<PAGE>

                                                                 EXHIBIT 10.16
                                       
                           STOCK PURCHASE AGREEMENT

                                 BY AND AMONG
                                       
                                       
               MULTIMEDIA KID - INTELLIGENCE IN EDUCATION LTD.,
                                       
                            AN ISRAELI CORPORATION
                                   ("MKID"),
                                       
                                       
                                      AND
                                       
                                       
                     THE SHAREHOLDERS (THE "SHAREHOLDERS")
                                   OF MKID,
                                       
                                       
                                      AND
                                       
                                       
                                 SCOOP, INC.,
                                       
                            A DELAWARE CORPORATION
                                   ("SCOOP")

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                               TABLE OF CONTENTS
                                       
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ARTICLE I.  THE TRANSACTION.......................................................    1

SECTION 1.1. THE TRANSACTION......................................................    1
SECTION 1.2. TAX CONSEQUENCES.....................................................    1
SECTION 1.3. [OMITTED]............................................................    2
SECTION 1.4. BOARD OF DIRECTORS...................................................    2
SECTION 1.5. PAYMENT TO PMD.......................................................    2

ARTICLE II.  REPRESENTATIONS AND WARRANTIES OF MKID...............................    2

SECTION 2.1. CORPORATE ORGANIZATION...............................................    2
SECTION 2.2. CAPITALIZATION.......................................................    2
SECTION 2.3. AUTHORITY; NO VIOLATION..............................................    3
SECTION 2.4. CONSENTS AND APPROVALS...............................................    3
SECTION 2.5. [OMITTED]............................................................    4
SECTION 2.6. REGULATORY DOCUMENTS.................................................    4
SECTION 2.7. FINANCIAL STATEMENTS; UNDISCLOSED LIABILITIES........................    4
SECTION 2.8. BROKER'S FEES........................................................    4
SECTION 2.9. ABSENCE OF CERTAIN CHANGES OR EVENTS.................................    4
SECTION 2.10. LEGAL PROCEEDINGS...................................................    5
SECTION 2.11. TAXES AND TAX RETURNS...............................................    5
SECTION 2.12. EMPLOYEES...........................................................    6
SECTION 2.13. COMPLIANCE WITH APPLICABLE LAW......................................    6
SECTION 2.14. CERTAIN CONTRACTS...................................................    6
SECTION 2.15. ENVIRONMENTAL LIABILITY.............................................    7
SECTION 2.16. TITLE TO PROPERTIES; CONDITION OF PROPERTIES........................    7
SECTION 2.17. REAL PROPERTY.......................................................    7
SECTION 2.18. TERMINATION OF BUSINESS RELATIONSHIPS...............................    7
SECTION 2.19. CONDITION OF BUILDINGS AND PERSONAL PROPERTY........................    8
SECTION 2.20. INSURANCE...........................................................    8
SECTION 2.21. ALL BUSINESS CONDUCTED BY MKID......................................    8
SECTION 2.22. TRADE SECRETS, PATENTS, COPYRIGHTS, TRADEMARKS, 
              SERVICE MARKS, TRADE NAMES, KNOW-HOW................................    8
SECTION 2.23. GRANTS, INCENTIVES AND SUBSIDIES....................................    8

ARTICLE III.  REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS..................    9

SECTION 3.1. STOCK OWNERSHIP; RESIDENCE...........................................    9
SECTION 3.2. AUTHORIZATION........................................................    9
SECTION 3.3. SECURITIES ACT REPRESENTATIONS.......................................    9

ARTICLE IV.  REPRESENTATIONS AND WARRANTIES OF SCOOP..............................   10

SECTION 4.1. CORPORATE ORGANIZATION...............................................   10
SECTION 4.2. CAPITALIZATION.......................................................   10
SECTION 4.3. AUTHORITY; NO VIOLATION..............................................   11
SECTION 4.4. CONSENTS AND APPROVALS...............................................   11
SECTION 4.5. VOTE REQUIRED........................................................   11
SECTION 4.6. SEC DOCUMENTS; FINANCIAL STATEMENTS; UNDISCLOSED LIABILITIES.........   12
SECTION 4.7. BROKER'S FEES........................................................   12
SECTION 4.8. ABSENCE OF CERTAIN CHANGES OR EVENTS.................................   12
SECTION 4.9. LEGAL PROCEEDINGS....................................................   13
SECTION 4.10. TAXES AND TAX RETURNS...............................................   14
SECTION 4.11. EMPLOYEES...........................................................   14
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                                       i


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SECTION 4.12. COMPLIANCE WITH APPLICABLE LAW......................................   15
SECTION 4.13. CERTAIN CONTRACTS...................................................   15
SECTION 4.14. ENVIRONMENTAL LIABILITY.............................................   15
SECTION 4.15. TERMINATION OF BUSINESS RELATIONSHIPS...............................   16
SECTION 4.16. CONDITION OF BUILDINGS AND PERSONAL PROPERTY........................   16
SECTION 4.17. INSURANCE...........................................................   16
SECTION 4.18. ALL BUSINESS CONDUCTED BY SCOOP.....................................   16
SECTION 4.19. TRADE SECRETS, PATENTS, COPYRIGHTS, TRADEMARKS, SERVICE MARKS,
              TRADE NAMES, KNOW-HOW...............................................   16

ARTICLE V.  COVENANTS RELATING TO CONDUCT OF BUSINESS.............................   17

SECTION 5.1. CONDUCT OF BUSINESSES PRIOR TO THE CLOSING...........................   17
SECTION 5.2. FORBEARANCES.........................................................   17
SECTION 5.3. DISPOSITION OF SCOOP BUSINESSES......................................   18
SECTION 5.4. DISPOSITIONS BY MKID.................................................   18
SECTION 5.5. NO SOLICITATION OF TRANSACTIONS......................................   19

ARTICLE VI.  ADDITIONAL AGREEMENTS................................................   19

SECTION 6.1. REGULATORY MATTERS...................................................   19
SECTION 6.2. ACCESS TO INFORMATION................................................   20
SECTION 6.3. STOCKHOLDERS' APPROVALS..............................................   20
SECTION 6.4. LEGAL CONDITIONS TO TRANSACTION......................................   21
SECTION 6.5. [OMITTED]............................................................   21
SECTION 6.6. STOCK EXCHANGE LISTING...............................................   21
SECTION 6.7. [OMITTED]............................................................   21
SECTION 6.8. DIRECTORS' AND OFFICERS' INSURANCE...................................   21
SECTION 6.9. ADDITIONAL AGREEMENTS................................................   22
SECTION 6.10. ADVICE OF CHANGES...................................................   22
SECTION 6.11. TAX TREATMENT.......................................................   22

ARTICLE VII.  CONDITIONS PRECEDENT................................................   22

SECTION 7.1. CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE TRANSACTION......   22
SECTION 7.2. CONDITIONS TO OBLIGATIONS OF SHAREHOLDERS............................   23
SECTION 7.3. CONDITIONS TO OBLIGATIONS OF SCOOP...................................   25

ARTICLE VIII.  TERMINATION AND AMENDMENT..........................................   25

SECTION 8.1. TERMINATION..........................................................   25
SECTION 8.2. EFFECT OF TERMINATION................................................   26
SECTION 8.3. AMENDMENT............................................................   26
SECTION 8.4. EXTENSION; WAIVER....................................................   26

ARTICLE IX.  GENERAL PROVISIONS...................................................   26

SECTION 9.1. CLOSING..............................................................   27
SECTION 9.2. NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS;
             AGREEMENTS OF SHAREHOLDERS ARE SEVERAL AND NOT JOINT, ETC............   27
SECTION 9.3. EXPENSES.............................................................   27
SECTION 9.4. NOTICES..............................................................   27
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                                      ii

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SECTION 9.5. INTERPRETATION.......................................................   28
SECTION 9.6. COUNTERPARTS AND FACSIMILE...........................................   28
SECTION 9.7. ENTIRE AGREEMENT.....................................................   28
SECTION 9.8. GOVERNING LAW........................................................   29
SECTION 9.9. SEVERABILITY.........................................................   29
SECTION 9.10. PUBLICITY...........................................................   29
SECTION 9.11. ASSIGNMENT; THIRD PARTY BENEFICIARIES...............................   29
SECTION 9.12. [OMITTED]...........................................................   29
SECTION 9.13. ENFORCEMENT OF THE AGREEMENT........................................   29

EXHIBIT A:  CERTIFICATE OF DESIGNATIONS

SCHEDULES:     MKID DISCLOSURE SCHEDULE
               SCOOP DISCLOSURE SCHEDULE
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                                       iii
<PAGE>

                           STOCK PURCHASE AGREEMENT
                                       
          STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of May 7, 1998,
by and among MULTIMEDIA KID - INTELLIGENCE IN EDUCATION LTD., an Israeli
corporation ("MKID"), the SHAREHOLDERS of MKID which are listed at the foot of
this Agreement (the "Shareholders"), and SCOOP, Inc., a Delaware corporation
("Scoop").

                                   RECITALS
                                       
          WHEREAS, the Shareholders own 2,000 ordinary shares of stock of MKID,
and such shares (the "MKID Shares") constitute all of the outstanding capital
stock of MKID;

          WHEREAS, the Shareholders and the Board of Directors of Scoop have
each determined that it is in the best interests of the Shareholders and of
Scoop and its shareholders for Scoop to acquire the MKID Shares by way of  the
terms and conditions set forth herein (the "Transaction"), with the
shareholders of MKID receiving securities of Scoop in exchange for their MKID
Shares and with MKID thereby becoming a wholly owned subsidiary of Scoop; and

          WHEREAS, the parties hereto have each determined that the Transaction
should be conditioned upon the completion of an equity or debt offering by
Scoop from which Scoop will receive a minimum of $5.0 million in net proceeds;
and

          WHEREAS, for federal income tax purposes it is intended that the
Transaction qualify as a reorganization within the meaning of Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code"), and
for financial accounting purposes it is intended that the Transaction be
accounted for as a purchase; and

          WHEREAS, the parties desire to make certain representations,
warranties and agreements in connection with the Transaction and also to
prescribe certain conditions to the Transaction.

          NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements contained herein, and intending to
be legally bound hereby, the parties agree as follows:

                                   ARTICLE I
                                       
                                THE TRANSACTION
                                       
          Section 1.1.    THE TRANSACTION. At the Closing (as defined herein), 
the Shareholders shall deliver to Scoop certificates representing all of the 
MKID Shares, properly endorsed to effectuate the transfer thereof to Scoop.  
In exchange for such Shareholder's MKID Shares, Scoop shall issue (i) to each 
Shareholder 1,066.6665 shares of Common Stock of Scoop, par value $.001 per 
share (each a "Common Share"), for each MKID Share owned by such Shareholder 
(for an aggregate of 2,133,333 shares for all 2,000 MKID Shares), and one 
share of Series A Preferred Stock of Scoop, par value $.001 per share (each a 
 "Preferred Share"), for each MKID Share owned by such Shareholder (for an 
aggregate of 2,000 shares for all 2,000 MKID Shares) and (ii) to the persons 
designated by the Shareholders, 3,000,000 Common Shares. The Certificate of 
Designations for the Preferred Shares shall be in the form of Exhibit A.

          Section 1.2.    TAX CONSEQUENCES. It is intended that the Transaction 
shall constitute a reorganization within the meaning of Section 368(a)(1)(B) 
of the Code, and that this Agreement shall constitute a "plan of 
reorganization" for purposes of the Code.

          Section 1.3     [Omitted].

                                      1

<PAGE>


          Section 1.4.    BOARD OF DIRECTORS. At the Closing, the Board of 
Directors of Scoop shall be restructured to consist of David Rubner, Rand 
Bleimeister, Pessie Goldenberg, two representatives to be designated prior to 
the Closing by the Shareholders other than Messrs. Rubner and Goldenberg, and 
two independent directors who are mutually acceptable to both Scoop and the 
Shareholders.

          Section 1.5     PAYMENT TO PMD. At the Closing and as a condition to 
the Closing, Scoop will, by way of the payments referred to in the next 
sentence, pay to PMD Education Technologies Systems (1992) Ltd. ("PMD") 
$1,443,000 to discharge an obligation by MKID to PMD under the agreements 
between MKID and PMD dated January 1996 and April 1998 which are referred to 
in the MKID Disclosure Schedule.  PMD is a third party beneficiary of this 
Section 1.5 and is entitled to enforce it notwithstanding anything to the 
contrary in this Agreement; provided, however, that if the Closing does not 
occur, Scoop is under no obligation whatsoever to make any payments to PMD.  
The $1,443,000 amount will prior to the Closing be deposited into escrow with 
Shareholders' counsel out of the proceeds of the financing referred to in 
Section 7.1(b), and shall at the Closing be paid by such escrow agent 
directly to PMD.

                                    ARTICLE  II.
                                       
                    REPRESENTATIONS AND WARRANTIES OF MKID
                                       
          MKID hereby represents and warrants to Scoop as follows:

          Section 2.1     CORPORATE ORGANIZATION. 

                    (a)  MKID is a corporation duly organized, validly 
existing and in good standing under the laws of Israel. MKID has the 
corporate power and authority to own or lease all of its properties and 
assets and to carry on its business as it is now being conducted, and is duly 
licensed or qualified to do business in each jurisdiction in which the nature 
of the business conducted by it or the character or location of the 
properties and assets owned or leased by it makes such licensing or 
qualification necessary, except where the failure to be so licensed or 
qualified would not have or reasonably be expected to have a Material Adverse 
Effect (as defined below) on MKID.  As used in this Agreement, the term 
"Material Adverse Effect" means, with respect to MKID or Scoop, as the case 
may be, a material adverse effect on the business, results of operations or 
financial condition of such party or a material adverse effect on such 
party's ability to consummate the transactions contemplated hereby; provided, 
however, that in determining whether a Material Adverse Effect has occurred 
there shall be excluded any effect on the referenced party the cause of which 
is (i) any change in generally accepted accounting principles or (ii) any 
action or omission of MKID or Scoop taken with the prior written consent of 
Scoop or MKID, as applicable, in contemplation of the Transaction.  As used 
in this Agreement, the word "Subsidiary" when used with respect to any party 
means any corporation, partnership, limited liability company or other 
organization, whether incorporated or unincorporated, any equity interests of 
which are owned by such party, or which is consolidated with such party for 
financial reporting purposes.  The copies of the organizational documents of 
MKID which have previously been made available to Scoop are true, complete 
and correct copies of such documents as in effect as of the date of this 
Agreement.

