claim, proceeding or investigationbefore any Governmental Entity shall have been commenced and be pending againstany of the parties, or any of their respective Affiliates, associates, officersor directors, seeking to prevent the sale of the Purchased Assets or assertingthat the sale of the Assets would be illegal or create liability fordamages.

9.3	**Documents.  This Agreement, any other instruments ofconveyance and transfer and all other documents to be delivered by Buyer toSeller at the Closing and all actions of Buyer required by this Agreement orincidental thereto, and all related matters, shall be in form and substancereasonably satisfactory to Seller and Seller's counsel.
9.4	**Governmental Filings.  The parties shall have made anyfiling required with Governmental Entities, and any approvals shall have beenobtained or any applicable waiting periods shall have expired.  If a proceedingor review process by a Governmental Entity is pending in which a decision isexpected, Seller shall not be required to consummate the transactionscontemplated by this Agreement until such decision is reached or rendered,notwithstanding Seller's legal ability to consummate the transactionscontemplated by this Agreement prior to such decision being reached orrendered.
9.5**	Fairness Opinion.** Seller shall have received anopinion from its financial adviser, Duff & Phelps, stating that in theopinion of such financial adviser, the terms of the Purchase are fair andreasonable to the shareholders of Seller from a financial point of view.  Sellershall bear all costs of obtaining such an opinion. 

9.6	**Legal Opinion.**Seller shall have received a legalopinion from Venture Law Group, A Professional Corporation, legal counsel toBuyer, dated the Closing Date, in a form satisfactory to Seller.

10.	**Indemnification.
10.1	**Survival of Representations and Warranties.  Allcovenants to be performed prior to the Closing Date, and all representations andwarranties in this Agreement or in any instrument delivered pursuant to thisAgreement shall survive the consummation of the transactions contemplated herebyand continue until the two (2) year anniversary of the Closing Date****(the"Indemnification Termination Date"); provided that ifany claims for indemnification have been asserted with respect to any suchrepresentations, warranties and covenants prior to the IndemnificationTermination Date, the representations, warranties and covenants on which anysuch claims are based shall continue in effect until final resolution of anyclaims, and provided, further, that representations, warrantiesand covenants relating to Taxes shall survive until 30 days after expiration ofall applicable statutes of limitations relating to such  Taxes.  All covenantsto be performed after the Closing Date shall continue indefinitely.Notwithstanding the foregoing, all representations, warranties and covenants inthis Agreement relating to Taxes shall continue until 30 days after expirationof all applicable statutes of limitations. 
10.2	**Indemnification of Buyer.  Subject to the limitationsset forth in this Section 10, from and after the Effective Time, Seller shallprotect, defend, indemnify and hold harmless Buyer and Buyer's Affiliates,officers, directors, employees, representatives and agents (each of theforegoing Persons is hereinafter referred to individually as a "BuyerIndemnified Person" and collectively as "Buyer IndemnifiedPersons") from and against any and all losses, costs, damages,liabilities, fees (including without limitation reasonable attorneys' fees) andexpenses (collectively, the "Damages"), that any of the BuyerIndemnified Persons incurs by reason of or in connection with any claim, demand,action or cause of action alleging misrepresentation, breach of, or default inconnection with, any of the representations, warranties, covenants or agreementsof the Seller contained in this Agreement, including any exhibits or schedulesattached hereto, known to Buyer prior to the Indemnification Termination Date.Damages in each case shall be net of the amount of any insurance proceeds andindemnity and contribution actually recovered by Buyer.
10.3	**Indemnification of Seller.  Subject to the limitationsset forth in this Section 10, from and after the Effective Time, Buyer shallprotect, defend, indemnify and hold harmless Seller and Seller's Affiliates,officers, directors, employees, representatives and agents (each of theforegoing Persons is hereinafter referred to individually as a "SellerIndemnified Person" and collectively as "Seller IndemnifiedPersons") from and against any and all Damages that any of the SellerIndemnified Persons incurs by reason of or in connection with any claim, demand,action or cause of action alleging misrepresentation or breach of any of therepresentations or warranties of the Buyer contained in Section 5 of thisAgreement known to Seller prior to the Indemnification Termination Date.Damages in each case shall be net of the amount of any insurance proceeds andindemnity and contribution actually recovered by Seller.
10.4	**Method of Asserting Claims.**  All claimsfor indemnification pursuant to this Section 10 shall be made in accordance withthe following provisions: 

