Merger Agreement and Plan of Reorganization - Liberate Technologies, SourceSite LLC, Source Media Inc., Insight Communications Inc.


                                                                  EXECUTION COPY


                              MERGER AGREEMENT AND

                             PLAN OF REORGANIZATION

                                  BY AND AMONG

                              LIBERATE TECHNOLOGIES

                            LIBERATE ACQUISITION CO.

                                 SOURCESUITE LLC

                           SOURCESUITE ACQUISITION LLC

                               SOURCE MEDIA, INC.

                            INSIGHT INTERACTIVE, LLC

                                       AND

                      INSIGHT COMMUNICATIONS COMPANY, INC.


                          Dated as of January 12, 2000





                                TABLE OF CONTENTS



                                                                                                               PAGE
                                                                                                               ----
                                                                                                            
ARTICLE 1  THE MERGER.............................................................................................2
         1.1  The Merger..........................................................................................2
         1.2  Effective Time......................................................................................2
         1.3  Effect of the Merger on Constituent Companies.......................................................3
         1.4  Certificate of Formation, Limited Liability Company Agreement and Management Committee of Surviving
                 Corporation......................................................................................3
         1.5  Maximum Number of Shares of Parent Common Stock to be Issued; Effect on Target Units................3
         1.6  Exchange Procedures.................................................................................4
         1.7  No Further Ownership Rights in Target...............................................................5
         1.8  Exemption from Registration; California Permit......................................................5
         1.9  Further Action......................................................................................5
         1.10  Reduction in Cash Consideration....................................................................6

ARTICLE 2  REPRESENTATIONS AND WARRANTIES OF TARGET...............................................................6
         2.1  Organization and Qualification......................................................................6
         2.2  Authority Relative to this Agreement................................................................7
         2.3  Capitalization......................................................................................7
         2.4  Subsidiaries........................................................................................8
         2.5  No Conflicts........................................................................................8
         2.6  Books and Records; Organizational Documents.........................................................8
         2.7  Target Financials...................................................................................9
         2.8  Absence of Changes..................................................................................9
         2.9  No Undisclosed Liabilities.........................................................................12
         2.10  Taxes.............................................................................................12
         2.11  Legal Proceedings.................................................................................15
         2.12  Compliance with Laws and Orders...................................................................15
         2.13  Employee Benefit Plans............................................................................15
         2.14  Title to Property.................................................................................16
         2.15  Intellectual Property.............................................................................17
         2.16  Contracts.........................................................................................20
         2.17  Insurance.........................................................................................21
         2.18  Affiliate Transactions............................................................................21
         2.19  Employees; Labor Relations........................................................................22
         2.20  Environmental Matters.............................................................................23
         2.21  Other Negotiations; Brokers; Third Party Expenses.................................................24
         2.22  Foreign Corrupt Practices Act.....................................................................24
         2.23  Approvals.........................................................................................25
         2.24  Disclosure........................................................................................25
         2.25  Permit Application; Information Statement.........................................................25
         2.26  Investment Advisors...............................................................................26
         2.27  Due Diligence.....................................................................................26



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                                                                                                               PAGE
                                                                                                               ----
                                                                                                            
ARTICLE 3  REPRESENTATIONS AND WARRANTIES OF ACQUIROR............................................................26
         3.1  Organization and Qualification.....................................................................26
         3.2  Authority Relative to this Agreement...............................................................26
         3.3  SEC Documents; Parent Financial Statements.........................................................27
         3.4  No Conflicts.......................................................................................28
         3.5  Information to be Supplied by Parent...............................................................28
         3.6  Ownership of Merger Sub; No Prior Activities.......................................................28
         3.7  Investment Advisors................................................................................29
         3.8  Third Party Consents...............................................................................29

ARTICLE 4  ADDITIONAL AGREEMENTS.................................................................................29
         4.1  Information Statement; Permit Application..........................................................29
         4.2  Target Units Holders Approval......................................................................30
         4.3  Access to Information..............................................................................31
         4.4  Confidentiality....................................................................................31
         4.5  Expenses...........................................................................................31
         4.6  Public Disclosure..................................................................................32
         4.7  Approvals..........................................................................................32
         4.8  Notification of Certain Matters....................................................................32
         4.9  Additional Documents and Further Assurances........................................................32
         4.10  NNM Listing.......................................................................................33
         4.11  Auditors..........................................................................................33
         4.12  Benefit Arrangements..............................................................................33
         4.18  Noncompete........................................................................................34

ARTICLE 5  CONDITIONS TO THE MERGER..............................................................................34
         5.1  Conditions to Obligations of Each Party to Effect the Merger.......................................34
         5.2  Additional Conditions to Obligations of Target.....................................................35
         5.3  Additional Conditions to the Obligations of Parent and Merger Sub..................................36

ARTICLE 6  SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.....................................38
         6.1  Survival of Representations, Warranties, Covenants and Agreements..................................38
         6.2  Indemnification by Target and the Holder Indemnitors...............................................38
         6.3  Market Stand-Off...................................................................................39
         6.4  Limitation of Liability............................................................................39

ARTICLE 7  CONDUCT PRIOR TO THE EFFECTIVE TIME...................................................................40
         7.1  Conduct of Business................................................................................40
         7.2  No Solicitation....................................................................................40

ARTICLE 8  TERMINATION, AMENDMENT AND WAIVER.....................................................................41
         8.1  Termination........................................................................................41
         8.2  Effect of Termination..............................................................................42
         8.3  Amendment..........................................................................................42
         8.4  Extension; Waiver..................................................................................43


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                                                                                                               PAGE
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ARTICLE 9  MISCELLANEOUS PROVISIONS..............................................................................43
         9.1  Notices............................................................................................43
         9.2  Entire Agreement...................................................................................45
         9.3  Further Assurances; Post-Closing Cooperation.......................................................45
         9.4  Waiver.............................................................................................45
         9.5  Third Party Beneficiaries..........................................................................46
         9.6  No Assignment; Binding Effect......................................................................46
         9.7  Headings...........................................................................................46
         9.8  Invalid Provisions.................................................................................46
         9.9  Governing Law......................................................................................46
         9.10  Construction......................................................................................46
         9.11  Counterparts......................................................................................46
         9.12  Specific Performance..............................................................................46
         9.13  No Solicitation of Employees......................................................................47
         9.14  Exculpation.......................................................................................47

ARTICLE 10  DEFINITIONS..........................................................................................47
         10.1  Definitions.......................................................................................47



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                                  TABLE OF CONTENTS



                                                                                                               PAGE
                                                                                                               ----
                                                                                                         
EXHIBITS & SCHEDULES
Exhibit A   -    Forms of Ancillary Agreements
                 A.1--Programming Services Agreement
                 A.2--VirtualModem License Agreement
                 A.3--Preferred Content Provider Agreement
                 A.4--Registration Rights Agreement
Exhibit B   -    Form of Delaware Certificate of Merger
Exhibit C   -    Form of Stockholders Certificate
Exhibit D   -    Form of Parent Officer's Certificates
Exhibit E   -    Matters to be Covered by Legal Opinion of Gunderson Dettmer Stough Villeneuve
                 Franklin & Hachigian, LLP
Exhibit F   -    Form of Target Management Committee's Certificates
Exhibit G   -    Matters to be Covered by Legal Opinion of Cooperman Levitt Winkoff Lester & Newman,
                 P.C.
Exhibit H   -    Form Parent Officer's Tax Certificate
Exhibit 4.2 -    Support Agreement



                                       iv


                              MERGER AGREEMENT AND

                             PLAN OF REORGANIZATION



                  This MERGER AGREEMENT AND PLAN OF REORGANIZATION (the 
"AGREEMENT") is made and entered into as of January 12, 2000, by and among 
LIBERATE TECHNOLOGIES, a Delaware corporation (the "PARENT"), SOURCESUITE 
LLC, a Delaware limited liability company (the "TARGET"), SOURCE MEDIA, INC., 
a Delaware corporation ("SOURCE MEDIA"), INSIGHT COMMUNICATIONS COMPANY, 
INC., a Delaware corporation ("INSIGHT COMMUNICATIONS") and Insight 
Interactive, LLC, a Delaware limited liability company and wholly owned 
subsidiary of Insight Communications ("INSIGHT INTERACTIVE"). This Agreement 
shall be entered into by LIBERATE ACQUISITION CO., a Delaware limited 
liability company and a wholly owned subsidiary of Parent (the "MERGER SUB"), 
and by SOURCESUITE ACQUISITION LLC, a Delaware limited liability company (the 
"OTHER ASSETS COMPANY"), on or before the Closing. Capitalized terms used and 
not otherwise defined herein have the meanings set forth in ARTICLE 10.