                    (b)   MKID has no Subsidiaries.

          Section 2.2.    CAPITALIZATION.

                    (a)   The authorized capital stock of MKID consists of 
23,000 ordinary shares. At the close of business on March 31, 1998, there 
were 2,000 ordinary shares of MKID outstanding, no shares of MKID Preferred 
Stock outstanding and no shares of MKID held in MKID's treasury and, except 
for such shares, there were no other shares of MKID capital stock 
outstanding. All of the issued and outstanding ordinary shares of MKID have 
been duly authorized and validly issued and are fully paid, nonassessable and 
free of preemptive rights, with no personal liability attaching to the 
ownership thereof.  As of the date of this Agreement, except (i) as set forth 
in Section 2.2 of the disclosure schedule of MKID delivered to Scoop 
concurrently herewith (the "MKID Disclosure 

                                      2

<PAGE>


Schedule") and (ii) as set forth elsewhere in this Section 2.2(a), MKID does 
not have and is not bound by any outstanding subscriptions, options, 
warrants, calls, commitments or agreements of any character calling for the 
purchase or issuance of any ordinary shares or any other equity securities of 
MKID or any securities representing the right to purchase or otherwise 
receive any ordinary shares of MKID or any other equity securities of MKID, 
or requiring MKID to repurchase, redeem or otherwise acquire any shares of 
its capital stock.  There are no bonds, debentures, notes or other 
indebtedness of MKID having the right to vote (or convertible into, or 
exchangeable for, securities having the right to vote) on any matters on 
which stockholders of MKID may vote.  Except as set forth in Section 2.2 of 
the MKID Disclosure Schedule, MKID has not issued any shares of its capital 
stock.

                    (b)   [Omitted].

          Section 2.3.    AUTHORITY; NO VIOLATION.

                    (a)   MKID has full corporate power and authority to 
execute and deliver this Agreement and the other documents contemplated to be 
executed and delivered by MKID in connection with the transactions 
contemplated hereby (this Agreement together with such other documents, 
collectively, the "MKID Documents"), and to consummate the transactions 
contemplated hereby and thereby.  The execution and delivery of each of the 
MKID Documents and the consummation of the transactions contemplated hereby 
and thereby have been duly and validly approved by the Board of Directors of 
MKID.  The Transaction has been approved by the Board of Directors of MKID 
and the Shareholders, and no other corporate proceedings on the part of MKID 
are necessary to approve MKID Documents and to consummate the transactions 
contemplated hereby and thereby. Each of MKID Documents has been duly and 
validly executed and delivered by MKID and (assuming due authorization, 
execution and delivery by Scoop) this Agreement constitutes a valid and 
binding obligation of MKID, enforceable against MKID in accordance with its 
terms, except as enforcement may be limited by general principles of equity 
whether applied in a court of law or a court of equity and by bankruptcy, 
insolvency and similar laws affecting creditors' rights and remedies 
generally.

                    (b)   Except as set forth in Section 2.3 of the MKID 
Disclosure Schedule, neither the execution and delivery of MKID Documents by 
MKID nor the consummation by MKID of the transactions contemplated hereby and 
thereby, nor compliance by MKID with any of the terms or provisions hereof or 
thereof, will (i) violate any provision of the charter documents of MKID or 
(ii) assuming that the consents and approvals referred to in Section 2.4 are 
duly obtained, (x) violate any statute, code, ordinance, rule, regulation, 
judgment, order, writ, decree or injunction applicable to MKID or any of its 
properties or assets, or (y) violate, conflict with, result in a breach of 
any provision of or the loss of any benefit under, constitute a default (or 
an event which, with notice or lapse of time, or both, would constitute a 
default) under, result in the termination of or a right of termination or 
cancellation under, accelerate the performance required by, or result in the 
creation of any Lien upon any of the respective properties or assets of MKID 
under, any of the terms, conditions or provisions of any MKID Contract (as 
defined in Section 2.14) or any loan or credit agreement, note, bond, 
mortgage, indenture, deed of trust, license, lease, agreement or other 
instrument or obligation to which MKID is a party, or by which it or any of 
its properties or assets may be bound or affected, except (in the case of 
clause (ii) above) for such violations, conflicts, breaches or defaults 
which, either individually or in the aggregate, will not have and would not 
reasonably be expected to have a Material Adverse Effect on MKID.

          Section 2.4.    CONSENTS AND APPROVALS. Except for (i) the consents 
and approvals set forth in Section 2.4 of the MKID Disclosure Schedule, and 
(ii) the consents and approvals of third parties which are not Governmental 
Entities (as defined below), the failure of which to obtain will not have and 
would not be reasonably expected to have a Material Adverse Effect on MKID, 
no consents or approvals of, or filings or registrations with, any court, 
administrative agency or commission or other governmental authority or 
instrumentality (each a "Governmental Entity") or with any third party are 
necessary in connection with (A) the execution and delivery by MKID of MKID 
Documents and (B) the consummation by MKID of the Transaction and the other 
transactions contemplated hereby and thereby.

          Section 2.5     [OMITTED].

                                       3
<PAGE>
          Section 2.6.    REGULATORY DOCUMENTS.  MKID has timely filed all 
required reports, schedules, forms, statements and other documents with the 
Office of Chief Scientist of the Israeli Ministry of Trade and Industry and 
the Israel Investment Center.  None of such filings at the time of filing 
contained any untrue statement of a material fact or omitted to state any 
material required to be stated therein or necessary in order to make the 
statements therein, in light of the circumstances under which they were made, 
not misleading, except to the extent such statements have been modified or 
superseded by later filings with such entities.

          Section 2.7    FINANCIAL STATEMENTS; UNDISCLOSED LIABILITIES.  MKID 
has previously delivered to Scoop copies of (a) the audited consolidated 
balance sheets of MKID as of and for the fiscal years ended December 31, 1996 
and 1997 (collectively, the "MKID Balance Sheets") and the related audited 
statements of income, changes in shareholders' equity and cash flows, in each 
case accompanied by the audit report of Coopers & Lybrand LLP independent 
public accountants with respect to MKID.  Each of the balance sheets referred 
to in the previous sentence (including the related notes, where applicable) 
present fairly, in all material respects, the financial position of MKID as 
of the dates thereof, and the other financial statements referred to in the 
preceding sentence present fairly the results of MKID's operations and its 
cash flows for the respective periods therein set forth.  Each of such 
financial statements (including the related notes, where applicable) has been 
conformed to be in accordance with United States generally accepted 
accounting principles ("GAAP") consistently applied during the periods 
involved and are consistent with MKID's books and records.  Except for those 
liabilities that are fully reflected or reserved against on the consolidated 
balance sheet of MKID for the fiscal year ended December 31, 1997 included in 
the MKID Balance Sheets, and for liabilities incurred in the ordinary course 
of business consistent with past practice since December 31, 1997, MKID has 
not incurred any liability of any nature whatsoever (whether absolute, 
accrued, contingent or otherwise and whether due or to become due) that, 
either alone or when combined with all similar liabilities, has had, or would 
reasonably be expected to have, a Material Adverse Effect on MKID.

          Section 2.8     BROKER'S FEES.  The fees of any brokers or finders 
engaged by, or claiming right to payment through, MKID or the Shareholders 
shall be paid and discharged by the Shareholders.

          Section 2.9.    ABSENCE OF CERTAIN CHANGES OR EVENTS.  

                    (a)   Except as set forth in Section 2.9 of the MKID 
Disclosure Schedule , since December 31, 1997, no event (including, without 
limitation, any act of God) has occurred which has had or would reasonably be 
expected to have, individually or in the aggregate, a Material Adverse Effect 
on MKID.

                    (b)   Except as set forth in Section 2.9 of the MKID 
Disclosure Schedule, since December 31, 1997, MKID has carried on its 
business in all material respects in the ordinary course of business, and 
MKID has not: (i) except for normal increases in the ordinary course of 
business consistent with past practice and except as required by applicable 
law, increased the wages, salaries, compensation, pension or other fringe 
benefits or perquisites payable to any officer, director, employee or other 
person receiving compensation of any nature from MKID other than persons 
newly hired for such position, from the amount thereof in effect as of 
December 31, 1997, or granted any severance or termination pay, entered into 
any contract to make or grant any severance or termination pay, or paid any 
bonus, in each case to any such officer, director, employee or other person, 
other than pursuant to preexisting agreements or arrangements, (ii) made any 
declaration, setting aside or payment of any dividend or other distribution 
(whether in cash, stock or property) with respect to the capital stock of 
MKID, (iii) effectuated any split, combination or reclassification of any of 
MKID's capital stock or any issuance or the authorization of any issuance of 
any other securities in respect of, in lieu of or in substitution for, or 
giving the right to acquire by exchange or exercise, shares of its capital 
stock, (iv) made any change in its accounting methods, principles or 
practices, except insofar as may have been required to conform with GAAP; (v) 
suffered any strike, work stoppage, slow-down or other labor disturbance; 
(vi) incurred, assumed, or guaranteed any indebtedness or liability for or in 
respect of borrowed money; (vii) sold, leased, transferred or assigned any 
asset (tangible or intangible) of MKID except for a fair consideration and in 
the ordinary course of business; (viii) canceled, settled or compromised any 
claim or debt due to or owing to MKID, otherwise than in the ordinary course 
of business; (ix) waived or released any of its rights; (x) negotiated or 
executed any arrangement, agreement or understanding to which it is a party 
which cannot be terminated by it on notice of 30 days or less without cost or 
penalty; (xi) 
                                      4

<PAGE>


incurred any capital expenditure other than in the ordinary course of its 
business in an aggregate amount that exceeds $100,000; (xii) acquired or 
agreed to acquire in any manner, including by way of merger, consolidation, 
purchase of an equity interest or assets, any business or any corporation, 
partnership, association or other business organization or division thereof; 
or (xiii) entered into any other material transaction, contract or commitment 
other than in the ordinary course of business.

          Section 2.10.   LEGAL PROCEEDINGS.

                    (a)   Except as set forth in Section 2.10 of the MKID 
Disclosure Schedule, MKID is not a party to any, and there are no pending or, 
to the best of MKID's knowledge after due inquiry, threatened, legal, 
administrative, arbitral or other proceedings, claims, actions or 
governmental or regulatory investigations of any nature against MKID or 
challenging the validity or propriety of the transactions contemplated by the 
MKID Documents as to which there is a reasonable probability of an adverse 
determination and which, if adversely determined, would, individually or in 
the aggregate, have or reasonably be expected to have a Material Adverse 
Effect on MKID.

                    (b)   There is no injunction, order, judgment, decree or 
regulatory restriction imposed upon MKID or the assets of MKID which has had, 
or would reasonably be expected to have, a Material Adverse Effect on MKID.

          Section 2.11.   TAXES AND TAX RETURNS.

                    (a)   MKID has timely filed or caused to be filed, and 
has heretofore furnished to MKID true and complete copies of, any returns, 
declarations, reports, estimates, information returns and statements required 
to be filed under federal, state, local or any foreign tax laws ("Tax 
Returns") with respect to MKID, except where the failure to file timely such 
Tax Returns would not have and would not reasonably be expected to have a 
Material Adverse Effect on MKID.  All Taxes due, whether or not shown to be 
due on such Tax Returns, have been paid or adequate reserves have been 
established for the payment of such Taxes, except where the failure to pay or 
establish adequate reserves would not have and would not reasonably be 
expected to have a Material Adverse Effect on MKID.  Except as set forth in 
Section 2.11 of the MKID Disclosure Schedule, no material (i) audit or 
examination of any Tax Return with respect to MKID is currently in progress 
or has been conducted and MKID has not received notice of any proposed audit 
or examination, (ii) deficiencies for any taxes have been proposed, asserted 
or assessed or (iii) refund litigation with respect to any Tax Return is 
pending. All material Tax Returns filed by MKID are complete and accurate in 
all material respects.  Since the date of the financial statements furnished 
to Scoop pursuant to Section 2.7 hereof, MKID has not incurred any liability 
for taxes other than in the ordinary course of business.  Except as set forth 
in Section 4.3 of the MKID Disclosure Schedule, to the best knowledge of MKID 
after due inquiry, no event has occurred, and no condition or circumstance 
exists, which presents a material risk that any material tax described in the 
preceding sentence will be imposed upon MKID.  To the best knowledge of MKID 
after due inquiry, no deficiencies for any taxes have been proposed, asserted 
or assessed against MKID, and no requests for waivers of the time to assess 
any such taxes are pending.

                    (b)   [Omitted].

                    (c)   For purposes of this Agreement, "Taxes" shall mean 
all taxes, charges, fees, levies or other assessments, including, without 
limitation, all net income, gross income, gross receipts, sales, use, ad 
valorem, goods and services, capital, transfer, franchise, profits, license, 
withholding, payroll, employment, employer health, excise, estimated, 
severance, stamp, occupation, property or other taxes, customs duties, fees, 
assessments or charges of any kind whatsoever, together with any interest and 
any penalties, additions to tax or additional amounts imposed by any taxing 
authority.

                                      5

<PAGE>

          Section 2.12.   EMPLOYEES.

                    (a)   Section 2.12 of the MKID Disclosure Schedule sets 
forth a true and complete list of each employee benefit plan, arrangement or 
agreement that is maintained as of the date of this Agreement (the "Plans") 
by MKID. Since December 31, 1997, the date of MKID's most recent audited 
financial statements, there has not been any adoption or amendment in any 
material respect of any of the Plans.

                    (b)   Except as set forth in Section 2.12 of the MKID 
Disclosure Schedule, the execution of, and performance of the transactions 
contemplated in, this Agreement will not (either alone or upon the occurrence 
of any additional or subsequent events) constitute an event under any Plan or 
any policy or arrangement or any employment, severance or other agreement or 
any trust or loan that will or may result in any payment (whether of 
severance pay or otherwise), acceleration, forgiveness of indebtedness, 
vesting, distribution, increase in benefits or obligation to fund benefits 
with respect to any employee, officer or director.  The only severance 
agreements or severance policies applicable to MKID are the agreements and 
policies specifically referred to in Section 2.12 of the MKID Disclosure 
Schedule, and there are no other employment or severance contracts or other 
agreements requiring payments to be made on a change of control or otherwise 
as a result of the consummation of any of the transactions hereunder.