Buyer or Seller, as applicable, shall deliver to Seller orBuyer, respectively, at any time on or before the Indemnification TerminationDate, a certificate signed by any officer of Buyer or Seller, as applicable (an"Officer's Certificate"):

(i)	stating that Buyer or Seller, as applicable, or anyother Buyer Indemnified Person or Seller Indemnified Person, respectively, haspaid or incurred Damages and

(ii)	specifying in reasonable detail the individual itemsof Damages included in the amount so stated, the date each such item was paid orincurred and the nature of the misrepresentation, breach of warranty or claim towhich such item is related.

Seller or Buyer, as applicable, shall have thirty (30) days to object inwriting to any claim or claims made in such Officer's Certificate pursuant toSection 10.5 below.  After the expiration of such thirty-day period, if Selleror Buyer, as applicable, has raised no objections, Seller or Buyer, asapplicable, shall deliver to Buyer or Seller, respectively, as promptly aspracticable, either cash or, in the case of Seller, written evidence of Seller'spartial forgiveness of the Note, in each case in an amount equal to suchDamages.

10.5	**Resolution of Conflicts; Arbitration.**
(i)	In case Seller or Buyer, as applicable, shallobject in writing to any claim or claims made in any Officer's Certificate,Seller and Buyer shall attempt in good faith to agree upon the rights of therespective parties with respect to each of such claims within 45 days afterBuyer's or Seller's receipt of the other party's written objection to the claimpursuant to Section 10  (the "Negotiation Period").  If Sellerand Buyer should so agree during the Negotiation Period, a memorandum settingforth such agreement shall be prepared and signed by both parties and fundsshall be distributed in accordance with the terms thereof.

(ii)	If no such agreement has been reached by the end ofthe Negotiation Period, either Buyer or Seller may demand arbitration of thematter unless the amount of the Damages is at issue in pending litigation with athird party, in which event arbitration shall not be commenced until such amountis ascertained by settlement or a non-appealable decision of a court ofcompetent jurisdiction or both parties agree to binding arbitration.  Thebinding arbitration shall be conducted in King County, Washington if brought bySeller and in Dallas County, Texas if brought by Buyer, in accordance with thethen-current Commercial Arbitration Rules of the American ArbitrationAssociation by one arbitrator appointed in accordance with said rules.  TheArbitrator shall apply Washington law, without reference to rules of conflictsof law or rules of statutory arbitration, to the resolution of any dispute. Thewritten decision of the arbitrator as to the validity and amount of any claim insuch Officer's Certificate shall be binding and conclusive upon the parties tothis Agreement, and notwithstanding anything in Section 10 hereof, theparties shall be entitled to act in accordance with such decision and make orwithhold payments in accordance therewith.  The arbitrator shall awardreimbursement to the prevailing party in the arbitration of its reasonableexpenses of the arbitration (including costs and reasonable attorneys' fees).The award of the arbitrator****shall be the sole and exclusive monetaryremedy of the parties and shall be enforceable in any court of competentjurisdiction.  Notwithstanding the foregoing, any party shall be entitled toseek injunctive relief or other equitable remedies from any court of competentjurisdiction.

10.6	**Third Party Claims.**  In the event either party becomesaware of a third-party claim which such party believes may result in a demandagainst the other party, such party shall notify the other party of such claim,and the other party shall be entitled, at the other party's expense, toparticipate in any defense of such claim; provided, however, that failure to sonotify the other party shall not relieve such other party from any liability ithas under this Agreement with respect to such third party claim.  Each partyshall have the right in its discretion to settle any such claim; provided,however, that except with the written consent of the other party, no settlementof any such claim with third-party claimants shall alone be determinative of thevalidity of any claim against such other party. ****In the event such otherparty has consented in writing to any such settlement, such other party shallhave no power or authority to object under any provision hereof to the amount ofany claim by consistent with such settlement.