                                    RECITALS

                  A. Source Media and Insight Interactive are the holders 
(individually a "Holder," collectively the "Holders") of all of the capital 
ownership interests in Target ("TARGET UNITS"); the affairs of Target and the 
conduct of its business is as set forth in the Limited Liability Company 
Agreement between Source Media and Insight Interactive dated as of November 
17, 1999 ("TARGET LLC AGREEMENT"); and a management committee has the final 
authority with respect to the management of the business and affairs of 
Target ("TARGET MANAGEMENT COMMITTEE").

                  B. Target and Other Assets Company will enter into 
agreement(s) whereby the assets of Target prior to the effectiveness of such 
agreement(s) will be separated such that the business, all assets and 
properties used in and/or necessary to the conduct of the business, and 
certain liabilities associated with the business, each relating to the 
VirtualModem Products will remain within Target and all other businesses, 
assets, properties and liabilities will be purchased by Other Assets Company 
at a price equal to their fair market value as determined by KPMG Peat 
Marwick in its valuation (the "KPMG Value").

                  C. The Board of Directors of Parent and the Management 
Committees of each of Merger Sub and Target believe it is in the best 
interests of Parent, Merger Sub and Target and their respective stockholders 
and members that Parent acquire Target through the merger of Merger Sub with 
and into Target (the "MERGER") and, in furtherance thereof, have approved the 
Merger.

                  D. The Board of Directors of Parent and the Management 
Committees of each of Merger Sub and Target have approved the Merger and this 
Agreement and the transactions contemplated hereby.



                  E. Pursuant to the Merger, among other things, and subject 
to the terms and conditions of the Agreement, all of the Target Units which 
are outstanding immediately prior to the Effective Time of the Merger shall 
be converted into the right to receive shares of Common Stock of Parent 
("PARENT COMMON STOCK").

                  F. On the Closing Date, Target and Other Assets Company 
shall enter into the Programming Services Agreement; Other Assets Company and 
Parent shall enter into the Preferred Content Provider Agreement; Target and 
Insight Communications shall enter into the VirtualModem License Agreement; 
and Parent and the Holders shall enter into the Registration Rights 
Agreement, all in the forms attached hereto as EXHIBIT A.1 THROUGH A.4.

                  G. Target and Parent desire to make certain 
representations, warranties, covenants and agreements in connection with the 
Merger.

                  H. For United States federal income tax purposes, it is 
intended that the Merger qualify as a "reorganization" within the meaning of 
Section 368 of the Internal Revenue Code.

                  NOW, THEREFORE, in consideration of the covenants, 
promises, representations and warranties set forth herein, and for other good 
and valuable consideration (the receipt and sufficiency of which are hereby 
acknowledged by the parties), and intending to be legally bound hereby, the 
parties agree as follows:

                                    ARTICLE 1
                                   THE MERGER

                  1.1 THE MERGER. At the Effective Time and subject to and 
upon the terms and conditions of this Agreement and the applicable provisions 
of the DLLCA, and, to the extent applicable, the California Code, Merger Sub 
shall be merged with and into Target, the separate existence of Merger Sub 
shall cease, and Target shall continue as the surviving company and as a 
wholly owned subsidiary of Parent (the "SURVIVING COMPANY").

                  1.2 EFFECTIVE TIME. Unless this Agreement is earlier 
terminated pursuant to SECTION 8.1, the closing and consummation of the 
Merger (the "CLOSING") will take place as promptly as practicable, but in no 
event later than two (2) Business Days, following satisfaction or waiver of 
the conditions set forth in ARTICLE 5, at the offices of Gunderson Dettmer 
Stough Villeneuve Franklin & Hachigian, LLP, unless another place or time is 
agreed to by Parent and Target. The date upon which the Closing actually 
occurs is herein referred to as the "CLOSING DATE." On the Closing Date, the 
parties hereto shall cause the Merger to be consummated by filing a 
certificate of merger in form reasonably acceptable to the parties, in form 
and substance to be agreed upon by Parent and Holders and to be set forth as 
EXHIBIT B (the "DELAWARE CERTIFICATE OF MERGER"), in accordance with the 
relevant provisions of applicable law (the time of acceptance by the 
Secretary of State of the State of Delaware of such filing, or such later 
time agreed to by the parties and set forth in the Delaware Certificate of 
Merger, being referred to herein as the "EFFECTIVE TIME"). The Delaware 
Certificate of Merger shall provide that the Surviving Company shall change 
its name, and Parent and the Surviving Company shall take all 

                                       2


actions reasonably requested by the Related Parties to allow the Other Assets 
Company to use the name "SourceSuite."

                  1.3 EFFECT OF THE MERGER ON CONSTITUENT COMPANIES. At the 
Effective Time, the effect of the Merger shall be as provided in the 
applicable provisions of the DLLCA. Without limiting the generality of the 
foregoing, and subject thereto, at the Effective Time, all the property, 
rights, privileges, powers and franchises of Merger Sub and Target shall vest 
in the Surviving Company, and all debts, liabilities, obligations, 
restrictions, disabilities and duties of Merger Sub and Target shall become 
the debts, liabilities, obligations, restrictions, disabilities and duties of 
the Surviving Company.

                  1.4 CERTIFICATE OF FORMATION, LIMITED LIABILITY COMPANY 
AGREEMENT AND MANAGEMENT COMMITTEE OF SURVIVING COMPANY.

                           (a)  At the Effective  Time, the  Certificate  of 
Formation of Target, as in effect immediately prior to the Effective Time 
shall be the Certificate of Formation of the Surviving Company from and after 
the Effective Time until thereafter amended as provided by applicable law and 
such Certificate of Formation.

                           (b)  At the Effective Time, the Limited Liability 
Company Agreement of Merger Sub, as in effect immediately prior to the 
Effective Time, shall be the Limited Liability Company Agreement of the 
Surviving Company until thereafter amended as provided by applicable law.

                           (c) At the Effective Time, the Target Management 
Committee shall no longer have any rights, power or authority to manage the 
business or affairs of Target or the Surviving Company and Parent shall 
designate the manager(s) of the Surviving Company.

                  1.5 MAXIMUM NUMBER OF SHARES OF PARENT COMMON STOCK TO BE 
ISSUED; EFFECT ON TARGET UNITS. The maximum number of shares of Parent Common 
Stock to be issued in exchange for the acquisition by Parent of all Target 
Units which are outstanding immediately prior to the Effective Time shall not 
exceed the Maximum Share Number. On the terms and subject to the conditions 
of this Agreement, as of the Effective Time, by virtue of the Merger and 
without any action on the part of Parent, Merger Sub or Target or any holder 
of any Target Units, the following shall occur:

                           (a)  TRANSFER OF TARGET UNITS. At the Effective 
Time, each Target Unit that is outstanding immediately prior to the Effective 
Time will be transferred to Parent in exchange for the issuance by Parent of 
that number of shares of Parent Common Stock equal to the Exchange Ratio, 
rounded down to the nearest whole share of Parent Common Stock, subject to 
adjustment in accordance with SECTION 1.8, plus as a working capital 
adjustment an amount of cash equal to the quotient of (X) the excess of (A) 
the amount of Target's cash and cash equivalents at the Effective Time over 
(B) any taxes payable by Target on the sale of assets to the Other Assets 
Company which shall be estimated as of the Closing Date (in calculating taxes 
payable for this purpose, any losses incurred by Target prior to the 
Effective Time shall offset any gain that would otherwise be recognized on 
such sale), divided by (Y) the aggregate number of Target Units that are 
outstanding immediately prior to the Effective Time. At the Effective 

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Time, the taxes payable in clause (B) above shall be estimated, based on the 
sales price of the assets sold to the Other Assets Company. Adjustments to 
the taxes payable, if any, shall be made following the preparation of 
Target's federal income tax return for the period ending on the Closing Date; 
if the estimated taxes payable as determined on the Closing Date are higher 
than the taxes reported on such return, Parent shall make a cash payment to 
each Holder equal to one half of such difference, and if the estimated taxes 
payable are lower than the taxes reported on such return each Holder shall 
make a cash payment to Parent equal to one half of such difference.