          Section 2.13.   COMPLIANCE WITH APPLICABLE LAW. Except as disclosed 
in Section 2.13 of the MKID Disclosure Schedule, MKID holds, and has at all 
times held, all material licenses, franchises, permits and authorizations 
necessary for the lawful conduct of its business under and pursuant to all, 
and has complied with and is not in default in any material respect under 
any, applicable law, statute, order, rule, regulation, policy and/or 
guideline of any Governmental Entity relating to MKID, except where the 
failure to hold such license, franchise, permit or authorization or such 
noncompliance or default would not, individually or in the aggregate, have or 
reasonably be executed to have a Material Adverse Effect on MKID, and MKID 
does not know of, and has not received notice of, any violations of any of 
the above which, individually or in the aggregate, would have or would 
reasonably be expected to have a Material Adverse Effect on MKID.

          Section 2.14.   CERTAIN CONTRACTS.

                    (a)   Except as set forth in Section 2.14 of the MKID 
Disclosure Schedule, MKID is not a party to and is not bound by any contract, 
arrangement, commitment or understanding (whether written or oral) (i) which 
is a material contract (as defined in Item 601(b)(10) of Regulation S-K of 
the SEC) to be performed after the date of this Agreement, (ii) which 
materially restricts the conduct of any line of business by MKID, (iii) 
evidencing or concerning any loan or credit agreements, notes, bonds, 
mortgages, indentures and other agreements and instruments pursuant to which 
any indebtedness of MKID is evidenced or (iv) with or to a labor union or 
guild (including any collective bargaining agreement).  MKID has made 
available to MKID true and correct copies of all employment, consulting and 
deferred compensation agreements to which MKID is a party.  Each contract, 
arrangement, commitment or understanding of the type described in this 
Section 2.14, other than MKID Documents, whether or not set forth in Section 
2.14 of the MKID Disclosure Schedule, is referred to herein as a "MKID 
Contract," and MKID does not know of, and has not received notice of, any 
violation of the above by any of the other parties thereto which, 
individually or in the aggregate, would have or would reasonably be expected 
to have a Material Adverse Effect on MKID.

                    (b)  (i) Each MKID Contract is valid and binding and in 
full force and effect, (ii) MKID has in all material respects performed all 
obligations required to be performed by it to date under each MKID Contract, 
(iii) no event or condition exists which constitutes or, after notice or 
lapse of time or both, would constitute a default on the part of MKID under 
any such MKID Contract, except, in each case, where such invalidity, failure 
to be binding, failure to so perform or default, individually or in the 
aggregate, would not have or reasonably be expected to have a Material 
Adverse Effect on MKID and (iv) except as disclosed in Section 2.14 of the 
MKID Disclosure Schedule, MKID has received all payments due MKID under the 
MKID Contracts.


                                       6

<PAGE>

          Section 2.15.   ENVIRONMENTAL LIABILITY. Except as set forth in 
Section 2.15 of the MKID Disclosure Schedule, there are no legal, 
administrative, arbitral or other proceedings, claims, actions, causes of 
action, private environmental investigations or remediation activities or 
governmental investigations of any nature seeking to impose, or that 
reasonably could be expected to result in the imposition, on MKID of any 
liability or obligation arising under common law standards relating to 
environmental protection, human health or safety, or under any local, state 
or federal environmental statute, regulation or ordinance, including, without 
limitation, the Comprehensive Environmental Response, Compensation and 
Liability Act of 1980, as amended (collectively, the "Environmental Laws"), 
pending or, to the best knowledge of MKID after due inquiry, threatened, 
against MKID, which liability or obligation would have or would reasonably be 
expected to have a Material Adverse Effect on MKID.  To the best knowledge of 
MKID after due inquiry, there is no reasonable basis for any such proceeding, 
claim, action or governmental investigation that would impose any liability 
or obligation that would have or would reasonably be expected to have a 
Material Adverse Effect on MKID.  To the best knowledge of MKID after due 
inquiry, during or prior to the period of (i) its ownership or operation of 
any of its current properties, (ii) its participation in the management of 
any property, or (iii) its holding of a security interest or other interest 
in any property, there were no releases or threatened releases of hazardous, 
toxic, radioactive or dangerous materials or other materials regulated under 
Environmental Laws in, on, under or affecting any such property.  MKID is not 
subject to any agreement, order, judgment, decree, letter or memorandum by or 
with any court, governmental authority, regulatory agency or third party 
imposing any material liability or obligation pursuant to or under any 
Environmental Law that would have or would reasonably be expected to have a 
Material Adverse Effect on MKID.

          Section 2.16.   TITLE TO PROPERTIES; CONDITION OF PROPERTIES. 
Section 2.16 of the MKID Disclosure Schedule lists and reasonably describes 
all real property used in MKID's business.  Except as set forth on the MKID 
Disclosure Schedule:  MKID has good, valid and marketable title (in fee 
simple absolute in the case of real property) to all properties and assets 
used in its business, except for leased properties and assets; none of those 
owned properties is subject to any mortgage, deed of trust, pledge, lien, 
claim, charge, equity, covenant, condition, restriction, easement, 
right-of-way or encumbrance, except (i) liens, claims, charges and 
encumbrances disclosed, or reserved against, in the MKID Balance Sheets, (ii) 
liens for current taxes not yet due and payable, and (iii) minor 
imperfections of title not material (individually or in the aggregate) and 
not materially detracting from the value, or the use MKID make, of the 
property in question.

          Section 2.17.   REAL PROPERTY. [Omitted].

          Section 2.18.   TERMINATION OF BUSINESS RELATIONSHIPS. No supplier 
of MKID, and no person presently a customer, agent, employee or independent 
contractor, licensor or licensee of MKID, has evidenced to MKID any intention 
to cancel or otherwise terminate its business relationship with MKID. No 
employee of MKID has notified it of his or her intent or desire to terminate 
employment.

          Section 2.19.   CONDITION OF BUILDINGS AND PERSONAL PROPERTY. All 
of the buildings, fixtures, machinery and equipment owned or used by MKID are 
in good operating condition and repair, and comply in all material respects 
with applicable zoning, building and fire codes.  Each building and each such 
item of personal property is covered by one of the insurance policies 
referred to in Section 2.20.

          Section 2.20.   INSURANCE. MKID has valid, outstanding and 
enforceable policies of insurance issued by reputable insurers covering its 
properties, assets and business against risks of the nature normally insured 
against by persons in the same or similar lines of business, in coverage 
amounts normally carried by such persons and in any event sufficient to avoid 
MKID being liable as co-insurer.  MKID has had general third-party liability 
coverage continuously in effect for at least three years.  Section 2.20 of 
the MKID Disclosure Schedule generally describes the insurance policies under 
which MKID is the named insured.  All such policies will remain in effect at 
least through the Closing.

          Section 2.21.   ALL BUSINESS CONDUCTED BY MKID. The business and 
operations of MKID are conducted exclusively by it, and not by any other 
business entity whether or not affiliated with MKID.

                                      7 

<PAGE>

          Section 2.22.   TRADE SECRETS, PATENTS, COPYRIGHTS, TRADEMARKS, 
SERVICE MARKS, TRADE NAMES, KNOW-HOW. Section 2.22 of the MKID Disclosure 
Schedule contains information (including where applicable the federal 
registration number and the date of registration or application for 
registration and the name in which registration was applied for) concerning:  
(i) trade secrets, patents, copyrights, trademarks, trade names and service 
marks, and all currently pending applications for any thereof (collectively 
"Proprietary Matter"), held by MKID or any person affiliated with MKID; (ii) 
any licenses granted by MKID to others under any Proprietary Matter; and 
(iii) any licenses granted to MKID relating to any Proprietary Matter owned 
by others.  None of MKID's Proprietary Matter is, to its knowledge, being 
infringed upon by any other person or entity and no proceedings have been 
instituted or threatened (or, to the best of MKID's knowledge after due 
inquiry, are pending) that challenge the validity of the ownership or use of 
any Proprietary Matter by MKID.  MKID owns (or possesses adequate and 
enforceable licenses or other rights to use) all Proprietary Matter now used 
or proposed to be used in its business and MKID has not received any notice 
of conflict with the asserted rights of others with respect to any 
Proprietary Matter.  To the best of its knowledge, MKID's Proprietary Matter 
is, and has at all times been, maintained on a confidential "need-to-know" 
basis.  None of MKID's confidential information has been misappropriated from 
others.  Subject to payment therefor at the Closing, MKID has obtained from 
PMD complete right, title and interest to all intellectual property 
referenced in that certain agreement dated January 21, 1996 between Scoop and 
PMD.

          Section 2.23.   GRANTS, INCENTIVES AND SUBSIDIES.

                    (a)   Section 2.23 of the MKID Disclosure Schedule 
provides a complete list of all grants, incentives and subsidies ("Grants") 
from the government of the State of Israel or any agency thereof to MKID, 
including, without limitation, (i) Approved Enterprise Status and (ii) grants 
from the officer of the Chief Scientist.  Correct copies of all applications 
submitted by MKID to the Investment Center for receipt of Approved Enterprise 
Status in accordance with the Encouragement of Capital Investments Law--1959 
("Investment Center") and of all letters of approval, and supplements 
thereto, granted to MKID by the Investment Center will be made available to 
Scoop upon request.

                    (b)   Section 2.23 of the MKID Disclosure Schedule lists 
each tax incentive to which MKID is entitled under the laws of the State of 
Israel, the period for which such tax incentive applies, and the nature of 
such tax incentive.

                                 ARTICLE III.
                                       
              REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
                                       
          Section 3.1.    STOCK OWNERSHIP; RESIDENCE.

                    (a)   Each Shareholder is and will be immediately prior 
to the Closing the lawful owner, of record and beneficially, of the entire 
right, title and interest in and to the number of MKID Shares set forth in 
Section 2.2 of the MKID Disclosure Schedule, free and clear of all 
encumbrances and other restrictions of every character, except such 
restrictions as may arise under applicable federal and state securities laws 
and regulations.

                    (b)   The MKID Shares are legally and validly authorized 
and issued, fully paid and nonassessable, and none of such shares were issued 
in violation of the preemptive rights of any person.

                    (c)   Delivery of the MKID Shares at the Closing will 
vest title to the MKID Shares in Scoop, free and clear of any encumbrances 
and restrictions or rights of third parties of every character.

                    (d)   Each of the Shareholders' principal residence has 
previously been provided to Scoop.


                                       8

<PAGE>

          Section 3.2.    AUTHORIZATION. Each Shareholder has necessary power 
(corporate or otherwise) power and authority to enter into this Agreement and 
has taken all action necessary to consummate the transactions contemplated 
hereby and to perform its obligations hereunder.  This Agreement has been 
duly executed and delivered by each of the Shareholders and is a valid and 
binding obligation of each of the Shareholders, enforceable against each of 
them in accordance with its terms, except as enforcement may be limited by 
general principles of equity whether applied in a court of law or a court of 
equity and by bankruptcy, insolvency and similar laws affecting creditors' 
rights and remedies generally.

          Section 3.3.    Securities Act Representations.

                    (a)   Each Shareholder represents that he or it 
understands that the Common Stock and Preferred Stock (collectively, the 
"Scoop Stock") to be issued and delivered to him at Closing pursuant to this 
Agreement will not have been registered pursuant to the registration 
requirements of the Securities Act and that the resale of all shares of Scoop 
Stock is subject to Rule 145 of the rules and regulations thereunder.  Each 
Shareholder represents that he or it is acquiring the Scoop Stock for its own 
account, not as a nominee or agent, and not with a view to the distribution 
thereof in violation of applicable securities laws.  Each Shareholder has 
been advised that as of the date hereof he may be deemed to be an "affiliate" 
of Scoop, as that term is defined for purposes of paragraphs (c) and (d) of 
Rule 144 and 145 and each Shareholder represents that he or it has been 
advised that, as a result, the Scoop Stock must be held indefinitely unless a 
sale of the Scoop Stock is made in conformity with the volume and other 
limitations of Rule 145 promulgated by the Securities and Exchange Commission 
(the "Commission") under the Securities Act. Each Shareholder further 
represents that he or it has been advised that since the Scoop Stock has not 
been registered under the Securities Act, the Scoop Stock must be held 
indefinitely unless (i) the distribution of the Scoop Stock has been 
registered under the Securities Act, (ii) a sale of the Scoop Stock is made 
in conformity with the holding period, volume and other limitations of Rule 
144 promulgated by the Commission under the Securities Act, or (iii) in the 
opinion of counsel reasonably acceptable to Scoop, some other exemption from 
registration is available with respect to any proposed sale, transfer or 
other disposition of the Scoop Stock.

                    (b)   Each Shareholder represents that he or it has been 
advised and understands that stop transfer instructions will be given to 
Scoop's transfer agents with respect to the Scoop Stock and that a legend 
setting forth the applicable restrictions on transfer, if any, will be placed 
on the certificates for the Scoop Stock issuable under Section 1.1, or any 
substitutions therefor.

                    (c)   Each Shareholder represents that he or it is an 
"accredited investor" as such term is defined under Regulation D promulgated 
under the Securities Act and that he or it has such knowledge and experience 
in financial and business affairs that he or it is capable of evaluating, 
alone, the merits and risks of an investment in Scoop.  Each Shareholder 
represents that he or it has received and reviewed copies of the most recent 
annual report on Form 10-KSB filed by Scoop under the Securities Exchange Act 
of 1934, as amended (the "Exchange Act").  Each Shareholder represents that 
he or it has had an opportunity to ask questions and receive answers 
concerning the terms of this Agreement and the foregoing information provided 
by Scoop and to obtain any other information from Scoop such Shareholder 
deems necessary or appropriate in connection with evaluating the merits of an 
investment in Scoop.


                                      9

<PAGE>

                    (d)   Each Shareholder represents that he has carefully 
read this Section 3.3 and discussed its requirements and other applicable 
limitations upon his ability to sell, transfer or otherwise dispose of the 
Scoop Stock to the extent he felt necessary with his counsel and will not 
make any sale, transfer or other disposition of the Scoop Stock in violation 
of the Securities Act or the rules and regulations thereunder.

