Agreement and Plan of Reorganization

         This  Agreement and Plan of  Reorganization  ("Agreement")  dated as of
July 7,  2000 is  entered  into by  NetObjects,  Inc.,  a  Delaware  corporation
("NetObjects"),  Neto Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of NetObjects ("Subsidiary"),  Rocktide, Inc., a Delaware corporation
(the "Company"),  and the undersigned  holders of substantially  all outstanding
capital stock of the Company.  Such holders of outstanding  capital stock of the
Company  are  herein   collectively   referred  to  as  the  "Stockholders"  and
individually  as a  "Stockholder."  The  Company  is  a  developer  of  software
applications consisting of an embedded ASP platform and an embeddable online Web
builder (the "Business").

         Capitalized terms used herein have the meanings stated in Section 9.

         NetObjects  desires  to  acquire  the  Company  through  a merger  (the
"Merger") of the Company with and into Subsidiary (the "Surviving  Company") for
a total value of $4,000,000  consisting of  NetObjects  common stock,  $0.01 par
value  per  share,   ("NetObjects   Stock")   and   $400,000   cash  (the  "Cash
Consideration",  and  collectively  with the  shares of  NetObjects  stock,  the
"Merger  Consideration"),  and  the  Company  and  the  Stockholders  desire  to
consummate the Merger, under the terms of this Agreement.

         The  Merger is  intended  to  qualify  as a  reorganization  within the
meaning of Section 368 of the Code.

         Therefore,  in consideration of the mutual agreements contained herein,
the parties hereby agree as follows:

Section 1     The Merger

         1.1 Closing.  The closing (the  "Closing")  under this Agreement  shall
take place at the offices of McCutchen,  Doyle, Brown & Enersen, LLP, Palo Alto,
within  five  business  days  after  the  satisfaction  (or  waiver by the party
entitled  to waive) of all  conditions  stated in  Sections  5 and 6, or at such
other place or on such other date as the parties may agree in writing.

         1.2 Effective Time of Merger.  The Merger shall take effect upon filing
of a Certificate of Merger, substantially in the form attached as Exhibit A (the
"Certificate  of Merger"),  with the Delaware  Secretary of State in  accordance
with Delaware Law (the "Merger Effective Time").

         1.3 Effects of Merger. The effects of the Merger are as follows:

         (a)  Certificate of  Incorporation.  At the Merger  Effective Time, the
Certificate  of  Incorporation  of the  Subsidiary  shall be the  Certificate of
Incorporation  of the  Surviving  Company,  subject  always  to the right of the
Subsidiary to amend its Certificate of Incorporation  after the Merger Effective
Time in  accordance  with the laws of the  State of  Delaware,  and shall not be
amended by virtue of the Merger.
<PAGE>

         (b) By-Laws. At the Merger Effective Time, the Bylaws of the Subsidiary
shall be the  Bylaws of the  Surviving  Company  and shall not be amended by the
Merger.

         (c) Directors and Officers. At the Merger Effective Time, the directors
of Subsidiary  immediately  prior to the Merger  Effective Time shall become the
directors  of  the  Surviving  Company,  and  the  officers  of  the  Subsidiary
immediately  prior to the Merger  Effective Time shall remain as the officers of
the Surviving Company, in each case until their successors have been elected and
qualified or until otherwise provided by law.

         (d)  Company  Shares  Owned by  Company  or  NetObjects.  At the Merger
Effective  Time, all of the shares of Common Stock of the Company that are owned
directly or indirectly  by the Company or any  subsidiary of the Company and any
Shares owned by  NetObjects,  Subsidiary  or any other  subsidiary of NetObjects
(the "Excluded  Shares") shall be canceled and no NetObjects  Stock or any other
consideration shall be delivered therefor.

         (e) Other Company Common Shares.  At the Merger  Effective  Time,  each
share of Common Stock of the Company ("Common Shares"),  other than the Excluded
Shares,  shall be converted  into the right to receive Merger  Consideration  of
$0.4371585  per Common  Share (based on total  Common  Shares and Common  Shares
subject to Company  stock  options  equal to 9,150,000  shares  divided into the
total Merger Consideration value of $4,000,000) consisting of the following:

                  (i) an amount of cash per  outstanding  Common  Share equal to
                  the Cash  Consideration  divided by the total number of Common
                  Shares  outstanding  (excluding  shares subject to unexercised
                  stock options) immediately prior to the Merger Effective Time;
                  and

                  (ii) a fraction of one share of NetObjects  Stock which equals
                  the quotient of (x) $0.4371585 minus the amount  determined in
                  (i),  above  divided by (y) the "Merger  Price",  which is the
                  average  reported  closing price per share of NetObjects Stock
                  on the Nasdaq National  Market (the "Reported  Price") for the
                  ten consecutive  trading days  immediately  preceding the date
                  that is two full business days before the date of Closing;

         subject, however, to Section 1.3(g) and Section 1.3(i).

         (f)  Fractional  Shares.  NetObjects  shall not be required to issue or
deliver  any  fractional   shares  of  NetObjects   Stock  or  any  certificates
representing fractional shares of NetObjects Stock for certificates representing
the  Excluded  Shares;  however,  NetObjects  shall pay to each person who would
otherwise be entitled to receive a certificate  representing a fractional  share
of NetObjects  Stock an amount in cash (rounded to the nearest whole cent) equal
to the Merger Price multiplied by the fraction of a share of NetObjects Stock to
which such Stockholder would otherwise be entitled.

         (g) Escrow Deposit.  Notwithstanding anything in this Section 1., (i) a
number of shares of NetObjects  Stock equal to one-tenth of the number of shares
of NetObjects Stock into which the Common Shares held by each Stockholder  shall
be converted by virtue of the Merger,  rounded up (if a fractional share amount)
to the next highest  whole number of shares (the  "Escrow  Stock"),  and (ii) an
amount equal to one-tenth the amount of cash which each

                                       2
<PAGE>

Stockholder  is entitled  to receive by virtue of the Merger,  rounded up to the
nearest  whole  cent (the  "Escrow  Dollars"),  shall be  subject  to the escrow
agreement  dated the date hereof in the form  attached as Exhibit B (the "Escrow
Agreement").  Certificates  representing the Escrow Stock and the Escrow Dollars
shall be delivered to the escrow agent under the Escrow  Agreement  (the "Escrow
Agent") rather than such Stockholder.

         (h) Rocktide  Options.  At the Merger  Effective  Time,  there shall be
substituted for each option to acquire Common Shares then outstanding  under the
Rocktide,  Inc. 2000 Stock Plan (the "Rocktide Option Plan") an option under the
NetObjects  Amended and Restated 1997 Stock Option Plan (the "NetObjects  Option
Plan") to acquire a number of shares of NetObjects  Stock equal to the number of
Common Shares subject to such option under the Rocktide Option Plan  immediately
prior to the Merger Effective Time multiplied by an amount equal to the quotient
of (x) $0.4371585 divided by (y) the Merger Price (the "Option Exchange Ratio"),
rounded down to the nearest whole number of shares of NetObjects  Stock. The per
share  exercise  price for the  NetObjects  Stock issuable upon exercise of each
substituted option shall be determined by dividing the exercise price per Common
Share  subject  to the  option,  as in effect  immediately  prior to the  Merger
Effective  Time,  by the Option  Exchange  Ratio,  and  rounding  the  resulting
exercise  price  up to the  nearest  whole  cent.  For  purpose  of the  vesting
provisions  of the  NetObjects  Option Plan,  the period of required  time-based
vesting,  and the  commencement  date of the  actual  vesting  period  (with  an
acceleration of vesting as to no more than 50% of the shares of NetObjects Stock
issuable upon exercise of each substituted  option)  applicable to options under
the  Rocktide  Option  Plan will also be  applicable  to the  options  under the
NetObjects Option Plan substituted therefor. Promptly after the Merger Effective
Time,  NetObjects and such holders shall enter into option agreements reflecting
the  terms of such  options  issued  in  substitution.  A number  of  shares  of
NetObjects Stock equal to one-tenth of the number of shares of NetObjects issued
upon any exercise of the  substituted  NetObjects  option during the term of the
Escrow  Agreement will be deposited by NetObjects with the Escrow Agent and will
be subject to the terms of the Escrow Agreement.

         (i)  Restricted  Stock.  Notwithstanding  any other  provision  of this
Section 1.3 to the contrary,  25% of the shares of NetObjects  Stock received by
Jeet Kaul and Arun  Anantharaman  pursuant to Section 1.3(e) will remain subject
to the provisions of the Common Stock Purchase Agreement among them and Rocktide
dated  March 14,  2000 and  shall  constitute  "Non-Vested  Shares"  as  defined
therein.

         1.4 Surrender of Certificates

         (a) Certificate Surrender Required. Notwithstanding any other provision
of this  Agreement,  no  certificate  for  NetObjects  Stock and no cash  amount
otherwise payable to a Stockholder who has not theretofore  surrendered its, his
or her certificates formerly evidencing the Common Shares registered in its, his
or her name shall be issued or paid until the surrender of such  certificates to
NetObjects,  in  which  case it will be  paid  to such  holder.  Until  properly
surrendered,  certificates formerly evidencing the Common Shares shall be deemed
for all purposes to evidence  only the shares of  NetObjects  Stock or amount of
Cash Consideration into which such Common Shares were converted by virtue of the
Merger and the right to receive the  payments  specified in Section  1.3(f).  No
interest  shall  accrue after the Merger  Effective  Time or be paid on any cash
payment upon surrender of  certificates  which  immediately  prior to the Merger
Effective Time represented the Common Shares.

                                       3
<PAGE>

         (b) Notice. As soon as practicable after the Merger Effective Time, the
Company shall notify each  Stockholder who has not already  surrendered all its,
his or her certificates formerly evidencing the Common Shares registered in its,
his or her name, that the Merger has become effective and that such certificates
may be surrendered to the Company in order to receive certificates  representing
the NetObjects  Shares into which such Common Shares were converted by virtue of
the  Merger  and the  amount of the Cash  Consideration  or other  amounts  then
payable to such holder in accordance with this Agreement.

         (c) Nonregistered  Certificate  Holders.  If any part of the NetObjects
Stock or right to receive  cash  issuable or payable to a  Stockholder  is to be
issued or paid to a person other than the person in whose name the  certificates
surrendered in exchange therefor are registered, it shall be a condition to such
issuance  or payment  that the  certificate  so  surrendered  shall be  properly
endorsed or accompanied by appropriate stock powers and otherwise in proper form
for  transfer,  that  such  transfer  otherwise  be proper  and that the  person
requesting  such transfer pay to the Company any transfer or other taxes payable
by reason of the foregoing or establish to the  satisfaction of the Company that
such taxes have been paid or are not required to be paid.

         (d)  Lost,  Stolen  or  Destroyed   Certificates.   In  the  event  any
certificate formerly representing the Common Shares shall have been lost, stolen
or destroyed,  upon the making of any  affidavit of that fact by the  registered
holder thereof or his duly authorized  attorney-in-fact,  NetObjects shall issue
the  certificate  for  NetObjects   Stock  and  pay  the  portion  of  the  Cash
Consideration  to which such  Common  Shares are then  entitled by virtue of the
Merger,  provided  that  NetObjects  may, in its  discretion  and as a condition
precedent to such issuance and payment,  require the owner of such lost,  stolen
or destroyed  certificate to give NetObjects a bond in such sum as it may direct
as  indemnity  against  any claim  that may be made  against  NetObjects  or the
Company with  respect to the  certificate  alleged to have been lost,  stolen or
destroyed.