10.7	**Exclusive Contractual Remedy.**Indemnification pursuantto this Section 10 shall be the exclusive contractual remedy of Buyer andSeller for any Damages; provided, however, that nothing herein shall limit theliability of any officer or director of Seller for such person's fraud orintentional misrepresentation.

11.	**Miscellaneous.**
11.1	**Amendments and Waivers.**  Any termof this Agreement may be amended or waived with the written consent of the****parties or their respective successors and assigns.  Any amendment or waivereffected in accordance with this Section 11.1 shall be binding upon theparties and their respective successors and assigns.

11.2	**Successors and Assigns. ****Theterms and conditions of this Agreement shall inure to the benefit of and bebinding upon the respective****successors and assigns of the parties.Nothing in this Agreement, express or implied, is intended to confer upon anyparty other than the parties hereto or their respective successors and assignsany rights, remedies, obligations, or liabilities under or by reason of thisAgreement, except as expressly provided in this Agreement.
11.3	**Governing Law; Jurisdiction.**  ThisAgreement and all acts and transactions pursuant hereto and the rights andobligations of the parties hereto shall be governed, construed and interpretedin accordance with the laws of the State of Washington, without giving effect toprinciples of conflicts of law.  

11.4**	Counterparts.**  This Agreement may beexecuted in two or more counterparts, each of which shall be deemed an originaland all of which together shall constitute one instrument.

11.5	**Titles and Subtitles.**  The titles andsubtitles used in this Agreement are used for convenience only and are notto be considered in construing or interpreting this Agreement.

11.6	**Notices.**  Any notice required orpermitted by this Agreement shall be in writing and shall be deemed sufficientupon receipt, when delivered personally or by courier, overnight deliveryservice or confirmed facsimile, or forty-eight (48) hours after being depositedin the regular mail as certified or registered mail (airmail if sentinternationally) with postage prepaid, if such notice is addressed to the partyto be notified at such party's address or facsimile number as set forth below,or as subsequently modified by written notice, and (a) if to Buyer,  with acopy to Craig E. Sherman, 4750 Carillon Point, Kirkland, Washington 98033 or(b) if to Seller, with a copy to Philip J. Tilton, Maslon Edelman Borman& Brand, LLP, 3300 Wells Fargo Center, Minneapolis, Minnesota 55402.

11.7	**Berst Attorneys Fees.  PopMail agreesto reimburse Ronald Dan Berst for reasonable legal fees and expenses as owed inconnection with the registration, drafting and execution of this Agreement, upto a maximum of $10,000.
11.8	**Severability.**  If one or moreprovisions of this Agreement are held to be unenforceable under applicable law,the parties agree to renegotiate such provision in good faith, in order tomaintain the economic position enjoyed by each party as close as possible tothat under the provision rendered unenforceable.  In the event that the partiescannot reach a mutually agreeable and enforceable replacement for suchprovision, then (i) such provision shall be excluded from this Agreement,(ii) the balance of the Agreement shall be interpreted as if such provisionwere so excluded and (iii) the balance of the Agreement shall beenforceable in accordance with its terms.

11.9	**Entire Agreement.**  This Agreement****and the documents referred to herein are the product of all of the partieshereto, and constitute the entire agreement between such parties pertaining tothe subject matter hereof and thereof, and merge all prior negotiations anddrafts of the parties with regard to the transactions contemplated herein andtherein.  Any and all other written or oral agreements existing between theparties hereto regarding such transactions are expressly canceled.

11.10	**Advice of Legal Counsel.**  Each partyacknowledges and represents that, in executing this Agreement, it has had theopportunity to seek advice as to its legal rights from legal counsel and thatthe person signing on its behalf has read and understood all of the terms andprovisions of this Agreement.  This Agreement shall not be construed against anyparty by reason of the drafting or preparation thereof.

 

 

[*Signature pages follow*]

	This Agreement has been duly executed and delivered by the dulyauthorized officers of Seller and Buyer as of the date first above written.

 

						**JBII CORPORATION**
 

						By:  	
						Name:  	
						Title:  	
 

 

					**	POPMAIL.COM, INC.**
 

						By:  	
						Name:  	
						Title:  						
 

					**	IZ.com, Inc.**
 

						By:  	
						Name:  	********************************************************************************************************************************************************************************************************************