                           (b) ADJUSTMENTS TO EXCHANGE RATIO. The Exchange 
Ratio shall be equitably adjusted to reflect fully the effect of any stock 
split, reverse split, stock combination, stock dividend (including any 
dividend or distribution of securities convertible into Parent Common Stock), 
reorganization, reclassification, recapitalization or other like change with 
respect to Parent Common Stock occurring after the date hereof and prior to 
the Effective Time.

                           (c)  FRACTIONAL  SHARES.  No fraction of a share 
of Parent Common Stock will be issued in the Merger, but in lieu thereof, 
each holder of a Target Unit who would otherwise be entitled to a fraction of 
a share of Parent Common Stock (after aggregating all fractional shares of 
Parent Common Stock to be received by such holder) shall be entitled to 
receive from Parent an amount of cash (rounded to the nearest whole cent) 
equal to the product of (a) such fraction, multiplied by (b) the average of 
the closing prices of Parent's Common Stock for the ten (10) trading days 
ended on the second trading day immediately preceding the Closing Date.

                  1.6 EXCHANGE PROCEDURES.

                           (a)  PARENT COMMON STOCK.  As soon as practicable 
after the Effective Time, but in no event later than two (2) Business Days 
after the Effective Time, Parent shall transfer to each Holder a certificate 
for the aggregate number of shares of Parent Common Stock issuable in 
exchange for outstanding Target Units owned by such Holder pursuant to 
SECTION 1.5 and cash in an amount sufficient to permit the payment of all 
cash payable in lieu of fractional shares pursuant to SECTION 1.5(c).

                           (b)  EXCHANGE PROCEDURES.  As soon as practicable 
after the Effective Time, but in no event later than two (2) Business Days 
after the Effective Time, each Holder shall transfer the Target Units owned 
by it to the Parent. Until so transferred, each outstanding Target Unit prior 
to the Effective Time will be deemed from and after the Effective Time, for 
all corporate purposes, to evidence the ownership of the number of full 
shares of Parent Common Stock into which such Target Units shall be so 
transferable and the right to receive cash in lieu of fractional shares as 
provided herein.

                           (c)  DISTRIBUTIONS WITH RESPECT TO TRANSFERRED 
TARGET UNITS. No dividends or other distributions with respect to Parent 
Common Stock declared or made after the Effective Time and with a record date 
after the Effective Time will be paid to any Holder of any untransferred 
Target Units with respect to the shares of Parent Common Stock represented 
thereby until the holder of record of such Target Units shall transfer such 
Target Units as provided in this SECTION 1.6 or as otherwise accepted by 
Parent. Subject to applicable law, 

                                       4


following surrender of any such Target Units, there shall be paid to the 
record holder of the certificates representing whole shares of Parent Common 
Stock issued in exchange therefor, without interest, at the time of such 
transfer, the amount of dividends or other distributions with a record date 
after the Effective Time theretofore payable (but for the provisions of this 
SECTION 1.5(c)) with respect to such whole shares of Parent Common Stock.

                  1.7 NO FURTHER OWNERSHIP RIGHTS IN TARGET. All shares of 
Parent Common Stock issued upon the transfer of Target Units in accordance 
with the terms hereof (including any cash in lieu of fractional shares) shall 
be deemed to have been issued in full satisfaction of all rights pertaining 
to such Target Units, and there shall be no further registration of transfers 
on the records of Target of Target Units which were outstanding immediately 
prior to the Effective Time.

                  1.8 EXEMPTION FROM REGISTRATION; CALIFORNIA PERMIT. The 
shares of Parent Common Stock to be issued pursuant to SECTION 1.6 in 
connection with the Merger will be issued in a transaction exempt from 
registration under the Securities Act, by reason of Section 3(a)(10) thereof, 
or pursuant to SECTION 4.1, by reason of Section 4(2) of the Securities Act 
and SEC rules and regulations promulgated thereunder. Subject to the 
provisions of SECTION 4.1, the shares of Parent Common Stock to be issued 
pursuant to SECTION 1.6 in connection with the Merger will be qualified under 
the California Code, pursuant to Section 25121 thereof, after a fairness 
hearing has been held pursuant to the authority granted by Section 25142 of 
such law. Parent shall use all requisite commercially reasonable efforts, 
with the cooperation of Target, (i) to file, as promptly as practicable 
following the execution and delivery of this Agreement and in any event on or 
before January 21, 2000, an application for issuance of a permit pursuant to 
Section 25121 of the California Code to issue such securities (the 
"CALIFORNIA PERMIT") and (ii) to obtain the California Permit as promptly as 
practicable and in any event no later than March 10, 2000. If the parties are 
unable to obtain the California Permit for whatever reason by March 10, 2000, 
as required by Section 5.1(c), Source Media shall be entitled to receive for 
each Target Unit then held by Source Media an amount of cash equal to $15 
million divided by the number of Target Units then held by Source Media (plus 
any cash for each such Target Unit payable pursuant to Section 1.5(a) 
hereof), and the number of shares of Parent Common Stock to which Source 
Media shall be entitled to receive pursuant to Section 1.5 shall be reduced 
by the number of shares by which the Maximum Share Number is reduced, 
PROVIDED, HOWEVER, that if the cash payable pursuant to this Section 1.8 is 
reduced in accordance with SECTION 1.10, the number of shares of Parent 
Common Stock to which Source Media shall be entitled to receive shall be 
increased by the increase in the Maximum Share Number determined in 
accordance with SECTION 1.10.

                  1.9 FURTHER ACTION. If, at any time after the Effective 
Time, any such further action is necessary or desirable to carry out the 
purposes of this Agreement or to vest the Surviving Company with full right, 
title and possession to all assets, property, rights, privileges, powers and 
franchises of Target, Parent is fully authorized to take, and will take, all 
such lawful and necessary action.

                  1.10 REDUCTION IN CASH CONSIDERATION. Anything to the 
contrary herein notwithstanding, the aggregate amount of cash payable 
pursuant to SECTION 1.5(a) and SECTION 1.8 shall be reduced such that the sum 
of (A) the cash payable pursuant to SECTION 1.5(a), 

                                       5


(B) the cash payable pursuant to SECTION 1.8, (C) the KPMG Value (as defined 
in the Recitals of this Agreement) and (D) the value of the royalty-free 
license granted to Other Assets Company pursuant to the Programming Services 
Agreement by Parent or Target as determined by KPMG Peat Marwick, will not 
exceed 19.9% of the total aggregate consideration payable to the Holders 
calculated based on the fair market value of the Parent Common Stock at the 
Effective Time. Any such reduction shall first be made from the amount of 
cash payable pursuant to SECTION 1.8. If the amount of cash payable is 
reduced in accordance with this SECTION 1.10, the Maximum Share Number shall 
be increased by a number of shares equal to such reduction divided by 
$232.6875 per share; PROVIDED, HOWEVER, that in no event shall the Maximum 
Share Number be increased above 886,000.

                                    ARTICLE 2
                    REPRESENTATIONS AND WARRANTIES OF TARGET

                  Target, Target Subsidiary, the Holders and Insight 
Communications, jointly and severally, hereby represent and warrant to 
Parent, subject to such exceptions and qualifications as specifically 
disclosed with respect to the specific numbered and lettered sections and 
subsections of this ARTICLE 2 in the Target disclosure schedule and schedule 
of exceptions of Target (the "TARGET DISCLOSURE SCHEDULE") delivered herewith 
and which shall become a part hereof, dated as of the date hereof, and 
numbered with corresponding numbered and lettered sections and subsections, 
as follows:

                  2.1 ORGANIZATION AND QUALIFICATION. Target is a limited 
liability company and Target Subsidiary is a corporation; each such entity is 
duly organized, validly existing and in good standing under the laws of the 
state or province of its formation or incorporation, and each of Target and 
Target Subsidiary has all requisite power and authority to conduct its 
business as now conducted and as currently proposed to be conducted and to 
own, use, license and lease its Assets and Properties. Each of Target and 
Target Subsidiary is duly qualified to do business and is in good standing as 
a limited liability company or a foreign corporation in each jurisdiction in 
which the ownership, use, licensing or leasing of its Assets and Properties, 
or the conduct or nature of its business, makes such qualification, licensing 
or admission necessary, except for such failures to be so duly qualified, 
licensed or admitted and in good standing that could not reasonably be 
expected to have a Material Adverse Effect on Target. SECTION 2.1 OF THE 
TARGET DISCLOSURE SCHEDULE sets forth each jurisdiction where each of Target 
and Target Subsidiary is so qualified to do business and separately lists 
each other jurisdiction in which each of Target and Target Subsidiary owns, 
uses, licenses or leases any material Assets and Properties, conducts 
business, or has employees or engages independent contractors.