         1.5 Other Agreements.

         (a) The Escrow  Agreement  attached in the form of Exhibit B sets forth
the terms on which (i) the portion specified therein of the shares of NetObjects
Stock to be issued to each stockholder of the Company pursuant to this Agreement
and (ii) the  specified  portion  of the Cash  Consideration  to be paid to each
stockholder  pursuant  to  this  Agreement  will be  held  by the  escrow  agent
designated therein and the authority of the Stockholders to act on behalf of all
stockholders   of  the  Company   thereunder  as  the  "Holders'   Agents."  The
Stockholders  hereby confirm the terms of the Escrow  Agreement and agree to act
as the agent for all stockholders of the Company.

         (b) At or prior to the  Closing,  each of the  Stockholders  agrees  to
enter into releases in favor of the Company in the form attached as Exhibit C.

         (c) At or prior to the  Closing,  each of the  Stockholders  agrees  to
enter into  noncompetition  agreements  with  NetObjects in the form attached as
Exhibit D.

         (d)  Each  of the  Stockholders  hereby  waives  his  appraisal  rights
underss. 262 of Delaware General Corporation Law.

         (e) Each of the  stockholders  agrees to sign and deliver to NetObjects
an  agreement  substantially  in the  form  of the  Confirmation  Agreement  and
Assignment of Rights attached as Exhibit E.

                                       4
<PAGE>

Section 2 Transactional  Representations  and Warranties of the Stockholders and
          the Company

         A. The Stockholders and the Company represent and warrant to NetObjects
that, on and as of the date hereof:

2.1      Capital Stock.

         (a) The authorized and  outstanding  capital stock of the Company is as
follows:

                                                 Shares           Shares
                 Designation of Class          Authorized      Outstanding

                 Common Stock                  25,000,000       8,625,000

                 Preferred Stock               25,000,000           0

There is no capital  stock of the Company  outstanding  except as stated in this
Section 2.1(a). The outstanding Stock Rights of the Company are as follows:

                                                                       Shares
                                                                       Subject
                                                        Class of       to Stock
                                                         Stock          Right
                Designation of Stock Right

                Options under Rocktide Option Plan      Common        525,000

There are no Stock Rights  outstanding with respect to the Company except as set
forth in this  Section  2.1(a),  and the terms of such  Stock  Rights are as set
forth in Schedule 2.1. Except as disclosed in Schedule 2.1, the Company is not a
party to any stockholders agreement,  registration rights agreement,  repurchase
agreement or other  Contract with respect to capital stock or Stock Right issued
or to be issued by it.

         (b) All of the issued and outstanding  capital stock of the Company has
been  duly  and   validly   authorized   and   issued  and  is  fully  paid  and
non-assessable,  and has not been  issued  in  violation  of any  preemptive  or
similar rights of any  stockholder or any applicable  securities  law. Except as
disclosed  in  Schedule  2.1,  no Person has any right to require the Company to
redeem,  purchase or otherwise reacquire any capital stock issued by the Company
or any Stock  Rights with  respect to any capital  stock  issued by the Company.
There are no preemptive or similar rights in respect of any capital stock of the
Company except as set forth in Schedule 2.1.

         (c) The  Company has never  declared  or paid any  dividend or made any
distribution  in respect of any of its  capital  stock or any Stock  Rights with
respect thereto, or, except as set forth in Schedule 2.1, directly or indirectly
redeemed,  purchased or otherwise acquired any of the capital stock issued by it
or any Stock Rights with respect thereto.

         2.2  Organization;  Good  Standing.  The Company is a corporation  duly
organized,  validly existing and in good standing under the laws of Delaware and
has all requisite  corporate  power and authority to own,  lease and operate its
Properties  and to conduct the Business as currently  conducted.  The Company is
duly  qualified  and in good standing  under the laws of California  and has all
requisite corporate power and authority to own, lease and operate its Properties
and to conduct its

                                       5
<PAGE>

Business as currently conducted.  The Company is not required to be qualified to
do business as a foreign  corporation in any jurisdiction other than California.
The Company is not a partner in any general or limited  partnership  or a member
in any limited liability company.

         2.3 Authority.  The Company has all requisite power and authority under
applicable  corporate  law to execute and deliver this  Agreement and to perform
the  transactions  contemplated  hereby.  The  execution  and  delivery  of this
Agreement and the consummation of the transactions contemplated hereby have been
duly  authorized  by all requisite  corporate  action on the part of the Company
(including without limitation all required  shareholder  approvals) and no other
approval on the part of the Company is necessary under applicable  corporate law
for the execution, delivery and performance of this Agreement.

         2.4 No Violation.  The execution and delivery of this Agreement and the
consummation  of the  transactions  contemplated  hereby (i) will not violate or
conflict with the articles of incorporation  or by-laws of the Company,  (ii) do
not require any  Third-Party  Action with respect to the  Company,  (iii) to the
knowledge  of the  Company,  do not  violate  any  Legal  Requirement  or  Order
applicable  to the Company,  (iv) do not conflict  with or  constitute a default
under, or result in the acceleration or right of acceleration of any obligations
under, or result in the creation or imposition of any  Third-Party  Right under,
any Contract,  excluding Minor Contracts, to which the Company is a party or (v)
to the  knowledge of the Company,  do not conflict  with or constitute a default
under, or result in the acceleration or right of acceleration of any obligations
under, or result in the creation or imposition of any  Third-Party  Right under,
any Minor Contract to which the Company is a party.

         B. Each Stockholder,  with respect to itself,  himself or herself only,
hereby represents and warrants to NetObjects that, on and as of the date hereof:

         2.5 Power and Authority.  Such  Stockholder has all requisite power and
authority to execute and deliver this Agreement and to perform the  transactions
contemplated hereby.

         2.6 Title.  Such Stockholder is the sole record and beneficial owner of
the  shares of  Company  stock set forth  opposite  such  Stockholder's  name on
Schedule 2.6. Such shares are free and clear of all Third-Party Rights, and such
Stockholder  has the full and  unrestricted  right,  power and authority to vote
such shares in favor of, and have such shares participate in, the Merger.

         2.7 Authority;  Enforceability;  Approval.  Such  Stockholder  has full
right  and  power  and all  authorization  and  approval  required  by any Legal
Requirement,  and by any Contract to which such  Stockholder  is a party to vote
his,  her or its shares in favor of the  Merger.  The  execution,  delivery  and
performance of this Agreement by such  Stockholder  have been duly authorized by
all  necessary  action.  This  Agreement is legally  binding on and  enforceable
against such Stockholder in accordance with its terms.  The execution,  delivery
and performance of this Agreement by such  Stockholder  and the  consummation by
such Stockholder of the Merger and all of other transactions contemplated hereby
(x) to the knowledge of such  Stockholder,  do not violate any Legal Requirement
or Order applicable to such Stockholder,  (y) do not conflict with or constitute
a default  (with or without the giving of notice or the passage of time or both)
under or result in any  acceleration or right of acceleration of any obligations
under, any Contract,  excluding Minor Contracts,  to which such Stockholder is a
party,  and (z) to the  knowledge of such  Stockholder,  do not conflict with or
constitute  a default  (with or without  the giving of notice or the  passage of
time or both) under,  or result in any  acceleration or right of acceleration of
any obligations  under, any Minor


                                       6
<PAGE>

Contract to which such Stockholder is a party. Such Stockholder has voted all of
his, her or its shares of Company  capital stock fully and  irrevocably in favor
of the Merger.

         2.8 Investment Intent.  Such Stockholder is acquiring  NetObjects Stock
under the terms of this  Agreement  for such  Stockholder's  own account and not
with the view to, or for resale in connection  with, any  distribution or public
offering  thereof  within the meaning of the Act. Such  Stockholder  understands
that the NetObjects Stock is characterized as "restricted  securities" under the
federal  securities laws inasmuch as the NetObjects Stock is being acquired from
NetObjects in a transaction not involving a public  offering.  Such  Stockholder
understands  that the NetObjects  Stock has not been registered under the Act by
reason of its issuance or contemplated issuance in a transaction exempt from the
registration  and prospectus  delivery  requirements of the Act, that it must be
held indefinitely  unless a subsequent  disposition  thereof is registered under
the Act or is exempt from registration,  and that the reliance of NetObjects and
others  on  this   exemption  is  predicated  in  part  on  such   Stockholder's
representations and warranties.

         2.9 Investment Experience. Such Stockholder has carefully reviewed this
Agreement,  including  the  Exhibits and  Schedules  hereto,  and has  carefully
reviewed all NetObjects Information provided to all Company stockholders,  other
available materials  concerning  NetObjects,  including,  but not limited to the
NetObjects  Annual Report on SEC Form 10-K and  amendments  thereto for the year
ended September 30, 1999 and NetObjects  Quarterly  Reports on SEC Form 10-Q for
the three and six months ended  December  31, 1999 and March 31,  2000,  and has
asked  NetObjects  all  questions  he,  she  or  it  deemed   appropriate,   and
acknowledges  that he, she or it is  experienced  in evaluating and investing in
companies  similar  to  NetObjects,  can bear the  economic  risk of owning  the
NetObjects Stock, including a complete loss of the investment, for an indefinite
period of time,  and has  enough  knowledge  and  experience  in  financial  and
business  matters to  evaluate  the  merits  and risks of owning the  NetObjects
Stock.

         2.10  Transfer  and  Assignment.  Any  transfer  or  assignment  of the
NetObjects  Stock must be made in compliance  with the Act and applicable  state
securities laws. No such assignment or transfer will be valid unless  NetObjects
first receives  notice of such  assignment or transfer and an opinion of counsel
(which opinion of counsel must be reasonably  satisfactory to NetObjects) to the
effect  that such  assignment  or transfer  does not  violate  the  registration
requirements  of the Act or any applicable  state  securities  law. There are no
agreements,  refusal rights or arrangements of any kind between such Stockholder
and any  other  party  that  require  such  Stockholder  to  offer  or sell  the
NetObjects  Stock to any  Person,  whether in  connection  with the  transaction
contemplated by this Agreement, any resale of the NetObjects Stock in the future
or otherwise.

         2.11 Legends.  Such  Stockholder  understands  that the  certificate(s)
evidencing the NetObjects Stock may bear a legend substantially as follows:

         The shares  represented by this  certificate  have not been  registered
         under the  Securities  Act of 1933.  The shares have been  acquired not
         with a view to distribution and may not be offered, sold,  transferred,
         pledged or  hypothecated  in the absence of an  effective  registration
         statement for the shares under the Act and under any  applicable  state
         securities  laws, or an opinion of counsel  satisfactory  to NetObjects
         that the proposed  transfer can be made in compliance  with federal and
         state securities laws.

and any legend required by any applicable state laws or regulations.

                                       7
<PAGE>

         2.12 Tax Status. Each Stockholder understands and acknowledges that the
qualification of the Merger as a reorganization under Section 368 of the Code is
dependent on a number of factors  outside the control of  NetObjects,  including
without  limitation,  actions  taken after the Closing by such  Stockholder  and
other Stockholders,  and that, subject to Section 7.12,  NetObjects will have no
responsibility  with  respect  to any  such  matter  and is  not  assuring  such
Stockholder that such qualification will be achieved.  Each Stockholder confirms
that he, she or it has relied upon his, her or its own tax  counsel,  and not on
NetObjects  or  any   representative   of  NetObjects,   with  respect  to  such
qualification.