                                  ARTICLE IV.
                                       
                    REPRESENTATIONS AND WARRANTIES OF SCOOP
                                       
          Scoop hereby represents and warrants to MKID and the Shareholders as
follows:

          Section 4.1.    CORPORATE ORGANIZATION. Scoop is a corporation duly 
organized, validly existing and in good standing under the laws of the State 
of Delaware.  Scoop has the corporate power and authority to own or lease all 
of its properties and assets and to carry on its business as it is now being 
conducted, and is duly licensed or qualified to do business in each 
jurisdiction in which the nature of the business conducted by it or the 
character or location of the properties and assets owned or leased by it 
makes such licensing or qualification necessary, except where the failure to 
be so licensed or qualified would not have or reasonably be expected to have 
a Material Adverse Effect on Scoop.  The copies of the Certificate of 
Incorporation and Bylaws of Scoop, which have previously been made available 
to MKID, are true, complete and correct copies of such documents as in effect 
as of the date of this Agreement.

          Section 4.2.    CAPITALIZATION. The authorized capital stock of 
Scoop consists of 20,000,000 shares of common stock, par value $.001 per 
share ("Scoop Common Stock") and 5,000,000 shares of preferred stock ("Scoop 
Preferred Stock").  At the close of business on March 31, 1998, there were 
5,501,214 shares of Scoop Common Stock outstanding, no shares of Scoop 
Preferred Stock designated, and no shares of Scoop Common Stock held in 
Scoop's treasury and, except for such shares, there were no other shares of 
Scoop capital stock outstanding.  On March 31, 1998, 1,475,000 shares of 
Scoop Common Stock were available for issuance under the 1996 Stock Incentive 
Plan of Scoop, Inc. (the "Scoop Stock Option Plan"), and no shares of Scoop 
capital stock were reserved for any other purpose, except for shares reserved 
with respect to the options and warrants set forth in Section 4.2 of the 
disclosure schedule of Scoop delivered to MKID concurrently herewith (the 
"Scoop Disclosure Schedule").  All of the issued and outstanding shares of 
the Scoop Common Stock have been duly authorized and validly issued and are 
fully paid, nonassessable and free of preemptive rights, with no personal 
liability attaching to the ownership thereof.  As of the date of this 
Agreement, except (i) as set forth in Section 4.2 of the Scoop Disclosure 
Schedule or as set forth elsewhere in this Section 4.2, Scoop does not have 
and is not bound by any outstanding subscriptions, options, warrants, calls, 
commitments or agreements of any character calling for the purchase or 
issuance of any shares of Scoop Common Stock or Scoop Preferred Stock or any 
other equity securities of Scoop or any securities representing the right to 
purchase or otherwise receive any shares of Scoop Common Stock or Scoop 
Preferred Stock or any other equity securities of Scoop.  There are no bonds, 
debentures, notes or other indebtedness of Scoop having the right to vote (or 
convertible into, or exchangeable for, securities having the right to vote) 
on any matters on which shareholders of Scoop may vote.   Except as set forth 
in Section 4.2 of the Scoop Disclosure Schedule, since December 31, 1997, 
Scoop has not issued any shares of its capital stock or any securities 
convertible into or exercisable for any shares of its capital stock, other 
than pursuant to the exercise of employee stock options granted prior to such 
date and as disclosed in Section 4.2 of the Scoop Disclosure Schedule.  The 
shares of Scoop Common Stock to be issued pursuant to the Transaction will be 
duly authorized and validly issued and, at the Closing, all such shares will 
be fully paid, nonassessable and free of preemptive rights, with no personal 
liability attaching to the ownership thereof.

          Section 4.3.    AUTHORITY; NO VIOLATION.

                    (a)   Scoop has full corporate power and authority to 
execute and deliver this Agreement and the other documents contemplated to be 
executed and delivered by Scoop in connection with the transactions 
contemplated hereby (this Agreement, together with such other documents, 
collectively, the "Scoop Documents") and to consummate the transactions 
contemplated hereby and thereby. The execution and delivery of 


                                      10

<PAGE>
each of Scoop Documents and the consummation of the transactions contemplated 
hereby and thereby have been duly and validly approved by the Board of 
Directors of Scoop and no other corporate proceedings on the part of Scoop 
are necessary to approve Scoop Documents and to consummate the transactions 
contemplated hereby and thereby except for obtaining the approval of Scoop's 
shareholders.  Each of Scoop Documents has been duly and validly executed and 
delivered by Scoop and (assuming due authorization, execution and delivery by 
Scoop) this Agreement constitutes a valid and binding obligation of Scoop, 
enforceable against Scoop in accordance with its terms, except as enforcement 
may be limited by general principles of equity whether applied in a court of 
law or a court of equity and by bankruptcy, insolvency and similar laws 
affecting creditors' rights and remedies generally.

                    (b)   Neither the execution and delivery of Scoop 
Documents by Scoop nor the consummation by Scoop of the transactions 
contemplated hereby and thereby, nor compliance by Scoop with any of the 
terms or provisions hereof or thereof, will (i) violate any provision of the 
Certificate of Incorporation or Bylaws of Scoop, (ii) violate any statute, 
code, ordinance, rule, regulation, judgment, order, writ, decree or 
injunction applicable to Scoop or any of its properties or assets, or (iii) 
violate, conflict with, result in a breach of any provision of or the loss of 
any benefit under, constitute a default (or an event which, with notice or 
lapse of time or both, would constitute a default) under, result in the 
termination of or a right of termination or cancellation under, accelerate 
the performance required by, or result in the creation of any Lien upon any 
of the properties or assets of Scoop under, any of the terms, conditions or 
provisions of any loan or credit agreement, note, bond, mortgage, indenture, 
deed of trust, license, lease, agreement or other instrument or obligation to 
which Scoop is a party, or by which Scoop or any of its properties or assets 
may be bound or affected, except (in the case of clause (ii) and (iii) above) 
for such violations, conflicts, breaches or defaults which either 
individually or in the aggregate will not have and would not reasonably be 
expected to have a Material Adverse Effect on Scoop, or which are disclosed 
in Section 4.3(b) of the Scoop Disclosure Schedule.

          Section 4.4.    CONSENTS AND APPROVALS. No consents or approvals 
of, or filings or registrations with, any Governmental Entity or any third 
party are necessary in connection with (A) the execution and delivery by 
Scoop of Scoop Documents and (B) the consummation by Scoop of the Transaction 
and the other transactions contemplated hereby and thereby, except for such 
filings and approvals as may be required by Scoop or the Shareholders under 
Delaware law, with the SEC (proxy statement) or with Nasdaq (list additional 
shares) in respect of the Transaction or which are disclosed in Section 4.4 
of the Scoop Disclosure Schedule.

          Section 4.5.    VOTE REQUIRED. The affirmative vote of at least a 
majority of the outstanding shares of Scoop Common Stock is the only vote of 
the holders of any class or series of Scoop's capital stock necessary (under 
applicable law or otherwise) to approve the Scoop Vote Matters (as defined in 
the next sentence).  The "Scoop Vote Matters" shall mean (i) a proposal to 
approve this Agreement and the transactions contemplated hereby, (ii) a 
proposal to approve an amendment to Scoop's Certificate of Incorporation to 
increase the number of authorized shares of Scoop Common Stock to at least 
40,000,000 and to effect a reverse split (at least 1 for 4) of Scoop Common 
Stock and (iii) a proposal to approve the issuance of securities of the 
Company in connection with the offering by the Company referred to in Section 
7.1(b) hereof.

          Section 4.6.    SEC DOCUMENTS; FINANCIAL STATEMENTS; UNDISCLOSED 
LIABILITIES. Scoop has timely filed all required reports, schedules, forms, 
statements and other documents with the SEC since April 9, 1997 (the "Scoop 
SEC Documents"). All of the Scoop SEC Documents (other than preliminary 
material), as of their respective filing dates, complied in all material 
respects with all applicable requirements of the Securities Act and the 
Exchange Act and, in each case, the rules and regulations promulgated 
thereunder applicable to such Scoop SEC Documents.  None of the Scoop SEC 
Documents at the time of filing contained any untrue statement of a material 
fact or omitted to state any material fact required to be stated therein or 
necessary in order to make the statements therein, in light of the 
circumstances under which they were made, not misleading, except to the 
extent such statements have been modified or superseded by later filed Scoop 
SEC Documents.  The consolidated financial statements of Scoop included in 
the Scoop SEC Documents complied as to form in all material respects with 
applicable accounting requirements and the published rules and regulations of 
the SEC with respect thereto, have been prepared in accordance with GAAP 
(except, in the case of unaudited statements, as permitted by Form 10-QSB of 
the SEC) applied on a consistent basis during the periods involved (except as 
may be indicated in the notes 

                                       11
<PAGE>

thereto) and fairly presented, in accordance with the applicable requirements 
of GAAP, the consolidated financial position of Scoop as of the dates thereof 
and the consolidated results of operations and cash flows for the periods 
then ended (subject, in the case of unaudited statements, to normal year-end 
audit adjustments).  Except for those liabilities that (i) are fully 
reflected or reserved against on the consolidated balance sheet of Scoop 
included in the Scoop Form 10-KSB for the year ended December 31, 1997, (ii) 
were incurred in the ordinary course of business consistent with past 
practice since December 31, 1997 or (iii) are disclosed in Section 4.6 of the 
Scoop Disclosure Schedule, Scoop has not incurred any liability of any nature 
whatsoever (whether absolute, accrued, contingent or otherwise and whether 
due or to become due) that, either alone or when combined with all similar 
liabilities, has had, or would reasonably be expected to have, a Material 
Adverse Effect on Scoop.  The books and records of Scoop have been, and are 
being, maintained in all material respects in accordance with GAAP and any 
other applicable legal and accounting requirements and reflect only actual 
transactions.

          Section 4.7.    BROKER'S FEES. Except as disclosed in Section 4.7 
of the Scoop Disclosure Schedule, neither Scoop nor any of its officers or 
directors has employed any broker or finder or incurred any liability for any 
broker's fees, commissions or finder's fees in connection with any of the 
transactions contemplated by the Scoop Documents. The fees payable to the 
brokers and/or finders set forth in Section 4.7 of the Scoop Disclosure 
Schedule shall be paid by the Shareholders.

          Section 4.8.    ABSENCE OF CERTAIN CHANGES OR EVENTS.

                    (a)   Except as publicly disclosed in Scoop SEC Documents 
filed prior to the date hereof, since December 31, 1997, no event (including, 
without limitation, any act of God) has occurred which has had or would 
reasonably be expected to have, individually or in the aggregate, a Material 
Adverse Effect on Scoop.

                    (b)   Except as set forth in Section 4.8 of the Scoop 
Disclosure Schedule or as publicly disclosed in Scoop SEC Documents filed 
prior to the date hereof, since December 31, 1997, Scoop has carried on its 
business in all material respects in the ordinary course of business, and 
Scoop has not (i) except for normal increases in the ordinary course of 
business consistent with past practice and except as required by applicable 
law, increased the wages, salaries, compensation, pension or other fringe 
benefits or perquisites payable to any named executive officer (within the 
meaning of Regulation S-K of the SEC) or director, other than persons newly 
hired for such positions, from the amount thereof in effect as of December 
31, 1997, or granted any severance or termination pay, entered into any 
contract to make or grant any severance or termination pay, or paid any 
bonus, in each case to any such named executive officer or director, other 
than pursuant to preexisting agreements or arrangements; (ii) made any 
declaration, setting aside or payment of any dividend or other distribution 
(whether in cash, stock or property) with respect to any of Scoop's capital 
stock; (iii) effectuated any split, combination or reclassification of any of 
Scoop's capital stock or any issuance or the authorization of any issuance of 
any other securities in respect of, in lieu of or in substitution for, or 
giving the right to acquire by exchange or exercise, shares of its capital 
stock; (iv) made any change in accounting methods, principles or practices by 
Scoop, except insofar as may have been disclosed in the Scoop SEC Documents 
or required by a change in GAAP; or (v) suffered any strike, work stoppage, 
slow-down or other labor disturbance. As of the date of this Agreement, Rand 
Bleimeister is the only employee of Scoop who receives annual compensation in 
an amount exceeding $100,000.  The terms of Mr. Bleimeister's employment 
arrangement are set forth in Section 4.8 of the Scoop Disclosure Schedule.

          Section 4.9.    LEGAL PROCEEDINGS.

                    (a)   Except as set forth in Section 4.9(a) of the Scoop
Disclosure Schedule or as publicly disclosed in Scoop SEC Documents filed prior
to the date hereof, Scoop is not a party to any, and there are no pending or,
to the best of Scoop's knowledge after due inquiry, threatened, legal,
administrative, arbitral or other proceedings, claims, actions or governmental
or regulatory investigations of any nature against Scoop or challenging the
validity or propriety of the transactions contemplated by the Scoop Documents
as to which there is a reasonable probability of an adverse determination and
which, if adversely determined, would, individually or in the aggregate, have
or reasonably be expected to have a Material Adverse Effect on Scoop.


                                     12



<PAGE>

                    (b)   There is no injunction, order, judgment, decree, or 
regulatory restriction imposed upon Scoop or the assets of Scoop which has 
had, or would reasonably be expected to have, a Material Adverse Effect on 
Scoop.
          Section 4.10.   TAXES AND TAX RETURNS.

                    (a)   Scoop has timely filed or caused to be filed (or 
has timely filed for an extension for the filing of) all Tax Returns with 
respect to Scoop, except where the failure to file timely such Tax Returns 
would not have and would not reasonably be expected to have a Material 
Adverse Effect on Scoop.  All Taxes due, whether or not shown to be due on 
such Tax Returns, have been paid or adequate reserves have been established 
for the payment of such Taxes, except where the failure to pay or establish 
adequate reserves would not have and would not reasonably be expected to have 
a Material Adverse Effect on Scoop.  No material (i) audit or examination, 
(ii) deficiencies for any taxes have been proposed, asserted or assessed or 
(iii) refund litigation with respect to any Tax Return is pending.  All 
material Tax Returns filed by Scoop are complete and accurate in all material 
respects.    Since the date of the financial statements most recently filed 
in Scoop SEC Documents, Scoop has not incurred any liability for taxes other 
than in the ordinary course of business. To the best knowledge of Scoop after 
due inquiry, no event has occurred, and no condition or circumstance exists, 
which presents a material risk that any material tax described in the 
preceding sentence will be imposed upon Scoop. To the best knowledge of Scoop 
after due inquiry, no deficiencies for any taxes have been proposed, asserted 
or assessed against Scoop, and no requests for waivers of the time to assess 
any such taxes are pending.