                  2.2 AUTHORITY RELATIVE TO THIS AGREEMENT. Subject only to 
the requisite approval of the Merger, this Agreement and the other agreements 
attached as Exhibits A.1 to A.4 hereto (the "ANCILLARY AGREEMENTS") by the 
holders of Target Units, each of Target, Other Assets Company, Source Media, 
Insight Communications and Insight Interactive (individually, a "Related 
Party;" collectively, the "Related Parties") (i) has all requisite power and 
authority to execute and deliver this Agreement and each Ancillary Agreement 
to which it is a party, to perform its obligations hereunder and thereunder 
and to consummate the transactions contemplated hereby and thereby. The 
execution and delivery by each 

                                       6


Related Party of this Agreement and the Ancillary Agreements to which it is a 
party and the consummation by each Related Party of the transactions 
contemplated hereby and thereby, and the performance by each Related Party of 
its obligations hereunder and thereunder, have been duly and validly 
authorized by all necessary action by each Related Party; and no other action 
on the part of such governing bodies is required to authorize the execution, 
delivery and performance by each Related Party of this Agreement and the 
Ancillary Agreements to which it is a party and the consummation by each 
Related Party of the transactions contemplated hereby and thereby. The 
consummation by Source Media of the transactions contemplated hereby shall at 
Closing have received all requisite approvals of the Source Media 
Bondholders. This Agreement and the Ancillary Agreements to which such 
Related Party is a party have been duly and validly executed and delivered by 
such Related Party and, assuming the due authorization and valid execution 
and delivery hereof by Parent and each other party to such agreement, each 
constitutes a legal, valid and binding obligation of such Related Party 
enforceable against such Related Party in accordance with its respective 
terms, except as the enforceability thereof may be limited by bankruptcy, 
insolvency, fraudulent conveyance, reorganization, moratorium or other 
similar Laws relating to the enforcement of creditors' rights generally and 
by general principles of equity.

                  2.3 CAPITALIZATION. The authorized capital ownership 
interests of Target consists only of 1,000,000 Target Units, all of which are 
outstanding. All of the outstanding Target Units are validly issued, fully 
paid and nonassessable and have been issued in compliance with all applicable 
federal, state and foreign securities Laws. SECTION 2.3 OF THE TARGET 
DISCLOSURE SCHEDULE lists the name of each holder of Target Units. Except as 
set forth in SECTION 2.3 OF THE TARGET DISCLOSURE SCHEDULE, Target has not 
authorized or issued any other units or other measures of capital ownership 
of Target. Except as set forth in SECTION 2.3 OF THE TARGET DISCLOSURE 
SCHEDULE, there are no agreements, arrangements or understandings to which 
Target is a party (written or oral) to issue any other units or other 
measures of capital ownership of Target, there are no options or other rights 
to require such units or other measures of capital ownership and there are no 
preemptive rights or agreements, arrangements or understandings to issue 
preemptive rights with respect to the issuance or sale of any units or other 
measures of capital ownership of Target created by statute, the Certificate 
of Formation or the Target LLC Agreement, or any agreement or other 
arrangement to which Target is a party or to which it is bound and there are 
no agreements, arrangements or understandings to which Target is a party 
(written or oral) pursuant to which Target has the right to elect to satisfy 
any Liability by issuing any units or other measures of capital ownership of 
Target. Other than the Target LLC Agreement, Target is not a party or subject 
to any agreement or understanding, and, to Target's knowledge, there is no 
agreement, arrangement or understanding between or among any Persons which 
affects, restricts or relates to voting, giving of written consents, 
distributions, allocation of profits and losses, or transferability of units 
or other measures of capital ownership of Target, including any voting trust 
agreement or proxy.

                  2.4 SUBSIDIARIES. SourceSuite Canada Inc., a Canadian 
federal corporation ("TARGET SUBSIDIARY") is a wholly owned subsidiary of 
Target. Except for Target Subsidiary, Target has (and prior to the Closing 
will have) no Subsidiaries and does not (and prior to the Closing will not) 
otherwise hold any equity, membership, partnership, joint venture or other 
ownership interest in any Person.

                                       7


                  2.5 NO CONFLICTS. The execution and delivery by Target of 
this Agreement does not, and the performance by Target of its obligations 
under this Agreement and the consummation of the transactions contemplated 
hereby do not and will not:

                           (a)  conflict with or result in a violation or 
breach of any of the terms, conditions or provisions of the Certificate of 
Formation of Target or the Target LLC Agreement or the Certificate of 
Incorporation or Bylaws of Target Subsidiary or the charter documents of the 
Related Parties (other than Target);

                           (b)  subject to obtaining the consents, approvals 
and actions, making the filings and giving the notices disclosed in SECTION 
2.5 OF THE TARGET DISCLOSURE SCHEDULE, if any, conflict with or result in a 
violation or breach of any Law or Order applicable to Target or Target 
Subsidiary, any of their respective Assets and Properties or any Related 
Party (other than Target); or

                           (c)  except as would not have a Material Adverse 
Effect on Target or as disclosed in SECTION 2.5 OF THE DISCLOSURE SCHEDULE 
(i) conflict with or result in a violation or breach of, (ii) constitute a 
default (or an event that, with or without notice or lapse of time or both, 
would constitute a default) under, (iii) require Target, Target Subsidiary or 
any Related Party (other than Target) to obtain any consent, approval or 
action of, make any filing with or give any notice to any Person (other than 
the filing of the Delaware Certificate of Merger together with the required 
officers' certificates, any filing required under the HSR Act and regulations 
promulgated thereunder, and such consents' approvals, orders, authorizations, 
registrations, declarations and filings as may be required under state or 
federal securities laws) as a result or under the terms of, (iv) result in or 
give to any Person any right of termination, cancellation, acceleration or 
modification in or with respect to, (v) result in or give to any Person any 
additional rights or entitlement to increased, additional, accelerated or 
guaranteed payments or performance under, (vi) result in the creation or 
imposition of (or the obligation to create or impose) any material Lien upon 
Target or Target Subsidiary or any of their respective material Assets and 
Properties under or (vii) result in the loss of a material benefit under, any 
material Contract or License to which Target or Target Subsidiary is a party 
or by which any of Target's or Target Subsidiary's material Assets and 
Properties are bound.

                  2.6 BOOKS AND RECORDS; ORGANIZATIONAL DOCUMENTS. The minute 
books and capital interests record books and other similar records of Target 
and Target Subsidiary have been provided or made available to Parent or its 
counsel prior to the execution of this Agreement as set forth in SECTION 2.6 
OF THE DISCLOSURE SCHEDULE, are complete and correct in all material respects 
and have been maintained in accordance with customary business practices. 
Such minute books contain a true and complete record of all actions taken at 
all meetings and by all written consents in lieu of meetings of the members 
of Target and Target Management Committee and of the directors, stockholders 
and committees of the Board of Directors of Target Subsidiary from the date 
of Target's and Target Subsidiary's respective formation or incorporation 
through the date hereof. Target has prior to the execution of this Agreement 
delivered to Parent true and complete copies of its Certificate of Formation 
and limited liability company agreement and of Target Subsidiary's 
Certificate and Articles of Incorporation and Bylaws, as amended through the 
date hereof. Target is not in violation of any provisions of its 

                                       8


Certificate of Formation or Target LLC Agreement, as so amended, nor is 
Target Subsidiary in violation of any provisions of its Articles of 
Incorporation or Bylaws.