Section 3 Business  Representations  and Warranties of the  Stockholders and the
          Company

         The  Stockholders  and the Company  represent and warrant to NetObjects
that, on and as of the date hereof:

         3.1 Subsidiaries, Etc. Except as set forth in Schedule 3.1, the Company
has does not  beneficially own any equity or debt interest (except as a creditor
in the ordinary course of business), direct or indirect, in any Person.

         3.2 Financial Statements, Etc.

         (a)  Financial  Statements.  Schedule  3.2(a)  contains  copies  of the
unaudited  balance sheets and statements of operations and retained earnings and
of cash  flows for the  Company at and for the  period  ended May 31,  2000 (the
"Interim  Statements").  The Interim  Statements fairly present the consolidated
financial  condition of the Company at the dates indicated and the  consolidated
results  of  operations  for the  periods  indicated  in  accordance  with  GAAP
consistently  applied throughout the periods indicated (except as stated therein
and, in the case of the Interim  Statements,  for the absence of  statements  of
retained  earnings and cash flows and footnotes  and subject to normal  year-end
adjustments).

         (b) Absence of Certain  Liabilities.  The Company has no  liability  or
obligation of any nature,  whether absolute,  accrued,  contingent or otherwise,
arising  out  of  acts  or  omissions  heretofore  occurring,  or  circumstances
currently or  heretofore  existing,  except:  (i) as expressly set forth in this
Agreement  (including without limitation  disclosures in Schedule 3.2(b) and any
other  Schedules  hereto);  (ii) as accrued in the balance sheet included in the
Financial  Statements;  (iii) for liabilities and obligations incurred since May
31, 2000 in the ordinary course of business consistent in nature and amount with
past practice; and (iv) liabilities and obligations of a kind not required to be
accrued in a balance sheet at the date hereof  prepared in accordance  with GAAP
which  individually  (or in the aggregate for related  matters) will not subject
the Company to Damages in excess of $50,000.

         (c) Absence of Certain Changes. Since May 31, 2000, except as set forth
in Schedule 3.2(c):

                  (i) The  Company has  operated  its  business in the  ordinary
         course.

                  (ii) There has been no material  adverse change in the assets,
         business,  liabilities,  financial condition,  results of operations or
         customer base of the Company.

                                       8
<PAGE>

                  (iii)   There  has  not  been  any  damage,   destruction   or
         condemnation  known to the Company with  respect to Property  having an
         aggregate net book value on the  Company's  books in excess of $50,000,
         net of any insurance recoveries.

                  (iv) There has not been any material  change in the accounting
         methods, practices or principles of the Company.

                  (v)  The  Company  has  not  sold,  transferred  or  otherwise
         disposed of (or agreed or  committed  to sell,  transfer  or  otherwise
         dispose  of) any  Property  other  than  the sale of  inventory  in the
         ordinary  course,  or canceled,  compromised,  released or assigned any
         debt or claim in its favor,  where the aggregate  amount of such sales,
         transfers,  dispositions,   cancellations,   compromises,  releases  or
         assignments exceeds $50,000.

                  (vi) The  Company  has not  instituted,  settled  or agreed to
         settle any  litigation,  action or proceeding  before any  Governmental
         Agency.

                  (vii) The Company  has not  assumed,  guaranteed,  endorsed or
         otherwise   become   responsible   (or   otherwise   agreed  to  become
         responsible)  for the  obligations of any other Person,  except for the
         endorsement  of  negotiable  instruments  in  the  ordinary  course  of
         business.

                  (viii) The Company has not granted (or agreed or  committed to
         grant) any  increase  in  compensation  or fringe  benefits  other than
         normal salary increases consistent with prior periods.

         3.3 Taxes.

         (a) The Company has filed no federal or state income or  franchise  Tax
returns.  The Company has filed, within the time and in the manner prescribed by
law, all Tax returns and other documents  required to be filed in respect of all
Taxes,  and all such returns and other documents are true,  correct and complete
in all material  respects.  The Company  has,  within the time and in the manner
prescribed  by law,  paid all Taxes that are due and  payable.  The  Company has
established reserves on its books that are adequate for the payment of all Taxes
not yet due and payable.

         (b) (i) None of such  returns  contained a disclosure  statement  under
         Section 6662 of the Code or any similar provision of foreign law;

                  (ii) The  Company  has not  received  written  notice from any
         federal or foreign taxing  authority  asserting any deficiency  against
         the Company or any claim for additional Taxes in connection  therewith,
         other than any deficiency or claim which has been previously settled or
         for which appropriate reserves are included in the Interim Statements;

                  (iii) To the  knowledge  of the  Company,  there is no pending
         action,  audit,   proceeding  or  investigation  with  respect  to  the
         assessment  or  collection  of federal or foreign  Taxes or a claim for
         refund made by the  Company  with  respect to federal or foreign  Taxes
         previously paid;

                  (iv) All amounts that are required to be collected or withheld
         by the Company with respect to federal or foreign  Taxes have been duly
         collected  or  withheld,  and all such



                                       9
<PAGE>

         amounts  that are  required  to be  remitted  to any federal or foreign
         taxing authority have been duly remitted;

                  (v) No audit has been  conducted  of any  federal  or  foreign
         income tax return filed by the Company;

                  (vi)  The  Company  has not  requested  nor been  granted  any
         currently  effective  waiver or extension of any statute of limitations
         with respect to the  assessment or filing of any federal or foreign Tax
         or return with respect thereto;

                  (vii) No consent  has been filed under  Section  341(f) of the
         Code with respect to the Company;

                  (viii) The  Company is not  required  to include in income any
         adjustment   pursuant  to  Section  481(a)  of  the  Code  (or  similar
         provisions  of foreign  laws or  regulations)  by reason of a change in
         accounting  method nor does the  Company  have any  knowledge  that the
         Internal Revenue Service (or other federal or foreign taxing authority)
         has proposed, or is considering, any such change in accounting method;

                  (ix) The Company is not a party to any agreement,  contract or
         arrangement  in the  nature  of a  tax-sharing  agreement,  whether  in
         writing or otherwise. No consent has been filed under Section 341(f) of
         the Code with  respect to the  Company.  The Company is not required to
         include in income any adjustment pursuant to Section 481(a) of the Code
         (or similar  provisions of other law or  regulations) in its current or
         in any future taxable period by reason or a change in accounting method
         nor does the Company have any  knowledge  that the IRS (or other taxing
         authority)  has  proposed,  or  is  considering,  any  such  change  in
         accounting  method.  The  Company  is not a  party  to  any  agreement,
         contract or arrangement that would result in the payment of any "excess
         parachute  payment" within the meaning of Section 280G of the Code. The
         disclosure  provided  to the  Company  in  respect  of each  and  every
         transaction  to be  consummated  in  connection  with  this  Agreement,
         whether  performed  prior  to, at or  following  the  Closing,  and the
         resolutions  adopted after review of the  foregoing,  are sufficient to
         comply with the  provisions  of Section  280G of the Code (and both its
         adopted and proposed  Treasury  Regulations) that allow for approval by
         appropriate  persons and exemption  from the provisions of Section 280G
         of the Code of transactions  that might otherwise result in the payment
         of any "excess parachute payment" within the meaning of Section 280G of
         the Code; and

                  (x) The Company and its stockholders made a valid election for
         the  Company  to be an S  Corporation,  within  the  meaning of Section
         1361(a)(1) of the Code, for its calendar year beginning  March 2, 2000,
         and said election has not been  terminated or revoked at any time,  and
         will not be terminated or revoked at Closing, provided that the Company
         makes  no   representation   or  warranty   with  respect  to  the  tax
         consequences of the transactions  contemplated in this Agreement or the
         other Transaction Agreements.

         3.4 Title to Properties.

         (a) The Company owns no real Property.

                                       10
<PAGE>

         (b) Schedule  3.4(b) is a true and complete  summary based on the books
and  records  of the  Company  of all items of  personal  Property  owned by the
Company with a net book value in excess of $5,000 per item.

         (c) Except as set forth in Schedule 3.4(c),  the Company has good title
to all of its Properties, in each case free and clear of all Third-Party Rights.

         (d) The Company owns all material items of  non-inventory  tangible and
intangible personal Property used in generating the revenue shown in the Interim
Statement  of the Company  previously  delivered to  NetObjects,  subject to any
sales or  dispositions of tangible  personal  Property since May 31, 2000 in the
ordinary course of business.

         3.5 Inventories. The Company has no inventory.

         3.6 Accounts Receivable. The Company has no accounts receivable.

         3.7 Leases,  Etc.  Schedule  3.7 lists all leases,  rental  agreements,
conditional  sales contracts and other similar Contracts under which the Company
leases (as lessor or lessee) any real or personal  Property with rental payments
exceeding  $5,000  per  year  (collectively,   the  "Disclosable  Leases").  All
Disclosable Leases are, in all material  respects,  valid and enforceable by the
Company  in  accordance  with their  terms.  Neither  the  Company  nor,  to the
knowledge  of the  Company,  any  other  party  to any  Disclosable  Lease is in
material breach  thereof.  The Company enjoys  peaceable  possession of all real
estate premises subject to Disclosable  Leases to which it is a party and to all
personal Property subject to Disclosable Leases to which it is a party.

         3.8  Facilities,  Equipment.  The Company  owns or leases all  material
land, buildings and equipment used in the operation of its business. The Company
has not received any notice of any material  violation of any Legal  Requirement
or Order by the  Company's  facilities  which  has not  been  corrected,  and no
facility of the Company is in material  violation  of any Legal  Requirement  or
Order.

         3.9 Insurance. Schedule 3.9 lists and describes briefly all binders and
policies of liability, theft, life, fire and other forms of insurance and surety
bonds, insuring the Company or any of its Properties,  assets and business as of
the date  hereof.  Except as noted in  Schedule  3.9,  all listed  policies  and
binders insure on an occurrence,  rather than  claims-made,  basis. All policies
and binders  listed in Schedule  3.9 are valid and in good  standing and in full
force and effect and the premiums have been paid when due. Except for any claims
set forth in Schedule  3.9,  there are no  outstanding  unpaid claims under such
policy or binder,  and, except as set forth in Schedule 3.9, the Company has not
received  any  notice  of  cancellation,  general  disclaimer  of  liability  or
non-renewal of any such policy or binder.

         3.10 Employment and Benefit Matters.

         (a) Schedule  3.10(a)  lists each of the following for each employee of
the  Company:  name,  hire date,  current  salary  and  currently  held  options
(including  the  vesting  schedule  applicable  to  such  options).  None of the
employees  listed on Schedule 3.10(a) has given the Company notice of his or her
intention to resign his or her position  with the Company and the Company has no
present intention to terminate such employees.

                                       11
<PAGE>

         (b)  Schedule  3.10(b)  lists  all of the  following  items  which  are
applicable to the Company: (i) employment  Contracts with any employee,  officer
or director;  and (ii) Contracts or arrangements  with any Person  providing for
bonuses,  profit sharing payments,  deferred compensation,  stock options, stock
purchase rights, retainer,  consulting,  incentive,  severance pay or retirement
benefits,  life,  medical or other insurance,  payments triggered by a change in
control or any other employee benefits or any other payments,  "fringe benefits"
or perquisites which are not terminable at will without liability to the Company
or which are subject to ERISA. The contracts or arrangements  referred to in the
foregoing clause (ii) are herein called "Benefit Plans."