          Section 4.11.   EMPLOYEES.

                    (a)   Section 4.11(a) of the Scoop Disclosure Schedule 
sets forth a true and complete list of each employee benefit plan, 
arrangement or agreement that is maintained as of the date of this Agreement 
(the "Scoop Plans") by Scoop or by any trade or business, whether or not 
incorporated (a "Scoop ERISA Affiliate"), all of which together with Scoop 
would be deemed a "single employer" within the meaning of Section 4001 of 
ERISA.

                    (b)   Scoop shall make available to MKID true and 
complete copies of each of the Scoop Plans and all related documents, 
including but not limited to (i) the actuarial report for such Scoop Plan (if 
applicable) for each of the last two years, and (ii) the most recent 
determination letter from the Internal Revenue Service (if applicable) for 
such Scoop Plan.

                    (c)   Except as set forth in Section 4.11(c) of the Scoop 
Disclosure Schedule, (i) each of the Scoop Plans has been operated and 
administered in accordance with applicable laws, including but not limited to 
ERISA and the Code, (ii) each of the Scoop Plans intended to be "qualified" 
within the meaning of Section 401(a) of the Code is so qualified, (iii) with 
respect to each Scoop Plan which is subject to Title IV of ERISA, the present 
value of accrued benefits under such Scoop Plan, based upon the actuarial 
assumptions used for funding purposes in the most recent actuarial report 
prepared by such Scoop Plan's actuary with respect to such Scoop Plan, did 
not, as of its latest valuation date, exceed the then current value of the 
assets of such Scoop Plan allocable to such accrued benefits, (iv) no Scoop 
Plan provides benefits, including without limitation death or medical 
benefits (whether or not insured), with respect to current or former 
employees of Scoop or any Scoop ERISA Affiliate beyond their retirement or 
other termination of service, other than (w) coverage mandated by applicable 
law, (x) death benefits or retirement benefits under any "employee pension 
plan," as that term is defined in Section 3(2) of ERISA, (y) deferred 
compensation benefits accrued as liabilities on the books of Scoop or the 
Scoop ERISA Affiliates or (z) benefits the full cost of which is borne by the 
current or former employee (or his beneficiary), (v) no liability under Title 
IV of ERISA has been incurred by Scoop or any Scoop ERISA Affiliate that has 
not been satisfied in full, and no condition exists that presents a material 
risk to Scoop or any Scoop ERISA Affiliate of incurring a material liability 
thereunder, (vi) no Scoop Plan is a multiemployer pension plan," as such term 
is defined in Section 3(37) of ERISA, (vii) all contributions or other 
amounts payable by Scoop as of the Closing with respect to each Scoop Plan in 
respect of current or prior plan years have been paid or accrued in 
accordance with generally accepted accounting practices and Section 412 of 
the Code, (viii) since October 1, 1997 neither Scoop nor

                                      13
<PAGE>

any Scoop ERISA Affiliate has engaged in a transaction in connection with 
which Scoop or any Scoop ERISA Affiliate could be subject to either a 
material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or 
a material tax imposed pursuant to Section 4975 or 4976 of the Code, and (ix) 
to the best knowledge of Scoop after due inquiry there are no pending, 
threatened or anticipated claims (other than routine claims for benefits) by, 
on behalf of or against any of the Scoop Plans or any trusts related thereto 
which would, individually or in the aggregate, have or be reasonably expected 
to have a Material Adverse Effect on Scoop.

                    (d)   Except as set forth in Section 4.11(d) of the Scoop 
Disclosure Schedule, the execution of, and performance of the transactions 
contemplated in, this Agreement will not (either alone or upon the occurrence 
of any additional or subsequent events) constitute an event under any Plan or 
any policy or arrangement, any employment, severance or other agreement or 
any trust or loan that will or may result in any payment (whether of 
severance pay or otherwise), acceleration, forgiveness of indebtedness, 
vesting, distribution, increase in benefits or obligation to fund benefits 
with respect to any employee, officer or director.  The only severance 
agreements or severance policies applicable to Scoop are the agreements and 
policies specifically referred to in Section 4.11(d) of the Scoop Disclosure 
Schedule, and there are no other employment or severance contracts or other 
agreements requiring payments to be made on a change of control or otherwise 
as a result of the consummation of any of the transactions hereunder.

          Section 4.12.   COMPLIANCE WITH APPLICABLE LAW.  Except as 
disclosed in Section 4.12 of the Scoop Disclosure Schedule, Scoop holds, and 
has at all times held, all material licenses, franchises, permits and 
authorizations necessary for the lawful conduct of its business under and 
pursuant to all, and have complied with and are not in default in any 
material respect under any, applicable law, statute, order, rule, regulation, 
policy and/or guideline of any Governmental Entity relating to Scoop, except 
where the failure to hold such license, franchise, permit or authorization or 
such noncompliance or default would not, individually or in the aggregate, 
have or reasonably be expected to have a Material Adverse Effect on Scoop, 
and Scoop does not know of, or has not received notice of, any material 
violations of any of the above which, individually or in the aggregate, would 
have or reasonably be expected to have a Material Adverse Effect on Scoop.

          Section 4.13.   CERTAIN CONTRACTS.

                    (a)   Except as set forth in Section 4.13(a) of the Scoop 
Disclosure Schedule, Scoop is not a party to or is bound by any contract, 
arrangement, commitment or understanding (whether written or oral) (i) which 
is a material contract (as defined in Item 601(b)(10) of Regulation S-K of 
the SEC) to be performed after the date of this Agreement, (ii) which 
materially restricts the conduct of any line of business by Scoop, (iii) 
evidencing or concerning any loan or credit agreements, notes, bonds, 
mortgages, indentures and other agreements and instruments pursuant to which 
any indebtedness of Scoop is evidenced or (iv) with or to a labor union or 
guild (including any collective bargaining agreement).  Scoop has made 
available to MKID true and correct copies of all employment, consulting and 
deferred compensation agreements to which Scoop is a party.  Each contract, 
arrangement, commitment or understanding of the type described in this 
Section 4.13(a), other than Scoop Documents, whether or not set forth in 
Section 4.13(a) of the Scoop Disclosure Schedule, is referred to herein as a 
"Scoop Contract," and Scoop does not know of, or has not received notice of, 
any violation of the above by any of the other parties thereto which, 
individually or in the aggregate, would have or would reasonably be expected 
to have a Material Adverse Effect on Scoop.

                    (b)   Except as set forth in Section 4.13(b) of the Scoop 
Disclosure Schedule, (i) each Scoop Contract is valid and binding and in full 
force and effect, (ii) Scoop has in all material respects performed all 
obligations required to be performed by it to date under each Scoop Contract, 
and (iii) no event or condition exists which constitutes or, after notice or 
lapse of time or both, would constitute, a material default on the part of 
Scoop under any such Scoop Contract, except, in each case, where any such 
invalidity, failure to be binding, failure to so perform or default, 
individually or in the aggregate, would not have or reasonably be expected to 
have a Material Adverse Effect on Scoop.

                                      14
<PAGE>

          Section 4.14.  ENVIRONMENTAL LIABILITY.  There are no legal, 
administrative, arbitral or other proceedings, claims, actions, causes of 
action, private environmental investigations or remediation activities or 
governmental investigations of any nature seeking to impose, or that 
reasonably would be expected to result in the imposition, on Scoop of any 
liability or obligation arising under any Environmental Law, pending or, to 
the best knowledge of Scoop after due inquiry, threatened, against Scoop, 
which liability or obligation would reasonably be expected to have a Material 
Adverse Effect on Scoop.  To the best knowledge of Scoop after due inquiry, 
there is no reasonable basis for any such proceeding, claim, action or 
governmental investigation that would impose any liability or obligation that 
would reasonably be expected to have a Material Adverse Effect on Scoop.  To 
the best knowledge of Scoop after due inquiry, during or prior to the period 
of (i) its ownership or operation of any of their respective current 
properties, (ii) its participation in the management of any property, or 
(iii) its holding of a security interest or other interest in a property, 
there were no releases or threatened releases of hazardous, toxic, 
radioactive or dangerous materials or other materials regulated under 
Environmental Laws in, on, under or affecting any such property.  Scoop is 
not subject to any agreement, order, judgment, decree, letter or memorandum 
by or with any court, governmental authority, regulatory agency or third 
party imposing any material liability or obligation pursuant to or under any 
Environmental Law that would reasonably be expected to have a Material 
Adverse Effect on Scoop.

          Section 4.15.   TERMINATION OF BUSINESS RELATIONSHIPS. Except as 
set forth in Section 4.15 of the Scoop Disclosure Schedule, no supplier of 
Scoop, and no person presently a customer, agent, employee or independent 
contractor, licensor or licensee of Scoop, has evidenced to Scoop any 
intention to cancel or otherwise terminate its business relationship with 
Scoop.

          Section 4.16.   CONDITION OF BUILDINGS AND PERSONAL PROPERTY. All 
of the buildings, fixtures, machinery and equipment owned or used by Scoop 
are in good operating condition and repair, and comply in all material 
respects with applicable zoning, building and fire codes.

          Section 4.17.   INSURANCE. Scoop has valid, outstanding and 
enforceable policies of insurance issued by reputable insurers covering its 
properties, assets and business against risks of the nature normally insured 
against by persons in the same or similar lines of business, in coverage 
amounts normally carried by such persons and in any event sufficient to avoid 
Scoop being liable as co-insurer.  Scoop has had general third-party 
liability coverage continuously in effect for at least one year.  All such 
policies will remain in effect at least through June 28, 1998.

          Section 4.18.   ALL BUSINESS CONDUCTED BY SCOOP. The business and 
operations of Scoop are conducted exclusively by it, and not by any other 
business entity whether or not affiliated with Scoop.

          Section 4.19.   TRADE SECRETS, PATENTS, COPYRIGHTS, TRADEMARKS, 
SERVICE MARKS, TRADE NAMES, KNOW-HOW. Section 4.19 of the Scoop Disclosure 
Schedule contains detailed information (including where applicable the 
federal registration number and the date of registration or application for 
registration and the name in which registration was applied for) concerning:  
(i) any Proprietary Matter held by Scoop or any person affiliated with Scoop; 
and (ii) any licenses granted by Scoop to others under any Proprietary 
Matter.  To the best of Scoop's knowledge, none of Scoop's Proprietary Matter 
is being infringed upon by any other person or entity and no proceedings have 
been instituted or threatened (or, to the best of Scoop's knowledge after due 
inquiry, are pending) that challenge the validity of the ownership or use of 
any Proprietary Matter by Scoop.  Scoop owns (or possesses adequate and 
enforceable licenses or other rights to use) all Proprietary Matter now used 
or proposed to be used in their respective businesses and Scoop has not 
received any notice of conflict with the asserted rights of others with 
respect to any Proprietary Matter.  None of Scoop's confidential information 
has been misappropriated from others.

                                      15
<PAGE>

                                   ARTICLE V
                                       
                   COVENANTS RELATING TO CONDUCT OF BUSINESS
                                       
          Section 5.1.    CONDUCT OF BUSINESSES PRIOR TO THE CLOSING. Except 
as set forth in the MKID Disclosure Schedule or the Scoop Disclosure 
Schedule, as the case may be, during the period from the date of this 
Agreement to the Closing, except as expressly contemplated or permitted by 
this Agreement or as required by applicable law, each of MKID and Scoop shall 
(i) conduct its business in the usual, regular and ordinary course consistent 
with past practice, (ii) use reasonable best efforts to maintain and preserve 
intact its business organization, employees and advantageous business 
relationships and retain the services of its officers and key employees and 
(iii) take no action which would reasonably be expected to adversely affect 
or delay the ability of either MKID or Scoop to obtain any approvals of any 
Governmental Entity required to consummate the transactions contemplated 
hereby or to perform its covenants and agreements under MKID Documents or the 
Scoop Documents, as the case may be.

          Section 5.2.    FORBEARANCES. Except as set forth in Section 5.2 of 
the MKID Disclosure Schedule or Section 5.2 of the Scoop Disclosure Schedule, 
as the case may be, during the period from the date of this Agreement to the 
Closing and, except as expressly contemplated or permitted by this Agreement 
or as required by applicable law, rule or regulation, neither MKID nor Scoop 
shall, without the prior written consent of the other, which consent shall 
not be unreasonably withheld or delayed (except with respect to clause (e)):

                    (a)   adjust, split, combine or reclassify any capital 
stock; make, declare or pay any dividend or make any other distribution on, 
or directly or indirectly redeem, purchase or otherwise acquire, any shares 
of its capital stock or any securities or obligations convertible into or 
exchangeable for any shares of its capital stock, voting securities or other 
ownership interests, or grant any stock appreciation rights or grant any 
individual, corporation or other entity any right or option to acquire any 
shares of its capital stock, voting securities or other ownership interests; 
or repurchase, redeem or otherwise acquire any shares of its capital stock or 
any capital stock, voting securities or ownership interests in any 
subsidiary; or issue any additional shares of capital stock, voting 
securities or other ownership interests except pursuant to (A) an offering or 
private placement of Scoop securities as contemplated by this Agreement, (B) 
the exercise of stock options outstanding as of the date hereof or (C) 
acquisitions and investments permitted by paragraph (b) hereof;

                    (b)   except for (i) transactions in the ordinary course 
of business consistent with past practice, or (ii) acquisitions of an entity 
or business having assets not exceeding 10% of the consolidated assets of 
MKID or Scoop, as applicable, on a pro forma basis giving effect to such 
transaction, make any material acquisition or investment either by purchase 
of stock or securities, merger or consolidation, contributions to capital, 
property transfers, or purchases of any property or assets of any other 
individual, corporation or other entity other than a wholly owned subsidiary 
thereof;

                    (c)   except for transactions in the ordinary course of 
business consistent with past practice, enter into or terminate any contract 
or agreement, or make any change in any of its leases or contracts, in each 
case that is material to such party, other than renewals of contracts and 
leases without materially adverse changes of terms thereof;

                                      16
<PAGE>

                    (d)   incur any liability for indebtedness, guarantee the 
obligations of others, indemnify others or, except in the ordinary course of 
business, incur any other liability;

                    (e)   increase the compensation or fringe benefits of any 
of its employees or pay any pension or retirement allowance not required by 
any existing plan or agreement to any such employees other than in the 
ordinary course of business consistent with past practice but in no event in 
an aggregate amount exceeding $50,000, or become a party to, amend or commit 
itself to any material pension, retirement, profit-sharing or welfare benefit 
plan or agreement or employment agreement with or for the benefit of any 
employee or accelerate the vesting of any stock options or other stock-based 
compensation;

                    (f)   [Omitted];

                    (g)   take any action that would prevent or impede the 
Transaction from qualifying (i) for the purchase method of accounting or (ii) 
as a reorganization within the meaning of Section 368(a)(1)(B) of the Code;

                    (h)   amend its certificate of incorporation, bylaws or 
similar governing documents in any case in a manner that would materially and 
adversely affect any party's ability to consummate the Transaction or the 
economic benefits of the Transaction to either party;

                    (i)   take any action that is intended or may reasonably 
be expected to result in any of its representations and warranties set forth 
in this Agreement being or becoming untrue in any material respect at any 
time prior to the Closing, or in any of the conditions to the Transaction set 
forth in Article VII not being satisfied or in a violation of any provision 
of this Agreement, except, in every case, as may be required by applicable 
law;

                    (j)   make any capital expenditures in excess of $50,000 
individually or $100,000 in the aggregate;

                    (k)   make any change in accounting methods, principles 
or practices, except as required by a change in GAAP; or

                    (l)   agree to, or make any commitment to, take any of 
the actions prohibited by this Section 5.2.