                  2.7 TARGET FINANCIALS. SECTION 2.7 OF THE TARGET DISCLOSURE 
SCHEDULE sets forth Target Financials. Target Financials delivered to Parent 
are correct and complete in all material respects and have been prepared in 
accordance with GAAP applied on a basis consistent throughout the periods 
(except, with respect to any Target Financials that are unaudited, for the 
absence of notes thereto and the effect of the absence of notes thereto and 
the effect of the absence of year-end audit adjustments) indicated and 
consistent with each other (except as indicated in the notes thereto, as 
delivered to Parent prior to the date hereof). Target Financials present 
fairly the financial condition and operating results of Target as of the 
dates and during the periods indicated therein. The accounts and notes 
receivable of Target reflected on Target Financials, and all accounts and 
notes receivable arising subsequent to November 30, 1999, (a) arose from bona 
fide sales transactions, and are payable on ordinary trade terms net of 
applicable reserves, (b) are legal, valid and binding obligations of the 
respective debtors enforceable in accordance with their respective terms, (c) 
are not subject to any known valid set-off or counterclaim net of applicable 
reserves and (d) do not represent obligations for goods sold on consignment, 
on approval or on a sale-or-return basis or subject to any other repurchase 
or return arrangement (except that software licensed by Target is subject to 
acceptance by Target). All inventory of Target reflected on the balance sheet 
included in the Target Financials consisted, and all such inventory acquired 
since November 30, 1999 consists of a quality and quantity usable and salable 
in the ordinary course of business net of applicable reserves. None of the 
items included in the inventory of Target have been pledged as collateral, is 
held by Target on consignment from others; all of the items included in the 
inventory of Target conform in all material respects to all standards 
applicable to such inventory or its use or sale imposed by Governmental or 
Regulatory Authorities. All intercompany indebtedness of Target and Target 
Subsidiary to any Holder or other Related Party shall be cancelled or settled 
on or before the Closing, provided that Lucky shall pay up to $50,000 of 
prepaid expenses for goods and services to be received by Target or Target 
Subsidiary after the Closing.

                  2.8 ABSENCE OF CHANGES. Since the Financial Statement Date, 
there has not been any material adverse change in the Business or Condition 
of Target or any occurrence or event which, individually or in the aggregate, 
is expected to have Material Adverse Effect on Target. In addition, without 
limiting the generality of the foregoing, except as expressly contemplated by 
this Agreement or as set forth in SECTION 2.8 OF THE TARGET DISCLOSURE 
SCHEDULE, since the Financial Statement Date:

                           (a)  neither  Target nor Target  Subsidiary  has 
entered into any Contract or other material commitment or transaction and no 
other Related Party has entered into a contract relating to the VirtualModem 
Business;

                           (b)  Target has not entered into any Contract in 
connection with any transaction involving a Business Combination;

                           (c)  there has not been any material amendment or 
other material modification (or agreement to do so), or material violation of 
the terms of, any of the Contracts set forth or described in SECTION 2.16 OF 
THE TARGET DISCLOSURE SCHEDULE;

                                       9


                           (d)  neither Target not Target  Subsidiary has 
entered into any transaction with any member, manager, officer, director, 
Affiliate or Associate of Target, other than pursuant to any Contract 
disclosed to Parent pursuant to (and so identified in) SECTION 2.8(d) OF THE 
TARGET DISCLOSURE SCHEDULE.

                           (e)  there has not been any transfer (by way of a 
License or otherwise) to any Person (including any Related Party other than 
Target) of rights to any material Target Intellectual Property, other than 
licenses in the ordinary course of business consistent with past practice;

                           (f)  there has not been any amendment to Target's 
Certificate of Formation or Target LLC Agreement or to Target Subsidiary's 
Articles of Incorporation or Bylaws;

                           (g)  Target has not declared, set aside or paid 
any dividends on or made any other distributions (whether in cash, stock or 
property) in respect of any Target Units, or effected or approved any split, 
combination or reclassification of any Target Units, or issued or authorized 
the issuance of any other securities, in lieu of or in substitution for 
Target, or repurchased, redeemed or otherwise acquired, directly or 
indirectly, any Target Units;

                           (h)  Target has not issued, granted, delivered, 
sold or authorized or proposed to issue, grant, deliver or sell, or purchased 
or proposed to purchase, any units or other measures of capital ownership of 
Target; and there has been no modification or amendment of the rights of any 
holder of any units or other measures of capital ownership of Target;

                           (i)  no Action or Proceeding has been commenced 
or, to the knowledge of any Related Party, threatened by or against Target or 
Target Subsidiary.

                           (j)  neither Target nor Target Subsidiary has made 
any change in accounting policies, principles, methods, practices or 
procedures (including for bad debts, contingent liabilities or otherwise, 
respecting capitalization or expense of research and development 
expenditures, depreciation or amortization rates or timing of recognition of 
income and expense);

                           (k)  Target and Target Subsidiary have taken all 
commercially reasonable action required to procure, maintain, renew, extend 
or enforce any material Target Intellectual Property;

                           (l)  there has been no physical damage, 
destruction or other casualty loss (whether or not covered by insurance) 
affecting any of the real or personal property or equipment of Target or 
Target Subsidiary or in an amount exceeding fifty thousand dollars ($50,000) 
individually or one hundred fifty thousand dollars ($150,000) in the 
aggregate; and

                           (m)  neither Target nor Target Subsidiary has made 
or agreed to make any disposition or sale of, waiver of rights to, license or 
lease of, or incurrence of any material Lien on, or a material portion of any 
Assets and Properties of Target;

                                       10


                           (n)  neither Target nor Target Subsidiary has made 
or agreed to make any acquisition of any business, company or corporation, 
whether through the purchase of stock, a purchase, lease or License of 
assets, a merger, consolidation, tender offer or any other form of business 
combination;

                           (o)  neither Target nor Target Subsidiary has made 
or agreed to make any purchase of any Assets and Properties of any Person 
(including any Related Party other than Target) other than (1) acquisitions 
of inventory, or licenses of products, in the ordinary course of business of 
Target consistent with past practice and (2) other acquisitions in an amount 
not exceeding fifty thousand dollars ($50,000) in the case of any individual 
item or one hundred fifty thousand dollars ($150,000) in the aggregate;

                           (p)  neither Target nor Target Subsidiary has made 
or agreed to make any capital expenditures or commitments for additions to 
property, plant or equipment constituting capital assets in an amount 
exceeding fifty thousand dollars ($50,000) individually or one hundred fifty 
thousand dollars ($150,000) in the aggregate;

                           (q)  neither Target nor Target Subsidiary has made 
or agreed to make any write-off or write-down, any determination to write-off 
or write-down, or revalue, any of its Assets and Properties in excess of 
applicable reserves, or change in any reserves or liabilities associated 
therewith, in an amount exceeding fifty thousand dollars ($50,000) 
individually or one hundred fifty thousand dollars ($150,000) in the 
aggregate;

                           (r)  neither Target nor Target Subsidiary has made 
or agreed to make  payment, discharge or satisfaction, in an amount in excess 
of fifty thousand dollars ($50,000) in any one case or one hundred fifty 
thousand ($150,000) in the aggregate, of any claim, Liability or obligation 
(whether absolute, accrued, asserted or unasserted, contingent or otherwise), 
other than the payment, discharge or satisfaction in the ordinary course of 
business of Liabilities reflected or reserved against in the Target 
Financials and other than Liabilities incurred in the ordinary course of 
business since the Financial Statement Date;

                           (s)  neither Target nor Target Subsidiary has 
failed to pay or otherwise  satisfy any Liabilities presently due and payable 
except such Liabilities which are being contested in good faith by 
appropriate means or proceedings and which are immaterial in amount;

                           (t)  neither Target nor Target Subsidiary has 
incurred any Indebtedness or guaranteed any Indebtedness in any amount 
exceeding fifty thousand ($50,000) individually or one hundred fifty thousand 
($150,000) in the aggregate or issued or sold any debt securities of Target 
or guaranteed any debt securities of others;

                           (u)  neither Target nor Target Subsidiary has 
granted any severance or termination pay to any director, officer, employee 
or consultant, except payments made pursuant to written Contracts outstanding 
on the date hereof, copies of which have been delivered to Parent and the 
principal terms of which are disclosed in SECTION 2.8(u) OF THE TARGET 
DISCLOSURE SCHEDULE;

                                       11


                           (v) except pursuant to a Contract or otherwise 
disclosed to Parent pursuant to SECTION 2.8(d) OF THE TARGET DISCLOSURE 
SCHEDULE, neither Target nor Target Subsidiary has granted or approved any 
increase of greater than five percent (5%) in salary, rate of commissions, 
rate of consulting fees or any other compensation of any current officer, 
director, employee, independent contractor or consultant;

                           (w)  Target and Target Subsidiary have taken all 
commercially reasonable action required to procure, maintain, renew, extend 
or enforce any Target Intellectual Property, including submission of required 
documents or fees during the prosecution of patent, trademark or other 
applications for Registered Intellectual Property rights;

                           (x)  neither Target nor Target Subsidiary has 
entered into or approved any contract, arrangement or understanding or 
acquiesced in respect of any arrangement or understanding, to do, engage in 
or cause or having the effect of any of the foregoing.