         (c) The  Company  has no Benefit  Plans  subject to ERISA;  all Benefit
Plans subject to ERISA are provided by Execustaff, Inc., a professional employer
organization with whom the Company contracts to provide human resources staffing
and to provide benefits to Company employees.

         3.11  Contracts.  Except as shown on Schedules 3.7 and 3.11, and except
for Contracts  fully  performed or  terminable at will without  liability to the
Company,  the Company is not a party to any  Contract  that affects the Company,
its business,  Properties,  assets,  operations or financial condition and which
contemplates  performance by the Company during a remaining  period of more than
one year (90 days in the case of any purchase  Contract)  or involves  remaining
commitments  for sale or purchase in excess of $5,000.  True and complete copies
of each Contract  disclosable on Schedule 3.11 (a  "Disclosable  Contract") have
been  delivered to  NetObjects.  Each  Disclosable  Contract is, in all material
respects,  valid and  enforceable  by the Company in accordance  with its terms.
Neither the Company nor, to the knowledge of the Company, any other party to any
Disclosable Contract is in material breach thereof.

         3.12 Officers and Directors,  Etc. Schedule 3.12 is a true and complete
list of:

         (a) the names  and  addresses  of each of the  Company's  officers  and
directors;

         (b) the name of each bank or other  financial  institution in which the
Company has an account, deposit or safe deposit box and the names of all persons
authorized to draw thereon or to have access thereto; and

         (c) the name of each bank or other  financial  institution in which the
Company has a line of credit or other loan facility.

         3.13 Corporate  Documents.  The Company has furnished or made available
to NetObjects or its  representatives  true,  correct and complete copies of (i)
the articles or certificate of incorporation and bylaws of the Company, (ii) the
minute books of the Company  containing all records  required to be set forth of
all proceedings, consents, actions and meetings of the stockholders and board of
directors of the Company;  (iii) all material Permits and Orders with respect to
the Company and (iv) the stock transfer  books of the Company  setting forth all
transfers of any capital stock.

         3.14  Legal  Proceedings.  There  is no  action,  suit,  proceeding  or
investigation  pending in any court or before any arbitrator or before or by any
Governmental  Agency  against the Company or any of its  Properties or business,
and to the knowledge of the Company,  there is no such action, suit,  proceeding
or investigation threatened.

                                       12
<PAGE>

         3.15 Compliance with Instruments,  Orders and Legal  Requirements.  The
Company is not in material  violation of, or in default in any material  respect
with  respect  to, any term or  provision  of its  articles  or  certificate  of
incorporation or bylaws,  or, to the knowledge of the Company,  any Order or any
Legal Requirement applicable to the Company.

         3.16 Permits.  The Company holds all Permits material to the conduct of
its business as and where now conducted.  To the knowledge of the Company, there
is not pending nor threatened any  proceedings  to terminate,  revoke,  limit or
impair any material Permit.

         3.17     Intellectual Property.

         (a)  Schedule  3.17(a)  sets  forth  a true  and  complete  list of all
patents,  patent  applications,  trademarks,  trade  names,  service  marks  and
registered copyrights and applications  therefor, if any, owned or claimed by or
licensed to the Company.  Except as set forth on Schedule  3.17(a),  the Company
owns or is licensed or otherwise has the right to use, without future payment to
any other Person, all patents, patent applications,  patent rights,  trademarks,
trademark  registrations,   trademark  applications,  licenses,  service  marks,
business marks, trade names, brand names,  copyright  registrations,  copyrights
(including those in computer programs,  software,  including all source code and
object   code,   development   documentation,   programming   tools,   drawings,
specifications  and  data),  designs,  trade  secrets,  technology,  inventions,
discoveries and improvements, know-how, proprietary rights, formulae, processes,
software,  data, methods,  technical  information,  confidential and proprietary
information and all other intellectual property rights whether or not subject to
statutory  registration  or  protection,  and  licenses  to  any  or  all of the
foregoing (collectively,  the "Intellectual Property"), used in or necessary for
the  conduct of its  business  as  presently  conducted  and as  proposed  to be
conducted by the Company,  free and clear of any  Third-Party  Right.  Except as
otherwise  indicated  on Schedule  3.17(a),  all patents,  patent  applications,
trademarks,  trade names,  service marks and copyrights of the Company have been
duly registered and filed with or issued by each appropriate Governmental Agency
in the jurisdictions  indicated in Schedule 3.17(a), all necessary affidavits of
use or continuing use have been filed,  and all necessary  maintenance fees have
been paid to continue all such rights in effect. Except as disclosed in Schedule
3.17(a),  the conduct of the Company's  business,  as presently conducted and as
proposed to be  conducted by the Company,  does not  violate,  conflict  with or
infringe any Contract  (other than any Minor  Contract)  between the Company and
any Person or any Contract (other than any Minor Contract),  license (other than
any Minor  License) or, to the  knowledge of the  Company,  any Minor  Contract,
Minor License or other  Intellectual  Property rights or  proprietary,  privacy,
publicity or similar rights, of any other Person.  Except as otherwise indicated
on Schedule  3.17(a),  the Company  does not have any notice or knowledge of any
objection or claim being  asserted by any Person with respect to the  ownership,
validity,  enforceability  or use of any  Intellectual  Property or any names or
slogans  embodying  business or product  goodwill (or both),  or  challenging or
questioning the validity or effectiveness of any license relating thereto. There
are no unresolved  conflicts  with, or pending claims by or against the Company,
whether in Litigation or otherwise,  involving any Intellectual  Property or any
names or slogans embodying business or product goodwill (or both), and there are
no Liens or rights of any other  Person with  respect to  Intellectual  Property
that would  prevent the  Company  from  fulfilling  its  obligations  under this
Agreement.

         (b)  Schedule  3.17(b)  sets  forth  a true  and  complete  list of all
material options, rights (including marketing rights),  licenses or interests of
any kind  relating  to  Intellectual  Property  granted to the  Company  and all
material options, rights (including marketing rights),  licenses or interests of
any kind  relating  to  Intellectual  Property  of the  Company or any  portions
thereof,  granted by the


                                       13
<PAGE>

Company to any other Person. To the knowledge of the Company,  no such Person is
in breach of or default under its obligations.

         (c) All software, other than generally available software (such as Word
for Windows,  Excel,  WordPerfect and the like) and generally  available  system
development  tools,  that is either  marketed to  customers  of the Company as a
program  or as  part of a  service  or is used by the  Company  to  support  its
business:

                  (i) is owned by the  Company or the  Company  has the right to
         use,  modify,  copy, sell,  distribute,  sublicense and make derivative
         works free and clear of any limitations or  encumbrances  except as may
         be set forth in any license agreement listed in Schedule 3.17(b); and

                  (ii) is free  from  any  interest  of any  former  or  present
         employees of, or contractors or consultants to, the Company.

         (d) Except as disclosed in Schedule 3.17(a), the execution and delivery
of this  Agreement,  compliance  with  its  terms  and the  consummation  of the
transactions contemplated hereby do not and will not conflict with, or result in
any violation or breach of, or default (with or without  notice or lapse of time
or both) or give rise to any right,  license or Lien  relating  to any  material
Intellectual  Property owned by the Company or with respect to which the Company
now has or has had any Contract (to the knowledge of the Company, in the case of
any Minor Contract or Minor License) with any Person,  or right of  termination,
cancellation  or  acceleration  of any material  Intellectual  Property right or
obligation  set forth in any Contracts (to the knowledge of the Company,  in the
case of any Minor Contract or Minor License) to which the Company is a party, or
the loss or  encumbrance  of any  material  Intellectual  Property  or  material
benefit  related  thereto,  or result in or require the creation,  imposition or
extension  of any  Lien  upon any  material  Intellectual  Property  or right or
otherwise impair the Company's right to use any material  Intellectual  Property
of the Company in the same  manner as such  Intellectual  Property is  currently
being used by the Company or the customers of the Company.

         (e) To the extent third party  software is marketed to customers of the
Company  together with the Intellectual  Property of the Company,  (i) the third
party rights have been identified (or the Contracts and the specific third party
software have been listed) on Schedule 3.17(b), (ii) all necessary licenses have
been obtained and are being complied with and (iii) no royalties or payments are
due (or such royalties and payments are identified on Schedule 3.17(e)).

         (f) None of the trade  secrets (as defined in the Uniform Trade Secrets
Act) of the Company has been  published or  disclosed by the Company,  or to the
knowledge of the Company by any other Person,  to any Person except  pursuant to
licenses or Contracts  requiring  such other  Persons to keep such trade secrets
confidential.

         (g) Except as disclosed in Schedule 3.17(b), the Company is not, and to
the  knowledge of the Company,  no other party to any licensing or other similar
arrangements with the Company relating to any Intellectual  Property (other than
Minor Licenses of freeware,  shareware or opensource) is in breach of or default
under its material  obligations under such arrangements.  Except as disclosed in
Schedule  3.17(b),  to the  knowledge of the  Company,  neither it nor any other
party to a Minor License of freeware, shareware or opensource is in breach of or
default  under its  material  obligations  under  such  arrangements.  Except as
disclosed in Schedule  3.17(b),  the Company is not,



                                       14
<PAGE>

and to the knowledge of the Company,  no other party to any  distributorship  or
other  similar   arrangements   with  the  Company   relating  to  any  material
Intellectual Property is, in breach of or default under its material obligations
under such arrangements.

         (h) Except as set forth in Schedule 3.17(a), there exists no litigation
pending or, to the  Company's  knowledge,  threatened  against the Company  with
regard to any patent, copyright,  trade secret,  trademark,  trade name, service
mark or other  Intellectual  Property.  There  is no  outstanding  order,  writ,
injunction, decree, judgment or stipulation by or with any court, administrative
agency  or  arbitration  panel  regarding  patent,   copyright,   trade  secret,
trademark, trade name or other claims relating to Intellectual Property by which
the Company is bound.

         (i) Except as disclosed in Schedule  3.17(a) or Schedule  3.17(i),  the
Company has not received any  communications  alleging the Company has infringed
or violated or, by conducting its  businesses as proposed by the Company,  would
infringe or violate any of the patents, trademarks,  service marks, trade names,
copyrights,  trade  secrets  or other  proprietary  rights,  processes  or other
Intellectual Property of any other Person.

         (j) Except as disclosed in Schedule  3.17(j),  to the  knowledge of the
Company,  no Person is  infringing  on or otherwise  violating  any right of the
Company with respect to any  Intellectual  Property  owned by or licensed to the
Company.

         (k) The Company has taken reasonable and necessary steps to protect the
Intellectual  Property of third parties received by the Company under obligation
of  confidentiality  and its  material  Intellectual  Property  and  its  rights
thereunder, and to the knowledge of the Company no such rights have been lost or
are in jeopardy of being lost through  failure to act by the Company.  Except as
disclosed in Schedule 3.17(k),  all current and former employees of the Company,
and all current and former  independent  contractors  of the Company  furnishing
services  related to software and data, have signed  confidentiality/proprietary
rights  agreements  substantially  in the form  attached  as  Schedule  3.17(k).
Schedule  3.17(k) lists all current and former  independent  contractors  of the
Company furnishing services related to software and data.