          Section 5.3.    DISPOSITION OF SCOOP BUSINESSES. Scoop shall use 
reasonable efforts to sell its on-line information services division to a 
third party purchaser and shall be permitted to sell, transfer or otherwise 
dispose of such division and any of its other assets or businesses, including 
its reprint business, without the consent of MKID; provided, however, that 
Scoop may not (i) sell its on-line business for an aggregate of less than 
$400,000 or (ii) sell its reprint business for an aggregate of less than 
$750,000, without the consent of MKID.

          Section 5.4.    DISPOSITIONS BY MKID. MKID shall not, and shall not 
permit any of its subsidiaries, if any, to, without the prior written consent 
of Scoop, sell, transfer, mortgage, encumber or otherwise dispose of any of 
its properties or assets to any individual, corporation or other entity other 
than a direct or indirect wholly owned subsidiary, or cancel, release or 
assign any indebtedness to any such person or any claims held by any such 
person, in each case that is material to such party.

          Section 5.5.    NO SOLICITATION OF TRANSACTIONS. Neither MKID nor 
Scoop shall authorize or permit any of its officers, directors, employees or 
agents to directly or indirectly solicit, initiate or encourage any inquiries 
relating to, or the making of any proposal which constitutes, a Transaction 
Proposal (as defined below), or recommend or endorse any Transaction 
Proposal, or participate in any discussions or negotiations, or provide third 
parties with any nonpublic information, relating to any such inquiry or 
proposal or otherwise facilitate any effort or attempt to make or implement a 
Transaction Proposal; provided, however, that in response to a bona fide, 
written

                                      17
<PAGE>

Transaction Proposal submitted to the Board of Directors of Scoop, Scoop may, 
and may authorize and permit its officers, directors, employees or agents to, 
provide third parties with nonpublic information, otherwise facilitate any 
effort or attempt by any third party to make or implement such Transaction 
Proposal, recommend or endorse any such Transaction Proposal with or by any 
third party, and participate in discussions and negotiations with any third 
party relating to any such Transaction Proposal, if (i) the Board of 
Directors of Scoop, after having consulted with and considered the advice of 
outside counsel, has reasonably determined in good faith that the failure to 
do so would cause the members of such Board of Directors to breach their 
fiduciary duties under applicable law and (ii) if the third party has entered 
a confidentiality agreement with Scoop.   MKID and Scoop shall each 
immediately, and in any event no more than 24 hours after the receipt 
thereof, advise the other orally and in writing following the receipt by it 
of any offer, proposal, inquiry regarding a Transaction Proposal and the 
details thereof including material terms and the identity of the party making 
it, and advise the other of any developments, including, in the case of any 
Transaction Proposal received by Scoop, the status and content of any 
negotiations conducted by Scoop pursuant to the provision of the preceding 
sentence, with respect to such Transaction Proposal immediately upon the 
occurrence thereof. MKID and Scoop will immediately cease and cause to be 
terminated any activities, discussions or negotiations conducted prior to the 
date of this Agreement with any parties other than MKID and Scoop with 
respect to any of the foregoing.  As used in this Agreement, "Transaction 
Proposal" shall mean, with respect to any person, any tender or exchange 
offer, proposal for a merger, consolidation or other business combination 
involving such person or any proposal or offer to acquire in any manner a 
substantial equity interest in, or all or a substantial portion of the assets 
of, such person, any proposal or offer with respect to any recapitalization 
or restructuring with respect to such person or any proposal or offer with 
respect to any transaction similar to the foregoing with respect to such 
person, other than the transactions contemplated or permitted by this 
Agreement.

                                    ARTICLE VI.
                                       
                             ADDITIONAL AGREEMENTS
                                       
          Section 6.1.    REGULATORY MATTERS. 

                    (a)   Scoop shall at its expense promptly prepare and 
file with the SEC a preliminary version of a proxy statement to be 
distributed to Scoop stockholders relating to the Scoop Voting Matters (the 
"Proxy Statement"). Scoop shall also use all reasonable efforts to obtain all 
necessary state securities law or "Blue Sky" permits and approvals required 
to carry out the transactions contemplated by this Agreement, and MKID shall 
furnish all information concerning MKID and the holders of MKID Common Stock 
as may be reasonably requested in connection with any action contemplated by 
this Section 6.1.

                    (b)   The parties hereto shall cooperate with each other 
and use reasonable best efforts to promptly prepare and file all necessary 
documentation, to effect all applications, notices, petitions and filings, to 
obtain as promptly as practicable all permits, consents, approvals and 
authorizations of all third parties and Governmental Entities which are 
necessary or advisable to consummate the transactions contemplated by this 
Agreement (including without limitation the Transaction), to comply with the 
terms and conditions of all such permits, consents, approvals and 
authorizations of all such Governmental Entities, and to defend any lawsuits 
or other legal proceedings challenging this Agreement and the transactions 
contemplated by this Agreement.  MKID and Scoop shall have the right to 
review in advance, and to the extent practicable each will consult the other 
on, in each case subject to applicable laws relating to the exchange of 
information, all the information relating to Scoop or MKID, as the case may 
be, which appear in any filing made with, or written materials submitted to, 
any third party or any Governmental Entity in connection with the 
transactions contemplated by this Agreement.  In exercising the foregoing 
right, each of the parties hereto shall act reasonably and as promptly as 
practicable.  The parties hereto agree that they will consult with each other 
with respect to the obtaining of all permits, consents, approvals and 
authorizations of all third parties and Governmental Entities necessary or 
advisable to consummate the transactions contemplated by this Agreement and 
each party will keep the other apprised of the status of matters relating to 
completion of the transactions contemplated herein.  In connection with and 
without limiting the foregoing, Scoop and MKID and their respective Boards of 
Directors shall (i) take all reasonable action necessary so that no "fair 
price," "moratorium," "control share acquisition" or any other anti-takeover 
statute or similar statute enacted under

                                      18
<PAGE>

state or federal laws of the United States or similar statue or regulation is 
or becomes applicable to the transactions contemplated under this Agreement 
and (ii) if any such statute becomes applicable to the transactions 
contemplated under this Agreement, take all action necessary so that such 
transactions may be consummated as promptly as practicable on the terms 
contemplated by such agreements, and otherwise minimize the effect of such 
statutes on such transactions.

                    (c)   MKID and Scoop shall, upon request, furnish each 
other with all information concerning themselves, directors, officers and 
stockholders and such other matters as may be reasonably necessary or 
advisable in connection with the Proxy Statement or any other statement, 
filing, notice or application made by or on behalf of Scoop or MKID to any 
Governmental Entity in connection with the Transaction and the other 
transactions contemplated by this Agreement.

                    (d)   MKID and Scoop shall promptly advise each other upon
receiving any communication from any Governmental Entity whose consent or
approval is required for consummation of the transactions contemplated by this
Agreement which causes such party to believe that there is a reasonable
likelihood that any Requisite Regulatory Approval (as defined herein) will not
be obtained or that the receipt of any such approval will be materially
delayed.

          Section 6.2.    ACCESS TO INFORMATION.

                    (a)   Upon reasonable notice and subject to applicable 
laws relating to the exchange of information, each of MKID and Scoop shall 
afford to the officers, employees, accountants, counsel and other 
representatives of the other property access, during normal business hours 
during the period prior to the Closing, to all its properties, books, 
contracts, commitments and records, and to its officers, employees, 
accountants, counsel and other representatives and, during such period, each 
of MKID and Scoop shall make available to the other party (i) a copy of each 
report, schedule, registration statement and other document filed or received 
by it during such period pursuant to the requirements of federal securities 
laws (other than reports or documents which MKID or Scoop, as the case may 
be, is not permitted to disclose under applicable law) and (ii) all other 
information concerning its business, properties and personnel as such other 
party may reasonable request.  Neither MKID nor Scoop shall be required to 
provide access to or to disclose information where such access or disclosure 
would violate or prejudice the rights of its customers, jeopardize the 
attorney-client privilege of the institution in possession or control of such 
information or contravene any law, rule, regulation, order, judgment, decree, 
fiduciary duty or binding agreement entered into prior to the date of this 
Agreement.  The parties hereto will make appropriate substitute disclosure 
arrangements under circumstances in which the restrictions of the preceding 
sentence apply.

                    (b)   Each of MKID and Scoop shall hold all information 
furnished by the other party or any of such party's representatives pursuant 
to Section 6.2(a) in confidence.

                    (c)   No investigation by either of the parties or their 
respective representatives shall affect the representations, warranties, 
covenants or agreements of the other set forth herein.

          Section 6.3.    STOCKHOLDERS' APPROVALS. Scoop shall duly call, 
give notice of, convene and hold a meeting of its shareholders to be held as 
soon as practicable following the date hereof for the purpose of obtaining 
the approval of its shareholders in connection with the Scoop Vote Matters. 
Subject to the provisions of the next sentence, Scoop shall, through its 
Board of Directors, recommend to its shareholders approval of such matters.  
The Board of Directors of Scoop may fail to make such recommendation, or 
withdraw, modify or change any such recommendation in a manner adverse to 
MKID and the Shareholders, if such Board of Directors, after having consulted 
with and considered the advice of outside counsel, has reasonably determined 
in good faith that the making of such recommendation, or the failure to 
withdraw, modify or change its recommendation, would constitute a breach of 
the fiduciary duties of the members of such Board of Directors under 
applicable law.

          Section 6.4.    LEGAL CONDITIONS TO TRANSACTION.

                                      19
<PAGE>

                    (a)   Subject to the terms and conditions of this 
Agreement, each party shall use its reasonable best efforts, (i) to take, or 
cause to be taken, all actions necessary, proper or advisable to comply 
promptly with all legal requirements which may be imposed on such party with 
respect to the Transaction and, subject to the conditions set forth in 
Article VII hereof, to consummate the transactions contemplated by this 
Agreement and (ii) to obtain (and to cooperate with the other party to 
obtain) any consent, authorization, order or approval of, or any exemption 
by, any Governmental Entity and any other third party which is required to be 
obtained by such party in connection with the Transaction and the other 
transactions contemplated by this Agreement.

                    (b)   Subject to the terms and conditions of this 
Agreement, each party agrees to use reasonable best efforts to take, or cause 
to be taken, all actions, and to do, or cause to be done, all things 
necessary, proper or advisable to consummate and make effective, as soon as 
practicable after the date of this Agreement, the transactions contemplated 
hereby, including, without limitation, using reasonable efforts to lift or 
rescind any injunction or restraining order or other order adversely 
affecting the ability of the parties to consummate the transactions 
contemplated hereby and using reasonable efforts to defend any litigation 
seeking to enjoin, prevent or delay the consummation of the transactions 
contemplated hereby or seeking material damages.

          Section 6.5.    [Omitted].

          Section 6.6.    STOCK EXCHANGE LISTING. Scoop shall use its best 
efforts to cause the Common Shares and the shares of Scoop Common Stock which 
will be issuable upon conversion of the Preferred Shares to be approved for 
listing on the NASDAQ SmallCap Market, subject to official notice of 
issuance, prior to the Closing.

          Section 6.7.    [Omitted]

          Section 6.8.    DIRECTORS' AND OFFICERS' INSURANCE.

                    (a)   For a period of six years from the Effective Time, 
Scoop shall use its best efforts to provide that portion of directors' and 
officers' liability insurance that serves to reimburse the present and former 
officers and directors of Scoop (determined as of the Effective Time) with 
respect to claims against such officers and directors arising from facts or 
events which occurred before the Effective Time, which insurance shall 
contain at least the same coverage and amounts, and contain terms and 
conditions no less advantageous, as that coverage currently provided by Scoop 
provided, however, that the annual premiums for such coverage will not exceed 
125% of the annual premiums currently paid by Scoop for such coverage; 
provided, further, that officers and directors of Scoop may be required to 
make application and provide customary representations and warranties to 
Scoop's insurance carrier for the purpose of obtaining such insurance; and 
provided, further, that such coverage will have a single aggregate for such 
six-year period in an amount not less than the annual aggregate of such 
coverage currently provided by Scoop.

                    (b)   The provisions of this Section 6.8 are intended to 
be for the benefit of, and shall be enforceable by, each present and former 
officer and director of Scoop (determined as of the Effective Time)  and his 
or her heirs and representatives.

          Section 6.9.    ADDITIONAL AGREEMENTS. In case at any time after 
the Closing any further action is necessary or desirable to carry out the 
purposes of this Agreement, the parties and their proper officers shall take 
all such necessary action.

          Section 6.10.   ADVICE OF CHANGES. The parties shall promptly 
advise each other of any change or event which, individually or in the 
aggregate with other such changes or events, has a Material Adverse Effect on 
it or which it believes would or would be reasonably likely to cause or 
constitute a material breach of any of its representations, warranties or 
covenants contained herein.