                  2.9  NO UNDISCLOSED LIABILITIES. Except as reflected or 
reserved against in Target Financials (including the notes thereto), Target 
does not have, and as of the Closing will not have, any material Liabilities, 
other than Liabilities incurred in the ordinary course of business consistent 
with past practice since the Financial Statement Date that are not material.

                  2.10 TAXES.

                           (a)  All Tax Returns required to be filed prior to 
the Effective Time by or with respect to Target or Target Subsidiary or, to 
the extent such relationship results in a tax lien on or against the assets 
of Target or Target Subsidiary or successor tax liability with respect to 
Target or Target Subsidiary, any affiliated, consolidated, combined, unitary 
or similar group of which Target is or was a member (a "RELEVANT GROUP") with 
any Taxing Authority with respect to any Taxable period ending on or before 
the Effective Time, have been or will be completed and filed when due 
(including any extensions of such due date). All such Tax Returns are true, 
accurate and complete as filed. Target has previously provided or made 
available to Parent true and correct copies of all Tax Returns. No claim has 
ever been made by a Taxing Authority of any jurisdiction in which Target does 
not file Tax Returns that it is or may be subject to taxation by that 
jurisdiction. Neither Target nor Target Subsidiary has been granted any 
extension or waiver of the limitation period applicable to any Tax Returns 
that is still in effect.

                           (b)  The November 30, 1999 balance sheet included 
in the Target Financials (the "TARGET BALANCE SHEET") (i) fully accrues all 
Target's actual and contingent liabilities for Taxes with respect to all 
periods through November 30, 1999 and Target has not and will not incur any 
Tax liability in excess of the amount reflected on such Target Balance Sheet 
with respect to such periods (excluding any amount thereof that reflects 
timing differences between the recognition of income for purposes of GAAP and 
for Tax purposes), and (ii) properly accrues in accordance with GAAP all 
material liabilities for Taxes payable after November 30, 1999 with respect 
to all transactions and events occurring on or prior to such date. All 
information set forth in the notes to the Target Financials relating to Tax 
matters is true, complete and accurate in all material respects. Except as 
contemplated by this Agreement, no material Tax liability since November 30, 
1999 has been or will be incurred by Target other than 

                                       12


in the ordinary course of business, and adequate provision has been made by 
Target for all Taxes since that date in accordance with GAAP on at least a 
quarterly basis.

                           (c)  All Taxes due and payable by Target or Target 
Subsidiary, whether or not shown on any Tax Return or claimed to be due by 
any Taxing Authority, have been paid or accrued on the balance sheet included 
in the Target Financials, except for unpaid accruable Taxes incurred by 
Target in the ordinary course of its business since November 30, 1999. Target 
has withheld and paid to the applicable Taxing Authority all amounts required 
to be withheld and paid except where failure to so withhold or pay would not 
be material.

                           (d)  There is no material claim, audit, action, 
suit, proceeding, or (to the knowledge of Target, Target Subsidiary, Source 
Media and/or Insight Interactive) investigation now pending or (to the 
knowledge of Target, Target Subsidiary, Source Media and/or Insight 
Communications) threatened against or with respect to Target or Target 
Subsidiary in respect of any Tax or assessment. No notice of deficiency or 
similar document of any Taxing Authority asserting the Target and/or Target 
Subsidiary has unpaid Tax liability has been received by Target or Target 
Subsidiary, and there are no liabilities for Taxes (including liabilities for 
interest, additions to Tax and penalties thereon and related expenses) with 
respect to the issues that have been raised (and are currently pending) by 
any Taxing Authority that could, if determined adversely to Target, 
materially and adversely affect the liability of Target for Taxes. There are 
no liens for Taxes (other than for current Taxes not yet due and payable) 
upon the assets of Target or Target Subsidiary. Target has never been a 
member of an affiliated group of corporations, within the meaning of Section 
1504 of the Code. Target and Target Subsidiary are in full compliance with 
all the terms and conditions of any Tax exemptions or other Tax-sharing 
agreement or order of a foreign government and the consummation of the Merger 
will not have any adverse effect on the continued validity and effectiveness 
of any such Tax exemption or other Tax-sharing agreement or order.

                           (e)  Neither Target nor any person on behalf of 
Target has entered into or will enter into any agreement or consent pursuant 
to the collapsible corporation provisions of Section 341(f) of the Code (or 
any corresponding provision of state, local or foreign income tax law) or 
agreed to have Section 341(f)(2) of the Code (or any corresponding provision 
of state, local or foreign income tax law) apply to any disposition of any 
asset owned by Target.

                           (f)  None of the assets of Target or Target 
Subsidiary is property that Target is required to treat as being owned by any 
other person pursuant to the so-called "safe harbor lease" provisions of 
former Section 168(f)(8) of the Code. None of the assets of Target directly 
or indirectly secures any debt the interest on which is tax-exempt under 
Section 103(a) of the Code. None of the assets of Target is "tax-exempt use 
property" within the meaning of Section 168(h) of the Code. Target has not 
made and will not make a deemed dividend election under Treas. Reg. Sections 
1.1502-32(f)(2) or a consent dividend election under Section 565 of the Code. 
Target has never been a party (either as a distributing corporation or as a 
corporation that has been distributed) to any transaction intended to qualify 
under Section 355 of the Code or any corresponding provision of state law. 
Neither Target nor Target Subsidiary has participated in (and will not 
participate in) an international boycott within the meaning of Section 999 of 
the Code. Except for Canada, Target does not have and has not had a permanent 
establishment in any foreign country, as defined in any applicable tax treaty 
or convention 

                                       13


between the United States of America and any such foreign country. Target has 
never elected to be treated as an S-corporation under Section 1362 of the 
Code or any corresponding provision of federal or state law. Target is not 
party to any joint venture, partnership, or other arrangement or contract 
which could be treated as a partnership for federal income tax purposes. 
Target is not currently, and never has been, subject to the reporting 
requirements of Section 6038A of the Code. There is no agreement, contract or 
arrangement to which Target is a party that could, individually or 
collectively, result in the payment of any amount that would not be 
deductible by reason of Sections 280G (as determined without regard to 
Section 280G(b)(4) and (5)), 162(a) (by reason of being unreasonable in 
amount), 162 (b) through (p) or 404 of the Code. Target is not a party to or 
bound by any Tax indemnity, Tax sharing or Tax allocation agreement (whether 
written or unwritten or arising under operation of federal law as a result of 
being a member of a group filing consolidated Tax returns, under operation of 
certain state laws as a result of being a member of a unitary group, or under 
comparable laws of other states or foreign jurisdictions) which includes a 
party other than Target nor does Target owe any amount under any such 
Agreement. Target is not, and has not been, a United States real property 
holding corporation (as defined in Section 897(c)(2) of the Code) during the 
applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Other 
than by reason of the Merger, Target has not been and will not be required to 
include any material adjustment in Taxable income for any Tax period (or 
portion thereof) pursuant to Section 481 or 263A of the Code or any 
comparable provision under state or foreign Tax laws as a result of 
transactions, events or accounting methods employed prior to the Merger.

                           (g)  Except as contemplated by this Agreement, no 
material election with respect to Taxes has been or will be made without the 
prior written consent of Parent, which consent will not be unreasonably 
withheld or delayed.