         (l) Except as disclosed in Schedule 3.17(l), no licenses or rights have
been granted to  distribute  or use the source code of, or to create  Derivative
Works  (as  hereinafter   defined)  or,  any  product  currently   marketed  by,
commercially  available  from or under  development by the Company for which the
Company possesses the source code. As used herein,  "Derivative Work" shall mean
a work that is based upon one or more  preexisting  works,  such as a  revision,
enhancement, modification, abridgment, condensation, expansion or any other form
in which such  preexisting  works may be recast,  transformed  or  adapted,  and
which, if prepared  without  authorization of the owner of the copyright in such
preexisting  work,  would  constitute  a copyright  infringement.  For  purposes
hereof, a Derivative Work shall also include any compilation  that  incorporates
such a  preexisting  work as well as  translations  from one human  language  to
another and from one type of code to another.

         (m) Except as  disclosed  in  Schedule  3.17(m),  the  Company  has not
assigned,  sold or  otherwise  transferred  ownership of or the right to use any
patent, patent application, trademark or service mark.

         (n) Neither the Company nor any of its officers  nor, to the  knowledge
of the  Company,  any  of  its  employees  has  any  patents  issued  or  patent
applications pending for any device, process,


                                       15
<PAGE>

method, design or invention of any kind now used or needed by the Company in the
furtherance of its business  operations as presently conducted or as proposed to
be  conducted  by the  Company,  which  patents  or  applications  have not been
assigned to the Company with such  assignment duly recorded in the United States
Patent Office or with the applicable foreign Governmental Agency.

         (o) Without  limiting the generality of this Section 3.17, the software
and related licenses  referred to herein shall include  freeware,  shareware and
opensource.

         3.18  Capital  Expenditures.  Schedule  3.18 sets forth,  by nature and
amount,  all budgeted capital  expenditures of the Company for which commitments
have been made, or for which payments or current  liabilities  have been made or
incurred, in excess of $5,000.

         3.19 Environmental  Matters. To the knowledge of the Company, there are
no Hazardous  Materials  used or present at any location  used by the Company in
the conduct of the  Business,  except for any Hazardous  Materials  constituting
normal office supplies.  To the knowledge of the Company,  no location currently
or previously used by the Company is contaminated by any Hazardous Material, and
no event has  occurred  and no activity  has been or is being  conducted  by the
Company which has resulted or could  reasonably  result in  contamination of any
location currently or previously used by the Company by any Hazardous  Material.
To the  knowledge  of the  Company,  no  Government  Agency  has  commenced  any
investigation  or proceeding with respect to the  contamination  of any location
currently or previously used by the Company by any Hazardous Material.

         3.20 Illegal Payments.  To the best knowledge the Company,  none of the
Company  or any  director,  officer,  employee,  or  agent of the  Company  has,
directly or indirectly,  paid or delivered any fee, commission,  or other sum of
money or item of property however  characterized to any broker,  finder,  agent,
government official, or other person, in the United States or any other country,
in any manner  related to the business or operations  of the Company,  which the
Company or any such director, officer, employee, or agent knows or has reason to
believe to have been illegal under any law.

         3.21 Confidentiality  Obligations.  The Company is not in possession of
any information,  documents or materials under an obligation of  confidentiality
or use to any other  Person  other  than  pursuant  to a Contract  described  in
Schedule  3.11.  The conduct of the  Business as  presently  conducted  does not
violate or conflict with the obligation of  confidentiality  or use to any other
Person.

         3.22  Representations.  No representation or warranty by the Company in
this Agreement, or in any Schedule, Exhibit or document furnished by the Company
at the Closing  pursuant hereto contains any untrue statement of a material fact
or omits to state a fact necessary to make the statements  contained  herein and
therein not misleading.

Section 4 Representations and Warranties of NetObjects

         NetObjects  hereby  represents and warrants to the Stockholders and the
Company that, on and as of the date hereof:

         4.1  Organization,   Standing,   Etc.  of  NetObjects  and  Subsidiary.
NetObjects  is a  corporation  duly  organized,  validly  existing  and in  good
standing  under the laws of the State of

                                       16
<PAGE>

Delaware.  Subsidiary is a corporation  duly organized,  validly existing and in
good standing under the laws of the State of Delaware, and duly qualified and in
good standing under the laws of California and has all requisite corporate power
and  authority  to own,  lease and  operate  its  Properties  and to conduct its
Business as currently  conducted.  NetObjects and Subsidiary have full power and
authority  under  applicable  corporate  law to own,  lease  and  operate  their
Properties and to carry on the business in which they are engaged.

         4.2  Authority;  Enforceability.  NetObjects  and  Subsidiary  have all
necessary power and authority under applicable corporate law to execute, deliver
and perform their obligations under this Agreement. The execution,  delivery and
performance  of this  Agreement  by  NetObjects  and  Subsidiary  has been  duly
authorized  by  all  necessary  action  under  applicable  corporate  law.  This
Agreement  is  legally  binding  on  and  enforceable   against  NetObjects  and
Subsidiary in accordance with its terms. The execution, delivery and performance
of  this  Agreement  by  NetObjects  and  Subsidiary  and  the  consummation  by
NetObjects and Subsidiary of all of the transactions contemplated hereby, (x) do
not require any Third-Party  Action relating to NetObjects or Subsidiary  except
those listed on Schedule 4.2, (y) do not violate any Legal  Requirement or Order
applicable  to  NetObjects  or  Subsidiary  and  (z) do  not  conflict  with  or
constitute  a default  (with or without  the giving of notice or the  passage of
time or both) under,  or result in any  acceleration or right of acceleration of
any  obligations  under,  any Contract to which  NetObjects  or  Subsidiary is a
party,  where,  in each case,  the  absence of such  Third-Party  Action or such
violation,  conflict,  default or acceleration would in any way adversely affect
the transactions contemplated hereby.

         4.3 SEC  Information.  As of their  respective  filing dates (except as
thereafter  amended) all documents  that  NetObjects has filed with the SEC (the
"NetObjects  SEC  Documents")  have  complied in all material  respects with the
applicable  requirements  of the  Act or  the  Exchange  Act,  and  none  of the
NetObjects  SEC Documents has contained any untrue  statement of a material fact
or omitted to state a material fact  required to be stated  therein or necessary
in order to make the  statements  made  therein,  in light of the  circumstances
under which they were made, not misleading  except to the extent  corrected by a
subsequently filed NetObjects SEC Document filed prior to the date hereof.

         4.4  Litigation.   There  are  no  claims,   actions,  suits  or  other
proceedings pending, or to the knowledge of NetObjects, threatened, at law or in
equity,  by  or  before  any  Governmental  Agency  or  any  arbitrator  against
NetObjects  which could  reasonably be expected to have an adverse effect on the
ability of NetObjects to perform its obligations under this Agreement.

         4.5 Material  Adverse  Change.  No  violation or other matter  having a
material  adverse  affect  on  in  NetObjects's  business,   condition,  assets,
liabilities,  operations,  financial performance or prospects has occurred since
NetObjects's last SEC report.

Section 5 Conditions to Obligations of NetObjects at Closing

         The obligations of NetObjects  hereunder to be performed at the Closing
are  subject to the  satisfaction  at or prior to the  Closing of the  following
conditions,  except  for any  condition  NetObjects  may  waive  in  writing  in
accordance with Section 8.3.

         5.1 Representations and Warranties.  The representations and warranties
contained in Sections 2 and 3 shall have been true in all  material  respects on
the date of this Agreement and shall


                                       17
<PAGE>

be true in all material  respects at and as of immediately  prior to the Closing
with  the same  effect  as  though  made at and as of  immediately  prior to the
Closing.

         5.2 Performance.  The Stockholders and the Company shall have performed
and complied in all material  respects with all covenants  required herein to be
performed or complied with by them or it on or before the Closing.

         5.3 Third-Party  Action.  All  Third-Party  Action required in order to
consummate the Closing on the terms hereof.

         5.4 Opinion of Counsel.  NetObjects  shall have received from Hopkins &
Carley,  counsel to the Company,  an opinion  dated the date of the Closing,  in
form and substance substantially as set forth in Exhibit F.

         5.5 Transactional  Litigation. No action, suit or proceeding before any
Governmental  Agency  shall have been  commenced,  and no  investigation  by any
Governmental Agency shall have been commenced or overtly threatened, against the
Company,  NetObjects,   Subsidiary,  or  any  of  their  respective  principals,
officers,  directors or shareholders seeking to restrain,  prevent or change the
transactions  contemplated hereby or questioning the validity or legality of any
of  such  transactions  or  seeking  damages  in  connection  with  any of  such
transactions.

         5.6  Interim  Events.  None of the  events  listed in  Sections  7.9(a)
through (h) shall have occurred without NetObject's written consent.

         5.7 Management  Changes.  No change in the directors or officers of the
Company  or any  employees  of the  Company  listed on  Schedule  5.8 shall have
occurred from May 26, 2000.

         5.8 Releases.  The  Stockholders,  the directors and officers,  and all
other  holders of Common  Shares and  options or other  Stock  Rights to acquire
Common  Shares of the Company  shall have entered into  releases in favor of the
Company in the form attached as Exhibit C.

         5.9 Exercise of Options.  Russell Sarmiento shall have exercised all of
his vested options to purchase shares of Common Stock of the Company.

         5.10  Noncompetition  Agreements.  Each of the Stockholders and Russell
Sarmiento  shall have entered into a  Noncompetition  Agreement with  NetObjects
substantially in the form attached as Exhibit D.

         5.11 Employment Agreements.  Key employees of the Company designated by
NetObjects  shall have entered into  employment  agreements  with  NetObjects in
forms satisfactory to NetObjects.

         5.12  Corporate  and  Other   Proceedings.   All  corporate  and  other
proceedings on the part of the Company and the  Stockholders  in connection with
the  transactions  to be  consummated  at the  Closing,  and all  documents  and
instruments incident to such transactions,  shall be reasonably  satisfactory in
substance and form to NetObjects.

         5.13 Appraisal Rights. Each Stockholder and all other holders of Common
Shares and options or other rights to acquire Common Shares of the Company shall
have voted to approve or  consented  to the  Merger,  shall not have  elected to
exercise any appraisal  rights  pursuant to Section


                                       18
<PAGE>

262 of the  Delaware  General  Corporation  Law,  and shall  have  executed  and
delivered to NetObjects the Stockholder Investment Representations and Waiver of
Appraisal Rights attached hereto as Exhibit J.

         5.14 Confirmation  Agreement and Assignment of Rights. Each current and
former  Company  employee or  consultant  to the Company shall have executed and
delivered to NetObjects a Confirmation Agreement and Assignment of Rights in the
form attached as Exhibit E.

Section 6 Conditions to Stockholders' and Company's Obligations at Closing

         The  obligations of the  Stockholders  and the Company  hereunder to be
performed  at the  Closing are  subject to the  satisfaction  at or prior to the
Closing of the following conditions, except for any condition the Holders' Agent
may waive in accordance with Section 8.3.

         6.1 Representations and Warranties.  The representations and warranties
of  NetObjects  contained  in  Section 4 shall  have  been true in all  material
respects  on the  date of  this  Agreement  and  shall  be true in all  material
respects at and as of  immediately  prior to the Closing with the same effect as
though made at and as of immediately prior to the Closing.

         6.2  Performance.  NetObjects  shall have performed and complied in all
material respects with all covenants required herein to be performed or complied
with by NetObjects on or before the Closing.

         6.3 Third-Party  Action.  All  Third-Party  Action required in order to
consummate the Closing on the terms hereof,  other than any the absence of which
in  the  aggregate  would  not  have  a  material  effect  on  the  transactions
contemplated hereby, shall have been taken.