                                      20


<PAGE>

          Section 6.11.   TAX TREATMENT. The parties shall use their 
commercially reasonable best efforts to cause the Transaction to qualify as a 
reorganization under the provisions of Sections 368(a)(1)(B) of the Code.  
The Shareholders acknowledge and agree, however, that they are relying solely 
on the tax opinion referred to in Section 7.2(c) regarding the 
characterization of the Transaction for income tax purposes, and none of them 
is relying on any representation, warranty or advice of Scoop or any of its 
representatives regarding the characterization or treatment of the 
Transaction for tax purposes.

                                  ARTICLE VII
                                       
                             CONDITIONS PRECEDENT
                                       
          Section 7.1     CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE 
TRANSACTION. The respective obligations of each party to effect the 
Transaction shall be subject to the satisfaction at or prior to the Closing 
of the following conditions:

                  (a)     STOCKHOLDER APPROVAL.  The Scoop Vote Matters shall 
have been approved by the requisite affirmative vote of the holders of Scoop 
Common Stock entitled to vote thereon.

                  (b)     COMPLETION OF SCOOP OFFERING.  Scoop shall have 
successfully completed a private or public offering of equity or debt 
securities of Scoop from which it shall have received net proceeds of no less 
than $5.0 million.

                  (c)     FAIRNESS OPINION.  Scoop shall have received an 
opinion from an independent investment bank to the effect that the 
consideration to be paid by Scoop for MKID Shares is fair, from a financial 
point of view, to the shareholders of Scoop.

                  (d)     [Omitted].

                  (e)     [Omitted].

                  (f)     [Omitted]

                  (g)     OTHER APPROVALS.  All regulatory approvals required 
to consummate the transactions contemplated hereby, including the approval of 
the Office of the Chief Scientist of the Israeli Ministry of Trade and 
Industry and of the Israel Investment Center, shall have been obtained and 
shall remain in full force and effect and all statutory waiting periods in 
respect thereof shall have expired or been terminated (all such approvals and 
the expiration of all such waiting periods being referred to herein as the 
"Requisite Regulatory Approvals") and no such approval shall contain any 
conditions or restrictions which the Board of Directors of Scoop or counsel 
to the Shareholder reasonably determines will have or can reasonably be 
expected to have a Material Adverse Effect on Scoop.

                  (h)     INVESTOR REPRESENTATIONS.  Each person, other than 
the Shareholders, who receives securities of Scoop in connection with the 
Transaction shall furnish Scoop with an executed certificate certifying, 
among other things, that such party is an "accredited investor" as defined in 
Rule 501 under the Securities Act of 1933, as amended, and is acquiring the 
shares without a view to redistribution.

                  (i)     NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY.  No order,
injunction or decree issued by any court or agency of competent jurisdiction or
other legal restraint or prohibition (an "Injunction") preventing the
consummation of the Transaction or any of the other transactions contemplated
by this Agreement shall be in effect.  No statute, rule, regulation, order,
injunction or decree shall have been enacted, entered, promulgated or enforced
by any Governmental Entity which prohibits, restricts or makes illegal the
consummation of the Transaction.

                                      21

<PAGE>

                  (j)     CONSENTS.  All consents and waivers from third 
parties necessary in connection with the consummation of the transactions 
contemplated by this Agreement shall have been obtained, other than such 
consents and waivers from third parties which, if not obtained, would not 
result in a Material Adverse Effect on Scoop.

                  (k)     [Omitted].

                  (l)     NO MATERIAL ADVERSE CHANGE.  After the date of this
Agreement, there shall not have been any change, circumstance or event which
has or would reasonably be expected to have a Material Adverse Effect on Scoop
or MKID; provided, however, that for purposes of this paragraph 7.1(l), a sale
of all or any portion of the assets of Scoop shall not be considered to have a
Material Adverse Effect on Scoop.

          Section 7.2     CONDITIONS TO OBLIGATIONS OF SHAREHOLDERS. The 
obligation of Shareholders to effect the Transaction is also subject to the 
satisfaction or, except with respect to subparagraph (d) hereof, waiver by 
the Shareholders at or prior to the Closing of the following conditions:

                  (a)     REPRESENTATIONS AND WARRANTIES.  (i) The 
representations and warranties of Scoop set forth in Sections 4.2, 4.3(a) and 
4.8(a) of this Agreement shall be true and correct in all material respects 
as of the date of this Agreement and (except to the extent such 
representations and warranties speak as of an earlier date) as of the Closing 
Date as though made on and as of the Closing Date and (ii) the 
representations and warranties of Scoop set forth in this Agreement other 
than those specifically enumerated in clause (i) hereof shall be true and 
correct in all respects as of the date of this Agreement and (except to the 
extent such representations and warranties speak as of an earlier date) as of 
the Closing Date as though made on and as of the Closing Date; provided, 
however, that for purposes of determining the satisfaction of the condition 
contained in this clause (ii), no effect shall be given to any exception in 
such representations and warranties relating to materiality or a Material 
Adverse Effect, and provided, further, however, that, for purposes of this 
clause (ii), such representations and warranties shall be deemed to be true 
and correct in all respects unless the failure or failures of such 
representations and warranties to be so true and correct, individually or in 
the aggregate, results or would reasonably be expected to result in a 
Material Adverse Effect on Scoop.  Shareholders shall have received a 
certificate signed on behalf of Scoop by the Chief Executive Officer of Scoop 
to the foregoing effect.

                  (b)     PERFORMANCE OF OBLIGATIONS OF SCOOP.  Scoop shall 
have performed in all material respects all obligations required to be 
performed by it under this Agreement at or prior to the Closing Date, and 
Shareholders shall have received a certificate signed on behalf of Scoop by 
the Chief Executive Officer of Scoop to such effect.

                  (c)     FEDERAL TAX OPINION.  Shareholders shall have 
received an opinion of Silverstein & Mullens, special tax counsel to 
Shareholders, in form and substance reasonably satisfactory to MKID, dated as 
of the Closing, substantially to the effect that, on the basis of facts, 
representations and assumptions set forth in such opinion which are 
consistent with the state of facts existing at the Closing, the Transaction 
will be treated for federal income tax purposes as a reorganization within 
the meaning of Section 368(a)(1)(B) of the Code and that accordingly:

                          (1)    No gain or loss will be recognized by 
     Shareholders or Scoop as a result of the Transaction;
     
                          (2)    [Omitted]; and
     
                          (3)    The tax basis of the Scoop PS received by 
     Shareholders in the Transaction will be the same as the tax basis of MKID 
     Shares surrendered in exchange therefor (reduced by any amount allocable 
     to a fractional share interest for which cash is received).
     
                                      22

<PAGE>

          In rendering such opinion, Silverstein & Mullens may require and rely
upon representations and covenants including those contained in certificates of
officers of Shareholders, Scoop and others.

                  (d)     OPINION OF SCOOP'S COUNSEL. Shareholders shall have
received an opinion from Latham & Watkins or, in the case of paragraph (5)
below, Daniel L. Pelekoudas, Esq. to the effect that:

                          (1)    this Agreement has been duly authorized, 
     executed and delivered by Scoop;
     
                          (2)    the definitive certificates representing the 
     Preferred Shares have been duly authorized by the Board of Directors of 
     Scoop and, when signed by Scoop and duly countersigned by the Company's 
     transfer agent and registrar and delivered to the Shareholders against 
     payment of the agreed consideration therefor in accordance with this 
     Agreement, the Preferred Shares represented thereby will be validly issued,
     fully paid and nonassessable.
     
                          (3)    the Common Shares to be issued and sold by 
     Scoop pursuant to this Agreement have been duly authorized and, when 
     issued to and paid for by the Shareholders in accordance with this 
     Agreement, will be validly issued, fully paid and nonassessable.
     
                          (4)    the shares of Common Stock issuable upon the
     conversion of the  Preferred Shares in accordance with the Certificate of
     Designation have been duly authorized and reserved for issuance by the
     Board of Directors of Scoop, and when issued upon conversion of the
     Preferred Shares in accordance with the terms of the Certificate of
     Designation, will be validly issued, fully paid and nonassessable.
     
                          (5)    the execution and delivery of this Agreement 
     by the Company does not (i) result in the violation by the Company of its
     Certificate of Incorporation or Bylaws or (ii) result in a breach of or
     default under any of the material agreements that are listed in
     Section 4.13(a) of the Scoop Disclosure Schedule.
     
                  (e)     EMPLOYMENT AGREEMENT WITH RAND BLEIMEISTER.   Scoop 
and Rand Bleimeister shall have entered into a mutually acceptable employment 
agreement which supersedes, as of the Closing, Mr. Bleimeister's current 
employment and options arrangement, including, without limitation, all 
provisions relating to salary, term of employment, severance and stock 
options.

                  (f)     PAYMENT TO PMD.  Scoop shall have made the payment 
to PMD which is referred to in Section 1.5.

                  (g)     MAXIMUM NUMBER OF SHARES UNDERLYING OPTIONS AND 
WARRANTS. As of the Closing Date, the total number of Common Shares underlying 
outstanding options and warrants issued by Scoop shall not exceed 500,000 and 
they exercise price of such options and warrants shall not be less than $1.37.

          Section 7.3     CONDITIONS TO OBLIGATIONS OF SCOOP. The obligation of
Scoop to effect the Transaction is also subject to the satisfaction or waiver 
by Scoop at or prior to the Closing of the following conditions:

                  (a)     REPRESENTATIONS AND WARRANTIES.  (i) The 
representations and warranties of MKID set forth in Sections 2.2, 2.3(a) and 
2.9(a) of this Agreement shall be true and correct in all material respects 
as of the date of this Agreement and (except to the extent such 
representations and warranties speak as of an earlier date) as of the Closing 
Date as though made on and as of the

                                     23

<PAGE>

Closing Date and (ii) the representations and warranties of Shareholders
and MKID set forth in this Agreement other than those specifically enumerated
in clause (i) hereof shall be true and correct in all respects as of the date
of this Agreement and (except to the extent such representations and warranties
speak as of an earlier date) as of the Closing Date as though made on and as of
the Closing Date; provided, however, that for purposes of determining the
satisfaction of the condition contained in this clause (ii), no effect shall be
given to any exception in such representations and warranties relating to
materiality or a Material Adverse Effect, and provided, further, however, that,
for purposes of this clause (ii), such representations and warranties shall be
deemed to be true and correct in all respects unless the failure or failures of
such representations and warranties to be so true and correct, individually or
in the aggregate, results or would reasonably be expected to result in a
Material Adverse Effect on MKID.  Scoop shall have received a certificate
signed on behalf of MKID to the foregoing effect.

                    (b)   PERFORMANCE OF OBLIGATIONS OF SHAREHOLDERS.  MKID 
and the Shareholders shall have performed in all material respects all 
obligations required to be performed by it under this Agreement at or prior 
to the Closing Date, and Scoop shall have received a certificate signed on 
behalf of MKID to such effect.

                                  ARTICLE VIII
                                       
                           TERMINATION AND AMENDMENT
                                       
          Section 8.1.    TERMINATION. This Agreement may be terminated at 
any time prior to the Closing:

                    (a)   by mutual consent of the parties in a written 
instrument;

                    (b)   [Omitted].

                    (c)   by either the Shareholders or the Board of 
Directors of Scoop if (i) any Governmental Entity which must grant a 
Requisite Regulatory Approval has denied approval of the Transaction and such 
denial has become final and nonappealable or (ii) an Governmental Entity of 
competent jurisdiction shall have issued a final nonappealable order 
enjoining or otherwise prohibiting the consummation of the transactions 
contemplated by this Agreement;

                    (d)   by either the Shareholders or the Board of 
Directors of Scoop if the Transaction shall not have been consummated on or 
before July 31, 1998, unless the failure of the Closing to occur by such date 
shall be due to the failure of the party seeking to terminate this Agreement 
to perform or observe the covenants and agreements of such party set forth 
herein;

                    (e)   by either the Shareholders or the Board of 
Directors of Scoop (provided that the terminating party is not then in 
material breach of any representation, warranty, covenant or other agreement 
contained herein) if the other party shall have breached (i) any of the 
covenants or agreements made by such other party herein or (ii) any of the 
representations or warranties made by such other party herein, and in either 
case, such breach (x) is not cured within thirty days following written 
notice to the party committing such breach, or which breach, by its nature, 
cannot be cured prior to the Closing and (y) would entitle the non-breaching 
party not to consummate the transactions contemplated hereby under Article 
VII hereof;

                    (f)   by either the Shareholders or the Board of 
Directors of Scoop if any approval of the stockholders of Scoop contemplated 
by this Agreement shall not have been obtained by reason of the failure to 
obtain the required vote at a duly held meeting of stockholders or at any 
adjournment or postponement thereof;

                    (g)   by the Board of Directors of Scoop, if there exists 
at such time a Transaction Proposal for Scoop and the Board of Directors of 
Scoop, after having consulted with and considered the advice of outside legal 
counsel, reasonably determines in good faith that such action is necessary in 
the exercise of its fiduciary duties under applicable laws; provided, 
however, that prior to terminating this Agreement pursuant to this paragraph 
(g) Scoop shall have given the Shareholders at least 48 hours advance actual 
notice of any such proposed termination; or

                                      24
<PAGE>

                    (h)   by either the Shareholders or the Board of 
Directors of Scoop, if the Board of directors of Scoop shall have withdrawn, 
modified or changed in a manner adverse to the Shareholders its approval or 
recommendation of the Scoop Vote Matters.

          Section 8.2.    EFFECT OF TERMINATION. In the event of termination 
of this Agreement by either MKID or Scoop as provided in Section 8.1, this 
Agreement shall forthwith become void and have no effect, and none of the 
parties or any of their officers or directors shall have any liability of any 
nature whatsoever hereunder, or in connection with the transactions 
contemplated hereby, except Sections 6.2(b), 8.2, and 9.3 shall survive any 
termination of this Agreement.

          Section 8.3.    AMENDMENT. Subject to compliance with applicable 
law, this Agreement may be amended by an instrument in writing signed on 
behalf of each of the parties hereto at any time.

          Section 8.4.    EXTENSION; WAIVER. At any time prior to the 
Closing, the parties hereto may, to the extent legally allowed, (a) extend 
the time for the performance of any of the obligations or other acts of the 
other parties hereto, (b) waive any inaccuracies in the representations and  
warranties contained herein or in any document delivered pursuant hereto and 
(c) waive compliance with any of the agreements or conditions contained 
herein.  Any agreement on the part of a party hereto to any such extension or 
waiver shall be valid only if set forth in a written instrument signed on 
behalf of such party, but such extension or waiver or failure to insist on 
strict compliance with an obligation, covenant, agreement or condition shall 
not operate as a waiver of, or estoppel with respect to, any subsequent or 
other failure.