                           (h)  For purposes of this Agreement, the following 
terms have the following meanings: "Tax" (and, with correlative meaning, 
"Taxes" and "Taxable") means any and all taxes including, without limitation, 
(i) any net income, alternative or add-on minimum tax, gross income, gross 
receipts, sales, use, ad valorem, transfer, franchise, profits, value added, 
net worth, license, withholding, payroll, employment, excise, severance, 
stamp, occupation, premium, property, environmental or windfall profit tax, 
custom, duty or other tax governmental fee or other like assessment or charge 
of any kind whatsoever, together with any interest or any penalty, addition 
to tax or additional amount imposed by any Taxing Authority responsible for 
the imposition of any such tax (domestic or foreign), (ii) any liability for 
the payment of any amounts of the type described in (i) as a result of being 
a member of an affiliated, consolidated, combined or unitary group for any 
Taxable period or as the result of being a transferee or successor thereof 
and (iii) any liability for the payment of any amounts of the type described 
in (i) or (ii) as a result of any express or implied obligation to indemnify 
any other person.

                           (i)  Target has validly elected or will elect, 
prior to the Closing Date, pursuant to Treas. Reg. Section 301.7701-3(c)(1), 
to be classified as a corporation for United States federal income tax 
purposes effective as of the date of its formation.

                                       14


                  2.11 LEGAL PROCEEDINGS. Except as set forth in SECTION 2.11 
OF THE TARGET DISCLOSURE SCHEDULE:

                                    (i)    there are no Actions or 
Proceedings pending or, to the knowledge of any Related Party, threatened 
against Target or Target Subsidiary or in which Target or Target Subsidiary 
is a party, any of which relate to or affect Target or Target Subsidiary or 
their respective Assets and Properties; to the extent that SECTION 2.11 OF 
THE TARGET DISCLOSURE SCHEDULE identifies any such Actions or Proceedings, 
Target has fully disclosed in writing to Parent all material facts and legal 
analyses necessary to enable Parent to make an independent evaluation of the 
merits of each Action or Proceeding;

                                    (ii)   neither Target nor Target 
Subsidiary has received notice, nor does Target, Target Subsidiary, Source 
Media and/or Insight Communications otherwise have knowledge of any Orders 
outstanding against Target or Target Subsidiary; and

                                    (iii)  there are no facts or 
circumstances known to any Related Party that is reasonably expected to give 
rise to any Action or Proceeding against, relating to or affecting Target or 
Target Subsidiary.

                  2.12 COMPLIANCE WITH LAWS AND ORDERS. Neither Target nor 
Target Subsidiary has violated in any material respect, and is not currently 
in default in any material respect under, any Law or Order applicable to 
Target or Target Subsidiary or any of their respective Assets and Properties.

                  2.13 EMPLOYEE BENEFIT PLANS.

                           (a)  Neither Target nor Target Subsidiary 
maintains, sponsors, is a party to, or contributes to or is obligated to 
contribute to, and Target's or Target Subsidiary's employees or former 
employees and their dependents or survivors do not receive benefits under, 
any of the following (whether or not set forth in a written document):

                                    (i)    Any employee benefit plan, as 
defined in section 3(3) of ERISA;

                                    (ii)   Any bonus, deferred compensation, 
incentive, restricted stock, stock purchase, stock option, stock appreciation 
right, phantom stock, supplemental pension, executive compensation, cafeteria 
benefit, dependent care, director or employee loan, fringe benefit, 
sabbatical, severance, termination pay or similar plan, program, policy, 
agreement or arrangement (other than any such item provided solely pursuant 
to the terms of a written or oral contract with any individual employee that 
is disclosed in SECTION 2.13 OF THE TARGET DISCLOSURE SCHEDULE); or

                                    (iii)  Any plan, program, agreement, 
policy, commitment or other arrangement relating to the provision of any 
benefit described in section 3(1) of ERISA to former employees, managers or 
directors or to their survivors, other than procedures intended to comply 
with COBRA.

                                       15


                           (b)  Neither Target nor any ERISA Affiliate has 
terminated, suspended, discontinued contributions to or withdrawn from any 
employee pension benefit plan, as defined in section 3(2) of ERISA, including 
(without limitation) any multiemployer plan, as defined in section 3(37) of 
ERISA.

                           (c)  Except as disclosed in SECTION 2.13 OF THE 
TARGET DISCLOSURE SCHEDULE, the consummation of the transactions contemplated 
by this Agreement (excluding any employment agreement with Parent entered 
into by any employee or director of Target in connection with this Agreement) 
will not result in (i) any amount becoming payable to any employee, director 
or independent contractor of Target or Target Subsidiary, (ii) the 
acceleration of payment or vesting of any benefit, option or right to which 
any employee, director or independent contractor of Target or Target 
Subsidiary may be entitled, (iii) the forgiveness of any indebtedness of any 
employee, director or independent contractor of Target or Target Subsidiary 
or (iv) any cost becoming due or accruing to Target or Target Subsidiary or 
Parent with respect to any employee, director or independent contractor of 
Target or Target Subsidiary.

                           (d)  There are no pending, or, to the best 
knowledge of Target, Target Subsidiary, Source Media and/or Insight 
Communications, threatened, Actions or Proceedings involving any of the plans 
identified in SECTION 2.13(a), or Target and Target Subsidiary, with any of 
the IRS, the Department of Labor, the PBGC, or any other person whomsoever. 
Target and Target Subsidiary know of no reasonable basis for any such claim, 
lawsuit, dispute, action or controversy.

                           (e)  The Related Parties shall indemnify Target 
and its Affiliates for any liability of any employee of VirtualModem Employer 
who does not become an employee of Target or its Affiliates on or after the 
Closing.

                  2.14 TITLE TO PROPERTY. Except for title to Target 
Intellectual Property, which is covered by SECTION 2.15 below, Target and 
Target Subsidiary have good and valid title to all of their respective 
material properties, interests in properties and assets, real and personal, 
reflected in Target Financials or acquired after the Financial Statement Date 
(except properties, interests in properties and assets sold or otherwise 
disposed of since the Financial Statement Date in the ordinary course of 
business), free and clear of all material mortgages, liens, pledges, charges 
or encumbrances of any kind or character, except (i) liens for current taxes 
not yet due and payable, (ii) such imperfections of title, liens and 
easements as do not and will not materially detract from or interfere with 
the use of the properties subject thereto or affected thereby, or otherwise 
materially impair business operations involving such properties and (iii) 
liens securing debt which is reflected on Target Financials. The plants, 
property and equipment of Target and Target Subsidiary that are used in the 
operations of its businesses are in good operating condition and repair, 
subject to normal wear and tear. All properties used in the operations of 
Target and Target Subsidiary are reflected in Target Financials to the extent 
generally accepted accounting principles required the same to be reflected as 
of the dates of such Target Financials. With respect to properties and assets 
leased by Target and Target Subsidiary, Target or Target Subsidiary, as 
applicable holds valid leasehold interests in such properties and assets in 
accordance with the terms of the agreements governing such leases. The Assets 
and Properties of Target and Target Subsidiary that will remain with Target 
and Target Subsidiary following the Closing Date are listed in SECTION 2.14A 
OF THE TARGET DISCLOSURE SCHEDULE and constitute all the 

                                       16


assets and properties used in and/or necessary to the conduct of the 
VirtualModem Business as presently conducted and as proposed to be conducted 
by any Related Party. The Assets and Properties that will be purchased by 
Other Assets Company are listed in SECTION 2.14B OF THE TARGET DISCLOSURE 
SCHEDULE, and none of such assets or properties are necessary to the conduct 
of the VirtualModem Business as presently conducted or as proposed to be 
conducted by any Related Party. For purposes of this Section 2.14, the 
VirtualModem Business proposed to be conducted by any Related Party shall 
constitute the VirtualModem Business proposed to be conducted by Target 
pursuant to any existing contractual commitment of Target and pursuant to the 
rollout schedule for the deployment of the VirtualModem Business for Insight 
Communications in the form previously furnished to Parent.