         6.4 Opinion of Counsel.  The  Stockholders  and the Company  shall have
received at the Closing from McCutchen,  Doyle, Brown & Enersen, LLP, counsel to
NetObjects and Subsidiary, an opinion dated the date of the Closing, in form and
substance substantially as set forth in Exhibit G.

         6.5 Transactional  Litigation. No action, suit or proceeding before any
Governmental  Agency  shall have been  commenced,  and no  investigation  by any
Governmental Agency shall have been commenced or overtly threatened, against the
Company, NetObjects, Subsidiary or any of their respective principals, officers,
directors  or   stockholders   seeking  to  restrain,   prevent  or  change  the
transactions  contemplated hereby or questioning the validity or legality of any
of  such  transactions  or  seeking  damages  in  connection  with  any of  such
transactions.

         6.6 Additional  Options.  NetObjects  shall have  authorized and issued
options to purchase  200,000  shares of NetObjects  Stock,  to be granted at the
Merger Effective Time to such employees of the Company and in such allocation as
is mutually  agreed by  NetObjects  and the Company.  The options  shall have an
exercise price equal to the fair market value at the Merger  Effective Time, and
will vest over four  years as  follows:  1/4 of the  options  shall  vest at the
one-year anniversary of the Merger Effective Time, and 1/48 of the options shall
vest on the last  day of each  successive  month;  provided,  however,  that any
employee holding such options must be continuously employed by NetObjects or the
Subsidiary  from the Merger  Effective  Time through the date of vesting for any
option.

                                       19
<PAGE>

         6.7   Corporate  and  Other   Proceedings.   All  corporate  and  other
proceedings  on the part of NetObjects  and  Subsidiary  in connection  with the
transactions to be consummated at the Closing, and all documents and instruments
incident to such transactions, shall be reasonably satisfactory in substance and
form to the Company.

Section 7 Covenants of the Stockholders, the Company, Subsidiary and NetObjects

         7.1 Non-Disclosure. Each party agrees not to divulge or communicate, or
use for any purpose other than evaluating this transaction or exercising  rights
as a party hereto, any information or materials  concerning this Agreement,  the
negotiation between the parties hereto and the transactions contemplated hereby,
except to the extent that such information (w) is or hereafter  becomes lawfully
obtainable from other sources, (x) is required to be disclosed to a Governmental
Agency having  jurisdiction  over the party or its Affiliates,  (y) is otherwise
required  by law to be  disclosed  or (z) is  disclosed  following  a waiver  in
writing  from the other  parties.  Promptly  after the  Merger  Effective  Time,
NetObjects  and the  Company  will  issue a  mutually  agreeable  press  release
concerning the transactions  contemplated hereby. The parties also hereby ratify
and confirm the provisions of paragraphs 12 and 14 of the Letter of Intent dated
May 26, 2000, by and among NetObjects,  the Company,  Arun Anantharaman and Jeet
Kaul,  both in their  capacities as directors and as stockholders of the Company
which shall continue in effect until the Merger Effective Time.

         7.2 Survival of Representations and Warranties; Indemnification.

         (a) Survival.  All representations and warranties made under Section 2,
3 or 4 shall survive the Closing and any  investigation  with respect thereto by
an  authorized  party until the Last Escrow Claim Date.  Following  the Closing,
however,  the Company shall have no liability with respect to any representation
or warranty and shall not be subject to any  contribution,  indemnity or similar
claims with respect thereto by any Stockholder or any other Person.

         (b)  Representations  and  Warranties in Section 3. In the event of any
misrepresentation  or breach of  warranty  in  Section 2 or  Section 3 (it being
agreed  that  for   purposes  of   determining   the   existence   of  any  such
misrepresentation,  all such  representations,  warranties  or  covenants of the
Stockholders  and the Company that are  qualified as to  materiality  or as to a
specified  threshold or minimum amounts shall be deemed to be not so qualified),
NetObjects shall be entitled to recover the related  Recoverable Amount from the
Escrow Account,  provided that NetObjects gives notice of such misrepresentation
or breach  in  accordance  with the  Escrow  Agreement,  in  reasonable  detail,
specifying the amount of the claim,  on or before 5:00 p.m.  Pacific Time on the
Last Escrow Claim Date, it being  understood that no recovery may be had against
the Escrow  Account with respect to any claim which is not the subject of such a
notice given by such time.

         "Recoverable  Amount" means Damages, if any,  proximately  resulting to
NetObjects on account of any misrepresentation,  breach of warranty or breach of
covenant.

         The  Company,  the  Stockholders,  any  Affiliate of the Company or any
Affiliate of the Stockholders  shall not have any liability or obligation of any
kind to  NetObjects,  or any  other  Person  on  account  of the  breach  of any
representation  or warranty  made in Section 3, except as stated in this Section
7.2.  The  sole  recourse  of  NetObjects  on  account  of  the  breach  of  any
representation  or  warranty  made in  Section  3 shall be with  respect  to the
property in the Escrow Account.



                                       20
<PAGE>

Notwithstanding  the foregoing,  any liability or obligation  resulting from the
knowing  personal  fraud of an  individual  shall not be  subject  to any of the
limitations or thresholds stated in this Section 7.2(b).

         (c) Pre-Closing Taxes.  NetObjects shall be entitled to recover against
the Escrow  Account for Damages to it resulting  from the failure of the Company
to pay Taxes payable, or accruing under GAAP, on or before the Closing.

         (d)   Limitations.   Nothing  in  this  Section  7.2  shall  limit  the
indemnification available to NetObjects and the Stockholders under Sections 7.11
or 8.1.

         7.3 Disputed and Third-Party Claims.

         (a) If  NetObjects  shall  give  notice of a claim in  accordance  with
Section 7.2, and NetObjects  and the Holders'  Agents do not resolve such matter
by written agreement within 45 days after such notice is given, the dispute will
be settled  exclusively by arbitration  before a single arbitrator  appointed by
JAMS/Endispute.  If the total amount (not including interest) of the dispute and
any  counterclaim  exceeds  $100,000,  the  arbitration  will  be  conducted  in
accordance  with  the   Comprehensive   Arbitration   Rules  and  Procedures  of
JAMS/Endispute;  any other  arbitration  under this Section will be conducted in
accordance   with  the   Streamlined   Arbitration   Rules  and   Procedures  of
JAMS/Endispute.  NetObjects  and the  Holders'  Agents shall each bear their own
expenses  (including  without  limitation the fees and expenses of legal counsel
and accountants) in connection with such  arbitration.  The arbitral award shall
allocate the arbitrator's fees and expenses according to the relative success of
NetObjects  and the Holders'  Agents in the  arbitration,  as  determined by the
arbitrator.

         (b) To the extent a claim by NetObjects  under Section 7.2 relates to a
claim  asserted  against a party to this  Agreement  (other than to enforce this
Agreement) (a "Third-Party  Claim") and NetObjects gives notice of the assertion
of the  Third-Party  Claim,  then the  Holders'  Agents  will  have the  option,
exercisable  by written  notice to  NetObjects  within 20 days after  receipt of
NetObjects'  notice,  to control  the  defense of such  Third-Party  Claim.  All
expenses  (including,  without  limitation,  attorneys'  fees)  incurred  by the
Holders' Agents in connection with his assumption of control of the defense of a
Third-Party  Claim shall be paid by the Holders' Agents.  If the Holders' Agents
has not assumed the defense of a Third-Party  Claim,  then NetObjects shall have
the right to control  the defense of the  Third-Party  Claim,  and the  expenses
reasonably  incurred by  NetObjects  in  connection  with such defense  shall be
recoverable as part of the underlying claim on the same basis and subject to the
same limitations as stated in Section 7.2 and this Section.

         (c) The party  controlling the defense may use counsel  selected by it,
but if the other party reasonably  objects (within 20 days after  designation of
counsel  initially  selected)  on account of such  counsel's  representation  or
potential   representation   of  the  designating  party  in  matters  in  which
NetObjects's  and the  Stockholders'  or the Company's  interests are adverse or
potentially  adverse,  the designating  party shall select other counsel free of
any such adverse  representation.  The party  controlling the defense shall have
the  right,  in its  discretion  exercised  in good faith and upon the advice of
counsel,  to settle  such  matter,  either  before or after  the  initiation  of
litigation,  at such time and upon such terms as they deem fair and  reasonable,
provided  that (i) at least 10 days'  prior  notice  shall be given to the other
party of the intention to settle the  Third-Party  Claim,  (ii) no settlement by
the  controlling  party  shall  include  any  equitable  relief  binding  on the
noncontrolling  party,  and (iii) the  controlling  party shall not agree to any
settlement of such  Third-Party  Claim without the


                                       21
<PAGE>

prior  written  consent  of  the  other  party,   which  consent  shall  not  be
unreasonably  withheld.  The  noncontrolling  party  will  have the  right to be
represented by counsel,  solely at its own expense.  The controlling party shall
keep the other  party  advised  of the status of the  Third-Party  Claim and the
defense  thereof and shall  consider in good faith  recommendations  made by the
other party with respect thereto.

         (d) Unless otherwise agreed by the parties,  arbitration  under Section
7.3(a) of a claim by  NetObjects  with respect to a  Third-Party  Claim shall be
deferred until the resolution of the Third-Party Claim.

         7.4  Termination  of this  Agreement.  If any  condition of the Closing
stated in Section 5 is not satisfied on or before July __, 2000 (2 business days
prior  to  Closing),  then,  provided  NetObjects  is  not in  material  default
hereunder,   NetObjects  may  at  any  time  thereafter  terminate  any  further
obligations under this Agreement by giving written notice thereof to the Company
and the Holders'  Agent.  If any condition of the Closing stated in Section 6 is
not  satisfied  on or before  such date,  then,  provided  the  Company  and the
Stockholders are not in material default hereunder, the Company and the Holders'
Agents may at any time thereafter  terminate any further  obligations under this
Agreement by giving written notice thereof to NetObjects.  Any such  termination
will not, however,  terminate or otherwise affect the obligations of the parties
under  Sections  7.1,  8.1 or  8.2.  This  Agreement  may be so  terminated,  or
terminated by mutual  agreement of the parties upon the  authorization  of their
respective  boards of directors,  notwithstanding  approval of this Agreement by
the stockholders of any or all parties.

         7.5 Reasonable  Business Efforts,  No Inconsistent  Action.  Each party
will use its, his or her  reasonable  business  efforts to cause the  conditions
over which it has control to be  satisfied  on or before the  Closing.  No party
will take any action which will foreseeably result in the nonsatisfaction of any
condition stated in Section 5 or 6 on or before the Closing.

         7.6 Access.  Between the date of this  Agreement and the Closing or any
earlier  termination of this Agreement in accordance with its terms, the Company
will (i) give NetObjects and its authorized representatives access to its books,
records,  Properties,  officers, attorneys and accountants and permit NetObjects
to make  inspections  and copies of such  books and  records,  and (ii)  furnish
NetObjects  with  such  financial  information  and  operating  data  and  other
information  with respect to its business  and  Properties,  and to discuss with
NetObjects and its authorized  representative its affairs, all as NetObjects may
from time to time reasonably request for the purposes of this Agreement,  during
normal  office hours.  Any on-site visit shall be subject to reasonable  advance
notice and to being  accompanied  by an officer or  designated  employee  of the
Company.