                                  ARTICLE IX.
                                       
                              GENERAL PROVISIONS
                                       
          Section 9.1.    CLOSING. Upon the terms and subject to the 
conditions of this Agreement, the closing of the Transaction (the "Closing") 
shall take place at 10:00 a.m. on a date to be specified by the parties, 
which unless otherwise agreed by the parties shall be no later than two 
business days after the satisfaction or waiver (subject to applicable law) of 
the latest to occur of the conditions set forth in Article VII hereof (the 
"Closing Date").

          Section 9.2.    NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND 
AGREEMENTS; AGREEMENTS OF SHAREHOLDERS ARE SEVERAL AND NOT JOINT, ETC. None 
of the representations, warranties, covenants and agreements in this 
Agreement or in any instrument delivered pursuant to this Agreement shall 
survive the Closing, except for those covenants and agreements contained 
herein and therein which by their terms apply in whole or in part after the 
Closing. All of the representations and warranties of Shareholders are made 
by each Shareholder only as to himself or herself.  No Shareholder shall be 
liable for any misrepresentation or breach of any covenant by any other 
Shareholder or by MKID.

          Section 9.3.  EXPENSES. All costs and expenses incurred in 
connection with this Agreement and the transactions contemplated hereby shall 
be paid by the party incurring such expense, except that Scoop shall at the 
Closing pay the legal fees of each of (i) Bachar & Presenti (not to exceed 
$20,000) and (ii) Oscar D. Folger, as counsel to MKID, including legal fees 
accrued prior to the preparation and negotiation of this Agreement.

          Section 9.4.    NOTICES. All notices and other communications 
hereunder shall be in writing and shall be deemed driven if delivered 
personally, telecopied (with confirmation), mailed by registered or certified 
mail (return receipt requested) or delivered by an express courier (with 
confirmation) to the parties at the following addresses (or at such other 
address for a party as shall be specified by like notice):


                                       25


<PAGE>

               If to Scoop, to:
               
               Scoop, Inc.
               2540 Red Hill Avenue
               Santa Ana, California 92705
               Attention:  Rand Bleimeister
               Fax No.:  (714) 225-6010
               
               With a copy to:
               
               Latham & Watkins
               650 Town Center Drive
               Costa Mesa, California 92626
               Attention:  William J. Cernius
               Fax No.:  (714) 755-8290
               
               If to MKID, or to the Shareholders, to:
               
               Multimedia K.I.D., Inc.
               23 Haluzat Hapardesanut
               Petah-Tikvah, Israel
               Attention:  Pessie Goldenberg
               Fax No.:
               
               with a copy to:
               
               Oscar D. Folger, Esq.
               521 Fifth Avenue, 24th floor
               New York, New York 10175
               Fax No.: (212) 697-7833
               
          Section 9.5.    INTERPRETATION. When a reference is made in this 
Agreement to Sections, Exhibits or Schedules, such reference shall be to a 
Section of or Exhibit or Schedule to this Agreement unless otherwise 
indicated.  The table of contents and headings contained in this Agreement 
are for reference purposes only and shall not affect in any way the meaning 
or interpretation of this Agreement.  Whenever the words "include," 
"includes" or "including" are used in this Agreement, they shall be deemed to 
be followed by the words "without limitation."  No provision of this 
Agreement shall be construed to require MKID or Scoop or their respective 
Affiliates to take any action which would violate or conflict with any 
applicable law (whether statutory or common), rule or regulation.

          Section 9.6.    COUNTERPARTS AND FACSIMILE. This Agreement may be 
executed in counterparts, all of which shall be considered one and the same 
agreement and shall become effective when counterparts have been signed by 
each of the parties and delivered to the other parties, it being understood 
that all parties need not sign the same counterpart.  This Agreement may be 
executed by facsimile.

          Section 9.7.    ENTIRE AGREEMENT. This Agreement (together with the 
documents and the instruments referred to herein) constitutes the entire 
agreement and supersedes all prior agreements and understandings, both 
written an oral, among the parties with respect to the subject matter hereof, 
other than the MKID Documents, and the Scoop Documents.


                                      26

<PAGE>

          Section 9.8     GOVERNING LAW. This Agreement shall be governed and 
construed in accordance with the laws of the State of California, without 
regard to any applicable conflicts of law. This Agreement was negotiated in 
substantial part in Orange County, California, and the federal and state 
courts in Orange County, California shall have exclusive jurisdiction over 
all matters relating to this Agreement.

          Section 9.9.    SEVERABILITY. Any term or provision of this 
Agreement which is invalid or unenforceable in any jurisdiction shall, as to 
that jurisdiction, be ineffective to the extent of such invalidity or 
unenforceability without rendering invalid or unenforceable the remaining 
terms and provisions of this Agreement or affecting the validity or 
enforceability of any of the terms or provisions of this Agreement in any 
other jurisdiction.  If any provision of this Agreement is so broad as to be 
unenforceable, the provision shall be interpreted to be only so broad as is 
enforceable.

          Section 9.10.   PUBLICITY. Except as otherwise required by 
applicable law or the rules of the Nasdaq SmallCap Market, neither party 
shall  issue or cause the publication of any press release or other public 
announcement with respect to, or otherwise make any public statement 
concerning, the transactions contemplated by this Agreement without the 
consent of the other party, which consent shall not be unreasonably withheld.

          Section 9.11.   ASSIGNMENT; THIRD PARTY BENEFICIARIES. Neither this 
Agreement nor any of the rights, interests or obligations of any party 
hereunder shall be assigned by any of the parties hereto (whether by 
operation of law or otherwise) without the prior written consent of the other 
party.  Subject to the preceding sentence, this Agreement will be binding 
upon, inure to the benefit of and be enforceable by the parties and their 
respective successors and assigns.  Except as otherwise specifically provided 
in Section 6.8 hereof, this Agreement (including the documents and 
instruments referred to herein) is not intended to confer upon any person 
other than the parties hereto any rights or remedies hereunder.

          Section 9.12.   [Omitted].

          Section 9.13.   ENFORCEMENT OF THE AGREEMENT. The parties hereto 
agree that irreparable damage would occur in the event that any of the 
provisions of this Agreement were not performed in accordance with their 
specific terms or were otherwise breached.  It is accordingly agreed that the 
parties shall be entitled to an injunction or injunctions to prevent breaches 
of this Agreement and to enforce specifically the terms and provisions hereof 
in any court of the United States or any state having jurisdiction, this 
being in addition to any other remedy to which they are entitled at law or in 
equity.


                                      27

<PAGE>


          IN WITNESS WHEREOF, MKID, the Shareholders and Scoop have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the date first above written.

                              SCOOP, INC. ("Scoop"),
                              a Delaware corporation
                              
                              By: /s/  RAND BLEIMEISTER
                                  ------------------------------------------
                                  Name:   Rand Bleimeister
                                  Title:  Chief Executive Officer
                              
                              
                              MULTIMEDIA KID - INTELLIGENCE IN EDUCATION LTD.
                              ("MKID")
                              
                              By: /s/ PESSIE GOLDENBERG
                                  ------------------------------------------
                                  Name:   Pessie Goldenberg
                                  Title:  Chief Executive Officer
                              
                              
                              SHAREHOLDERS:
                              
                              
                              /s/ PESSIE GOLDENBERG
                              ----------------------------------------------
                              Pessie Goldenberg
                              
                              
                              /s/ ZAHAVA RUBNER
                              ----------------------------------------------
                              Zahava Rubner
                              
                              
                              /s/ NAOMI BODNER
                              ----------------------------------------------
                              Naomi Bodner
                              
                              
                              /s/ LAURA HUBERFELD
                              ----------------------------------------------
                              Laura Huberfeld


                                      28

<PAGE>

                                   EXHIBIT A

There is hereby created a series of the Preferred Stock of this corporation to
consist of 2,000 shares of Series A Preferred Stock (the "Series A Preferred
Stock"), $.001 par value per share, which this corporation now has authority
to issue.

1.   Designation.

     (a)  The distinctive designation of the "Series A Preferred Stock" shall
          be the "Series A Preferred Stock." The number of shares of Series A
          Preferred Stock shall be 2,000.

     (b)  The Series A Preferred Stock is hereinafter sometimes referred to as
          the "Preferred Stock."

2.   Preference on Liquidation.

     (a)  For purposes of this Certificate of Designation and the Company's
          Certificate of Incorporation, (i) any series of preferred stock of
          the Company entitled to dividends and liquidation preference on a
          parity with the Series A Preferred Stock shall be referred to as
          "Parity Preferred Stock," (ii) any series of preferred stock ranking
          senior to the Series A and Parity Preferred Stock with respect to
          dividends and liquidation preference shall be referred to as "Senior
          Stock," and (iii) the common stock and any series of preferred stock
          ranking junior to the Series A and Parity Preferred Stock with
          respect to dividends and liquidation preference shall be referred to
          as "Junior Stock." As of the date of this Certificate of Designation
          there is not outstanding any Parity Preferred Stock.

     (b)  In the event of any liquidation, dissolution or winding up of the
          Company, either voluntary or involuntary, after setting apart or
          paying in full the preferential amounts due to holders of Senior
          Stock, the holders of the Series A Preferred Stock and Parity
          Preferred Stock shall be entitled to receive, prior and in preference
          to any distribution of any of the assets or surplus funds of the
          Company to the holders of Junior Stock or common stock by reason of
          their ownership thereof, an amount equal to their full liquidation
          preference, which in the case of shares of the Series A Preferred
          Stock shall be $250 per share, plus accrued and unpaid dividends. If,
          upon such liquidation, dissolution or winding-up of the Company, the
          assets of the Company available for distribution to the holders of
          its stock shall be insufficient to permit the distribution in full of
          the amounts receivable as aforesaid by the holders of  the Series A
          Preferred Stock and Parity Preferred Stock, then all such assets of
          the Company shall be distributed ratably among the holders of  Series
          A Preferred Stock and Parity Preferred Stock in proportion to the
          amounts which each would have been entitled to receive if such assets
          were sufficient to permit distribution in full as aforesaid.

     (c)  Neither the consolidation nor merger of the Company nor the sale,
          lease or transfer by the Company of all or any part of its assets
          shall be deemed to be a liquidation, dissolution or winding-up of the
          Company for the purposes of this paragraph.

3.    Dividends. Upon the payment of any dividend in respect of the common
stock (a "Common Dividend"), there shall be paid in respect of each share of
Preferred Stock a dividend equal to the amount of the Common Dividend which
shall be payable in respect of  the number  of shares of common stock into
which such share of Preferred Stock shall then be convertible.


                                      1

<PAGE>

4.   Conversion.

     (a)  The holder shall have the right at any time in its sole discretion,
          to convert each share of the Series A Preferred Stock, in whole or in
          part, into a number of shares of common stock equal to 975 [aggregate
          of 1,950,000] or, if greater, the greatest of the following amounts:

          (i)     9,933.3335 [aggregate of 19,866,667] times an amount (not
                  greater than one)  equal to the Company's consolidated 1998
                  revenues divided by $3 million, less 630 for each $1 million 
                  by which such revenues are less than $3 million (pro rated 
                  for shortfalls of less than $1 million);

          (ii)    9,933.3335 times an amount (not greater than one)  equal to 
                  the Company's consolidated 1998 and 1999 total consolidated 
                  revenues divided by $5 million, less 630 for each $1 million 
                  by which such revenues are less than $5 million (pro rated 
                  for shortfalls of less than $1 million);

          (iii)   9,933.3335 times an amount (not greater than one)  equal to
                  the Company's consolidated 1998, 1999 and 2000 total
                  consolidated revenues divided by $7.5 million, less 630 for 
                  each $1 million by which such revenues are less than $7.5 
                  million (pro rated for shortfalls of less than $1 million).

     (b)  Fractional shares of common stock shall be rounded down to the
          nearest whole number of shares.

     (c)  The Preferred Stock shall automatically convert into common stock on
          March 31, 2004 at the then applicable conversion ratio as aforesaid.

     (d)  In the event that the holder elects to exercise its conversion rights
          hereunder, it shall give to the Company written notice (by fax or
          overnight courier service or personal delivery) of such election and
          shall surrender his Preferred Stock to the Company for cancellation.
          Conversion shall be effective upon the giving of such notice provided
          that the certificate for the converted Preferred is received by the
          Company within three days thereafter. The Company shall, within three
          business days after receipt by the Company of notice of conversion
          and the Preferred being converted, deliver irrevocable instructions
          to its transfer agent (with a copy to Holder) to issue on an
          expedited basis the shares of Common Stock issuable on such
          conversion.

     (e)  If any capital reorganization or reclassification of the common
          stock, or consolidation, or merger of the Company with or into
          another corporation, or the sale or conveyance of all or
          substantially all of its assets to another corporation shall be
          effected, then, as a condition precedent of such reorganization or
          sale, the following provision shall be made: The Holder of the
          Preferred Stock shall from and after the date of such reorganization
          or sale have the right to receive (in lieu of the shares of common
          stock of the Company immediately theretofore receivable with respect
          to the Preferred, upon the exercise of conversion rights), such
          shares of stock, securities or assets as would have been issued or
          payable with respect to or in exchange for the number of outstanding
          shares of such common stock immediately theretofore receivable with
          respect to the Preferred (assuming the Preferred were then
          convertible).  In any such case, appropriate provision shall be made
          with respect to the rights and interests of the Holders to the end
          that such conversion rights (including, without limitation,
          provisions for appropriate adjustments) shall thereafter be
          applicable, as nearly as may be practicable in relation to any shares
          of stock, securities or assets thereafter deliverable upon the
          exercise thereof.

5.   Voting Rights. Each share of Series A Preferred Stock shall be entitled to
70% of one vote for each share of common stock into which it is then
convertible, and shall vote as one class with the holders of common stock,
except as may otherwise be required by law.


                                       2

<PAGE>


6.   Except as otherwise provided herein, the Series A Preferred Stock and the
common stock shall have the same rights and preferences on a share for share
basis.

                  [formal Delaware law provisions - to come]


                                       3