         7.7 No Solicitation or  Negotiation.  The Company and the  Stockholders
agree that,  between the date of this  Agreement  and the Closing or any earlier
termination of this Agreement in accordance  with its terms,  they will not (and
will not permit any person or entity which they  control to) seek or  entertain,
or  negotiate  any terms of, a Strategic  Transaction  with any party other than
NetObjects and its affiliates,  or give any information  concerning its business
to any such party, or enter into any agreement  inconsistent with this Agreement
or the proposed transaction with NetObjects. A "Strategic Transaction" means (i)
any form of acquisition,  direct or indirect, whether by purchase, merger, stock
sale  (primary  or  secondary),  or any other  structure,  of any portion of the
Company's  consolidated  business  or any  equity  interest  therein,  (ii)  any
arrangement  whereby effective  operating control of the Company's  consolidated
business  or a  portion  thereof  is  granted  to  another  party or  (iii)  any
transaction   involving  the   recapitalization,   restructuring,   liquidation,

                                       22
<PAGE>

dissolution or other similar type of transaction  involving the Company.  During
such period,  the Company will  promptly  notify  NetObjects  of the content and
identity of any  proposal  or  communication  it  receives  from any such person
concerning any Strategic Transaction.

         7.8  Interim  Financial   Information.   The  Company  will  supply  to
NetObjects  unaudited  consolidated  monthly financial statements as of June 30,
2000 and within 30  business  days of the end of each month  ending  between the
date of this  Agreement  and the  Closing  or any  earlier  termination  of this
Agreement in accordance with its terms,  prepared on a basis consistent with the
unaudited consolidated  financial statements for the preceding months,  together
with additional monthly reports  substantially in the form heretofore  delivered
to the Company's major stockholder.  For purposes of these statements,  employee
bonuses and similar expenses may be accrued based on actual results for the year
to date and budgeted results for the balance of the year.

         7.9 Interim Conduct of Business.  From the date of this Agreement until
the Closing or any earlier  termination of this Agreement in accordance with its
terms,  unless  approved by NetObjects in writing,  the Company will operate its
business consistently with past practice and in the ordinary course of business,
and will not:

                  (a) merge or consolidate with or agree to merge or consolidate
         with, or sell or agree to sell all or substantially all of its Property
         to, or purchase or agree to purchase  all or  substantially  all of the
         Property  of, or  otherwise  acquire,  any other  Person or a  division
         thereof, except as provided in this Agreement;

                  (b) amend its Certificate of Incorporation or Bylaws;

                  (c) make any changes in its accounting methods,  principles or
         practices, except as required by GAAP;

                  (d) sell, consume or otherwise dispose of any Property, except
         in the ordinary course of business consistent with past practices;

                  (e)  authorize  for  issuance,  issue,  sell  or  deliver  any
         additional  shares of its capital stock of any class or any  securities
         or obligations convertible into shares of its capital stock or issue or
         grant any option,  warrant or other right to purchase any shares of its
         capital stock of any class,  other than, in each case,  the issuance of
         Common Stock pursuant to the exercise of the outstanding  stock options
         held by Russell Sarmiento prior to the Merger Effective Time;

                  (f)  declare  any  dividend  on,  make any  distribution  with
         respect to, or redeem or  repurchase,  its capital  stock  except under
         existing repurchase  agreements or obligations as set forth in Schedule
         2.1;

                  (g) modify,  amend or terminate any Benefit  Plans,  except as
         required under Legal Requirements or any Disclosable Contract; or

                  (h)  authorize  or enter  into an  agreement  to do any of the
         foregoing.

         7.10  Registration.  The holders of NetObjects  Stock issued under this
Agreement and NetObjects shall sign a Registration  Rights Agreement in the form
attached as Exhibit I.

                                       23
<PAGE>

         7.11   Indemnification   of   Company   Indemnitees.   All   rights  to
indemnification  for acts or omissions  occurring prior to the Merger  Effective
Time in favor  of the  directors  or  executive  officers  of the  Company  (the
"Company Indemnitees") as provided in the Company's Certificate of Incorporation
and Bylaws  immediately  prior to the Merger Effective Time shall terminate upon
the Merger as of the Merger Effective Time,  except as to claims brought against
the indemnitee as an agent of the Company (i) which no Indemnitee know of or had
any reason to know of as of date of the Closing, (ii) that will not constitute a
breach of any  representation or warranty under Section 2 or Section 3 and (iii)
that would otherwise be entitled to indemnity under the Company's Bylaws.

         7.12 Tax Matters. NetObjects and the Company agree to report the Merger
as a tax-free  reorganization  within the meaning of Sections 368(a) of the Code
and  neither  NetObjects  nor the  Company  shall  take any  action  prior to or
following  the  Closing  that would  cause  this  Merger to fail to qualify as a
"reorganization" within the meaning of Section 368(a) of the Code.

         7.13 Continuing Employees.  NetObjects agrees that following the Merger
Effective  Time:  for the purposes of employment  plans and  arrangements  which
NetObjects or the Company may extend to Continuing Employees (as defined below),
NetObjects  shall  give  full  credit  to  each  Continuing  Employee  for  such
Continuing  Employee's  period of service  with the Company  prior to the Merger
Effective  Time to the extent such service was  recognized  under any comparable
employment  plans or arrangements  of the Company prior to the Merger  Effective
Time.  NetObjects  will  identify the  Continuing  Employees on a schedule to be
delivered to the Company at the Closing.

         7.14 Stock Option Agreements. Following the Closing, NetObjects and all
holders  of  Rocktide  stock  options  under the  Rocktide  Option  Plan who are
receiving  substitute  NetObjects  stock options under the NetObjects 1997 Stock
Option Plan in accordance  with Section 1.3(h) of this  Agreement,  shall sign a
NetObjects Stock Option Agreement in the form attached as Exhibit H.

Section 8 Miscellaneous

         8.1 No Brokers, Finders, Etc.

         (a) Company.  Neither the Company nor the Stockholders have engaged any
agent, broker,  finder or investment or commercial banker in connection with the
negotiation,  execution or  performance  of this  Agreement or the  transactions
contemplated  hereby.  The  Company  and  the  Stockholders  (severally  and not
jointly) shall,  indemnify,  defend and hold NetObjects  harmless against and in
respect of any claim for brokerage fees or other  commissions  incurred or owing
due to any such engagement or alleged engagement , including without limitation,
any fees and  expenses of counsel  incurred by  NetObjects  in  connection  with
enforcing this Section 8.1(a).

         (b) NetObjects. NetObjects has not engaged any agent, broker, finder or
investment or commercial banker in connection with the negotiation, execution or
performance  of  this  Agreement  or  the  transactions   contemplated   hereby.
NetObjects  shall  indemnify,  defend and hold the Company and the  Stockholders
harmless  against  and in  respect  of any  claim  for  brokerage  fees or other
commissions  incurred or owing due to any such engagement or alleged engagement,
including without  limitation,  any fees and expenses of counsel incurred by the
Company and the Stockholders in connection with enforcing this Section 8.1(b).

         8.2  Expenses.  Whether or not the  transactions  contemplated  by this
Agreement are  consummated,  the Company and NetObjects shall each pay their own
fees and expenses incident to


                                       24
<PAGE>

the  negotiation,  preparation,  execution,  delivery  and  performance  hereof,
including,  without  limitation,  the fees  and  expenses  of  their  respective
counsel,  accountants  and other  experts.  If the Closing  does not occur,  the
Stockholders  and/or the Company shall bear the  Company's  portion of such fees
and expenses.

         8.3 Complete  Agreement;  Waiver and Modification,  Etc. This Agreement
constitutes the entire agreement  between the parties  pertaining to the subject
matter  hereof  and  supersedes  all prior and  contemporaneous  agreements  and
understandings of the parties. There are no representations or warranties by any
party  except  those  expressly  stated or  provided  for  herein,  any  implied
warranties  being  hereby  expressly  disclaimed.  There  are  no  covenants  or
conditions  except those expressly  stated herein.  No amendment,  supplement or
termination  of or to this  Agreement,  and no waiver  of any of the  provisions
hereof,  shall be binding  on a party  unless  made in a writing  signed by such
party.  This Agreement may be terminated  prior to the Merger  Effective Time by
mutual agreement of NetObjects,  Subsidiary and Rocktide, as authorized by their
respective  boards  of  directors,   notwithstanding   approval  hereof  by  the
stockholders of such parties.  This Agreement may be amended prior to the Merger
Effective Time by mutual  agreement of NetObjects,  Subsidiary and Rocktide,  as
authorized by their  respective  boards of directors,  notwithstanding  approval
hereof  by the  stockholders  of such  parties;  provided,  however,  that  such
amendment  shall  not (i)  alter  or  change  the  amount  or  kind  of  shares,
securities,  cash,  property  and/or rights to be received in exchange for or on
conversion  of all or any of the  shares  of any  class  or  series  thereof  of
Rocktide,  (ii) alter or change any term of the certificate of  incorporation of
the Surviving  Corporation to be effected by the Merger or (iii) alter or change
any of the terms and  conditions of the  Agreement if such  alteration or change
would adversely affect the holders of any class or series thereof of such party.
Nothing in this  Agreement  shall be construed to give any Person other than the
express parties hereto any rights or remedies.

         8.4  Notices.  All  notices,   requests,   demands,  claims  and  other
communications  hereunder shall be in writing and shall be given by delivery (by
mail or  otherwise)  or  transmitted  to the address or facsimile  number listed
below,  and will be effective (in all cases) upon receipt.  Without limiting the
generality of the foregoing, a mail, express,  messenger or other receipt signed
by any  Person at such  address  shall  conclusively  evidence  delivery  to and
receipt  at  such  address,   and  any  printout  showing  successful  facsimile
transmission  of the correct total pages to the correct  facsimile  number shall
conclusively evidence transmission to and receipt at such facsimile number.

         (a)      If to NetObjects or Subsidiary:

                  301 Galveston Drive
                  Redwood City, CA 94063
                  Attention:  Samir Arora
                  facsimile:  650 - 482-3600

         with copies to:

                  McCutchen, Doyle, Brown & Enersen, LLP
                  3150 Porter Drive
                  Palo Alto, CA 94304
                  Attention:  Alan Kalin
                  facsimile: 650 - 849-4800

                                       25
<PAGE>

         (b)      If to the Company:

                  Rocktide, Inc.
                  5255 Stevens Creek Blvd., Suite 365
                  Santa Clara, CA  95051
                  Attention:  Jeet Kaul

                  [facsimile:       ]

         with copies to:

                  Hopkins & Carley
                  The Letitia Building
                  70 S. First Street
                  San Jose, CA 95113-2406
                  Attention:  Clarence Kellogg
                  facsimile:  408 - 998-4790

         (c)      If to the Stockholders:


                  c/o Rocktide, Inc.
                  5255 Stevens Creek Blvd., Suite 365
                  Santa Clara, CA  95051
                  Attention:  Jeet Kaul
                  [facsimile:       ]

         Any party may change its address or  facsimile  number for  purposes of
this Section 8.4 by giving the other party written  notice of the new address or
facsimile  number in accordance  with this Section 8.4,  provided it is a normal
street address,  or normal operating facsimile number, in the continental United
States.

         8.5 Law Governing.  This  Agreement  shall be interpreted in accordance
with and  governed  by the laws of the State of  California,  without  regard to
principles of conflicts of laws.

         8.6 Headings;  References;  "Hereof," Etc. The Section headings in this
Agreement are provided for convenience  only, and shall not be considered in the
interpretation  hereof.  References herein to Sections,  Exhibits,  Schedules or
Appendices refer,  unless otherwise  specified,  to the designated Section of or
Exhibit,  Schedule  or  Appendix  to this  Agreement.  Terms  such as  "herein,"
"hereto" and "hereof" refer to this Agreement as a whole.

         8.7 Successors and Assigns.  This Agreement  shall inure to the benefit
of and be binding upon the heirs,  executors,  administrators  and successors of
the parties hereto,  but no right or liability or obligation  arising  hereunder
may be assigned by any party hereto.

         8.8  Counterparts;  Separate  Signature  Pages.  This  Agreement may be
executed in any number of counterparts,  or using separate signature pages. Each
such executed counterpart and each counterpart to which such signature pages are
attached shall be deemed to be an original instrument, but all such counterparts
together shall constitute one and the same instrument.

                                       26
<PAGE>

         8.9 Severability.  In the event any of the provisions of this Agreement
shall be declared by a court or  arbitrator  to be void or  unenforceable,  then
such  provision  shall be severed  from this  Agreement  without  affecting  the
validity  and  enforceability  of any of the other  provisions  hereof,  and the
parties  shall  negotiate  in good faith to replace such  unenforceable  or void
provisions with a similar clause to achieve,  to the extent permitted under law,
the purpose and intent of the provisions declared void and unenforceable.

         8.10 Attorneys' Fees. In the event any suit, counterclaim,  arbitration
or other  proceeding is brought to enforce or interpret  the  provisions of this
Agreement,  the prevailing  side  (NetObjects,  on the one hand, and the Company
and/or the Stockholders on the other hand) shall be entitled to recover from the
nonprevailing  side, in addition to all other  remedies  available at equity and
law, the cost, including but not limited to reasonable attorneys' fees, incurred
by the  prevailing  side  therein,  including  any  appeal  or other  subsequent
proceeding. A side shall be considered to prevail if it secures a more favorable
result than the other side (who shall be considered the nonprevailing party), as
determined by the arbitrator or judge.

Section 9 Glossary

         Act - the Securities Act of 1933, as amended.

         Affiliate - a Person who controls,  is controlled by or is under common
control with another  Person,  or who directly or indirectly owns 10% or more of
the  voting  power in such other  Person,  or of whose  voting  power such other
Person  (or a Person  holding  10% or more of the  voting  power  in such  other
Person) owns 10% or more. For purposes of this  definition,  "control" means the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  and  policies  of a Person,  whether  through the
ownership of voting securities, by contract or otherwise.

         Agreement - this  Agreement and Plan of  Reorganization,  including the
Exhibits and Schedules hereto.

         Benefit Plans - Section 3.10(b).

         Business - introductory paragraphs.

         Cash Consideration - introductory paragraphs.

         Certificate of Merger - Section 1.2.

         Closing - Section 1.1.

         Code - the Internal Revenue Code of 1986, as amended.

         Common Shares - Section 1.3(e).

         Common Stock - the Common Stock of the Company.

         Company - introductory paragraphs.

         Company Indemnitees - Section 7.11.

                                       27
<PAGE>
         Confirmation Agreement and Assignment of Rights - Section 1.5.

         Continuing Employee - Section 7.13.

         Contract - any agreement,  written or oral, or any  promissory  note or
other  instrument of a contractual  nature,  which is intended to be enforceable
against  the Person in question or against  any  Property  of such  Person.  Any
Person  which is, or any of whose  Property  is,  subject  to  enforcement  of a
Contract shall, for purposes of this Agreement, be deemed a party to it.

         Damages - any loss, loss in value, cost,  liability or expense actually
incurred,  including  without  limitation,  costs and expenses of litigation and
reasonable attorneys' fees, but excluding in each case incidental, consequential
or punitive  damages.  (The  foregoing  exclusion  of punitive  damages does not
apply,  however,  to any punitive  damages awarded in a Third-Party  Claim.) All
Damages  shall  be net of (i)  any  applicable  insurance  recovery  (net of any
retrospective  premium  adjustment),  (ii) any related net  realized tax benefit
(taking any  applicable  recovery  into  account),  (iii) any related  refund or
recovery  realized  by  NetObjects,  (iv) any  related  reserve  included in the
Interim  Statements,  and (v) any other  reserve  (whether or not related to the
Damages in question) included in the Interim Statements,  to the extent that, at
the time of  determination  of Damages under this Agreement,  such other reserve
has  proved to be in  excess  of the  Company's  actual  losses  or  liabilities
reserved against (provided, that such other reserves shall thereafter be reduced
by the excess thus utilized for netting).

         Derivative Work - Section 3.17(l).

         Disclosable Contract - Section 3.11.

         Disclosable Leases - Section 3.7.

         ERISA  - the  Employee  Retirement  Income  Security  Act of  1974,  as
amended, and any successor statute.

         Escrow Account - the Property held by the escrow agent under the Escrow
Agreement.

         Escrow Agent - Section 1.3(g).

         Escrow Agreement - Section 1.5(a).

         Escrow Dollars - Section 1.3(g).

         Escrow Stock - Section 1.3(g).

         Exchange Act - the Securities Exchange Act of 1934, as amended.

         Excluded Shares - Section 1.3(d).

         GAAP - generally accepted accounting principles applied on a consistent
basis, as set forth in authoritative  pronouncements which are applicable to the
circumstances  as of the date in question.  The requirement that such principles
be applied on a "consistent basis" means that accounting  principles observed in
the period in question are comparable in all material  respects to those applied


                                       28
<PAGE>

in the  preceding  periods,  except as change is permitted or required  under or
pursuant to such accounting principles.

         Governmental  Agency  -  any  agency,  department,  board,  commission,
district or other public organ, whether federal, state, local or foreign.

         Hazardous Material - all or any of the following: (i) any substance the
presence of which requires investigation or remediation under any applicable law
or  regulation;  (ii)  substances  that are  defined or listed in, or  otherwise
classified  pursuant  to,  any  applicable  laws or  regulations  as  "hazardous
substances,"  "hazardous  materials," "hazardous wastes," "toxic substances," or
any other formulation  intended to define, list or classify substances by reason
of  deleterious  properties  such  as  ignitability,   corrosivity,  reactivity,
carcinogenicity,  reproductive  toxicity or "EP  toxicity;"  (iii) any petroleum
products,  explosives or radioactive materials; and (iv) asbestos in any form or
electrical  equipment  which  contains any oil or  dielectric  fluid  containing
levels of polychlorinated biphenyls in excess of fifty parts per million.

         Holders' Agents - Section 1.5(a).

         Interim Statements - Section 3.2(a).

         Knowledge - with respect to the Company shall mean the knowledge, as of
the time the applicable  representation or warranty is made, of the officers and
directors of the Company.

         Last  Escrow  Claim Date - the same  numerical  day in the month as the
numerical day on which the Closing occurs, in the 12th month following the month
in which the Closing occurs. If there is no corresponding  numerical day in such
12th month,  the Last Escrow  Claim Date will be the first day of the 13th month
following the month in which the Closing occurs.

         Legal Requirement - a statute,  regulation,  ordinance or similar legal
requirement,  whether federal,  state, local or foreign, or any requirement of a
permit or other authorization issued by a Governmental Agency.

         Lien - any lien, security interest,  mortgage,  deed of trust,  pledge,
hypothecation, capitalized lease or interest or right for security purposes.

         Material Adverse Effect - a violation or other matter will be deemed to
have a  "Material  Adverse  Effect" on the  Company if such  violation  or other
matter  (considered  together  with all  other  matters  that  would  constitute
exceptions to the  representations  and warranties set forth in the Agreement or
in the  Stockholders'  Closing  Certificate  but for the  presence of  "Material
Adverse   Effect"  or  other   materiality   qualifications,   or  any   similar
qualifications,  in such  representations  and warranties) would have a material
adverse  effect  on the  Company's  business,  condition,  assets,  liabilities,
operations, financial performance or prospects.

         Merger Consideration - introductory paragraphs.

         Merger Effective Time - Section 1.2.

         Merger Price - Section 1.3(e).

                                       29
<PAGE>

         Minor  Contract - any Contract that is not a Partner  Contract and that
involves no more than $5,000 in annual payments due or owed under its terms.

         Minor License - any license, without limitation including any freeware,
shareware and opensource license,  that is immaterial and can be easily replaced
in the ordinary course of business without liability in excess of $5,000.

         NetObjects - introductory paragraphs.

         NetObjects Information - Section 2.9.

         NetObjects SEC Documents - Section 4.3.

         NetObjects Stock - introductory paragraphs.

         Option Exchange Ratio - Section 1.3(h).

         Order - any judgment,  injunction, order or similar mandatory direction
of, or  stipulation  or agreement  filed with,  a  Governmental  Agency,  court,
judicial body, arbitrator or arbitral body.

         Permit - a permit,  license,  franchise,  certificate  of  authority or
similar instrument issued by a Governmental Agency.

         Person  -  an  individual,  or  a  corporation,   partnership,  limited
liability  company,  trust,  association  or other  entity of any  nature,  or a
Governmental Agency.

         Property  - any  interest  in any  real,  personal  or mixed  property,
whether tangible or intangible.

         Recoverable Amount - Section 7.2(b).

         Reported Price - the closing price per share of NetObjects Stock on the
Nasdaq  National  Market as reported  in the Western  edition of the Wall Street
Journal.

         SEC - the Securities and Exchange Commission.

         Stock Right - any right  (including  without  limitation  any option or
warrant or  subscription  right) to acquire any capital stock or any other Stock
Right or any instrument  convertible  into or exchangeable for any capital stock
or any other Stock Right.

         Stockholders - introductory paragraphs.

         Strategic Transaction - Section 7.7.

         Subsidiary - introductory paragraphs.

         Surviving Company - introductory paragraphs.

         Tax - any federal,  state, local or foreign tax, assessment,  duty, fee
and other  governmental  charge or imposition of any kind,  whether  measured by
properties,  assets, wages, payroll,  purchases,


                                       30
<PAGE>

value added, payments,  sales, use, business,  capital stock, surplus or income,
and any addition, interest, penalty, deficiency imposed with respect to any Tax.

         Third-Party Action - any consent,  waiver,  approval,  license or other
authorization of, or notice to, or filing with, any other Person, whether or not
a Governmental  Agency,  and the expiration of any associated  mandatory waiting
period.

         Third-Party Claim - Section 7.3(b).

         Third-Party Right - any Lien on any Property of the Person in question,
or any right  (other than the rights of  NetObjects  hereunder)  (i) to acquire,
lease,  use,  dispose of, vote or exercise  any right or power  conferred by any
Property of such Person,  or (ii) restricting the Person's right to lease,  use,
dispose of, vote or exercise  any right or power  conferred  by any  Property of
such Person.

                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]


                                       31
<PAGE>

         IN WITNESS  WHEREOF,  the parties have executed this Agreement and Plan
of Reorganization.

NetObjects:                             NETOBJECTS, INC.

                                        By: ____________________________
                                              Samir Arora, President

Subsidiary:                             NETO ACQUISITION CORP.


                                        By: ____________________________
                                              Samir Arora, President

Company:                                ROCKTIDE, INC.


                                        By: ____________________________
                                              Name:
                                              Title:


Stockholders:
                                        ____________________________
                                        Jeet Kaul

                                        ___________________ [spouse]


                                        ____________________________
                                        Arun Anantharaman

                                        ___________________ [spouse]



                                       32