                  2.15 INTELLECTUAL PROPERTY.

                           (a) SECTION 2.15A OF THE TARGET DISCLOSURE 
SCHEDULE lists all Registered Intellectual Property of Target and Target 
Subsidiary used in and/or necessary to the conduct of the VirtualModem 
Business, and lists any proceeding or actions which to the knowledge of any 
Related Party are pending as of the date hereof before any court, tribunal 
(including the PTO or equivalent authority anywhere in the world) related to 
any of the Registered Intellectual Property of Target and Target Subsidiary 
used in and/or necessary to the conduct of the VirtualModem Business. SECTION 
2.15B OF THE TARGET DISCLOSURE SCHEDULE lists all Registered Intellectual 
Property that will be purchased by Other Assets Company and lists any 
proceeding or actions which to the knowledge of any Related Party are pending 
as of the date hereof before any court, tribunal (including the PTO or 
equivalent authority anywhere in the world) related to any of the Registered 
Intellectual Property of Other Assets Company. None of Registered 
Intellectual Property of Other Assets Company are used in and/or necessary to 
the conduct of the VirtualModem Business.

                           (b)  Each item of Intellectual Property of Target 
and/or Target Subsidiary, either is owned exclusively by Target or Target 
Subsidiary, as the case may be, free and clear of any Liens, or is licensed 
to Target or Target Subsidiary under a valid License granting sufficient 
rights to permit Target to conduct the VirtualModem Business. Target and 
Target Subsidiary own or have the valid right to use all trademarks, service 
marks and trade names used by Target and Target Subsidiary in connection with 
the operation or conduct of the VirtualModem Business, including the sale of 
any products or technology or the provision of any services by Target. Target 
and Target Subsidiary own exclusively, and have good title to, all 
copyrighted works that are VirtualModem Products or other works of authorship 
that Target and/or Target Subsidiary otherwise purport to own; PROVIDED, 
HOWEVER, that such works may incorporate copyrighted works or works of 
authorship, trademarks or trade names of third parties which are licensed to 
Target or Target Subsidiary or are in the public domain.

                           (c)  Except as otherwise provided in SECTION 2.15A 
OF THE TARGET DISCLOSURE SCHEDULE, to the extent that any Intellectual 
Property of Target or Target Subsidiary that is used in or necessary to the 
VirtualModem Business has been developed or created by any Person other than 
Target, Target and/or Target Subsidiary has a written agreement with such 
Person with respect thereto and Target and/or Subsidiary has either (i) 
obtained ownership of, and is the exclusive owner of, all such Intellectual 
Property by operation of law or by valid assignment of any such rights or 
(ii) obtained a License under or to such Intellectual Property. In 

                                       17


each case in which Target or Target Subsidiary has acquired ownership of any 
such Intellectual Property rights from any Person, such party has obtained a 
valid and enforceable assignment sufficient to irrevocably transfer all 
rights in such Intellectual Property (including the right to seek past and 
future damages with respect to such Intellectual Property) to Target and/or 
Target Subsidiary, as the case may be, and, to the maximum extent provided 
for by, and in accordance with, applicable Laws, Target and/or Target 
Subsidiary has recorded each such assignment of Registered Intellectual 
Property with the relevant Governmental or Regulatory Authority, including 
the PTO, the U.S. Copyright Office, or their respective equivalents in any 
relevant foreign jurisdiction, as the case may be.

                           (d)  Neither Target nor Target Subsidiary has 
transferred ownership of any Intellectual Property of Target or Target 
Subsidiary used in or necessary to the VirtualModem Business, to any other 
Person. Except pursuant to agreements described in SECTION 2.15A OF THE 
TARGET DISCLOSURE SCHEDULE, neither Target nor Target Subsidiary has granted 
any License of or other right to use or authorized the retention of any 
rights to use any Intellectual Property used in or necessary to the 
VirtualModem Business that is or was Intellectual Property of Target or 
Target Subsidiary to any Person. SECTION 2.15A OF THE TARGET DISCLOSURE 
SCHEDULE lists all Contracts by which Target or Target Subsidiary have been 
granted any License of or other right to use any Intellectual Property of any 
other Person used in or necessary to the VirtualModem Business.

                           (e)  The Intellectual Property of Target and 
Target Subsidiary listed on SECTION 2.15A OF THE TARGET DISCLOSURE SCHEDULE 
constitutes all the Intellectual Property used in and/or necessary to the 
conduct of the VirtualModem Business and all Intellectual Property required 
for the VirtualModem Products under development by Target as of the date 
hereof. None of the Intellectual Property that will be purchased by Other 
Assets Company listed on SECTION 2.15B OF THE TARGET DISCLOSURE SCHEDULE or 
the Intellectual Property of any Holder constitutes Intellectual Property 
used in and/or necessary to the conduct of the VirtualModem Business or 
Intellectual Property required for the VirtualModem Products under 
development by Target as of the date hereof.

                           (f)  On or before the Effective Time, the 
operation of the VirtualModem Business, including Target's design, 
development, use, import, manufacture and sale of the products, technology or 
services (including products, technology or services currently under 
development) in the VirtualModem Business, as they exist on the date hereof 
and at the Effective Time: (i) does not infringe the patent, copyright or 
trademark rights of any Person; (ii) does not misappropriate the trade 
secrets rights of any Person; (iii) does not violate in any material respect 
the rights of any Person (including rights to privacy or publicity other than 
patent rights or trademark rights described above); or (iv) does not 
constitute unfair competition or an unfair trade practice under any Law. 
Neither Target nor Target Subsidiary has received notice from any Person 
claiming that such operation or any act, product, technology or service 
(including products, technology or services currently under development) of 
Target infringes or misappropriates the Intellectual Property of any Person 
or constitutes unfair competition or trade practices under any Law. Except as 
set forth in SECTION 2.11 OF THE TARGET DISCLOSURE SCHEDULE, there is no 
Order outstanding and no Action or Proceeding pending, finding or alleging, 
and none of Target, Target Subsidiary, Source Media or Insight Communications 
has any reason to believe, that any (i) product, technology, service or 
publication of Target, (ii) material published 

                                       18


or distributed by Target or Target Subsidiary, or (iii) conduct or statements 
of Target or Target Subsidiary, constitute material, false advertising or 
otherwise violates any Law.

                           (g)  Each item of Registered Intellectual Property 
of Target and Target Subsidiary used in or necessary to the conduct of the 
VirtualModem Business and/or the development, license, use, marketing and 
distribution of the VirtualModem Products is valid and subsisting, and all 
necessary registration, maintenance, renewal fees, annuity fees and taxes in 
connection with such Registered Intellectual Property have been paid and all 
necessary documents and certificates in connection with such Registered 
Intellectual Property have been filed with the relevant patent, copyright, 
trademark or other authorities in the United States or foreign jurisdictions 
in which such Registered Intellectual Property is registered, as the case may 
be, for the purposes of maintaining such Registered Intellectual Property. 
SECTION 2.15A OF THE TARGET DISCLOSURE SCHEDULE lists all actions that must 
be taken by the Surviving Company within one hundred eighty (180) days from 
the date hereof, including the payment of any registration, maintenance, 
renewal fees, annuity fees and taxes or the filing of any documents, 
applications or certificates for the purposes of maintaining , perfecting or 
preserving or renewing any Registered Intellectual Property of Target and 
Target Subsidiary used in or necessary to the conduct of the VirtualModem 
Business and/or the development, license, use, marketing and distribution of 
the VirtualModem Products.

                           (h)  There are no Contracts or Licenses between 
Target and any other Person with respect to Intellectual Property of Target 
or Target Subsidiary under which there is any dispute known to any Related 
Party regarding the scope of such Contract or License, or performance under 
such Contract or License, including any dispute with respect to any payments 
to be made or received by Target or Target Subsidiary thereunder.

                           (i)  Except as set forth on  SECTION 2.15(i) OF 
THE TARGET DISCLOSURE SCHEDULE, to the knowledge of the Related Parties, no 
Person is infringing or misappropriating any Intellectual Property of Target 
or Target Subsidiary.

                           (j)  Target has taken all requisite commercially 
reasonable steps to maintain and preserve the confidentiality of the 
confidential information and trade secrets of Target and Target Subsidiary or 
any similar information provided by any other Person to Target subject to a 
duty of confidentiality. Without limiting the generality of the foregoing, 
each Related Party has, and enforces, a policy requiring each employee, 
consultant and independent contractor to execute proprietary information, 
confidentiality and invention assignment agreements. All current and former 
employees, consultants and independent contractors of each Related Party have 
executed such agreements. Copies of all such agreements have been provided to 
Parent or made available to Parent for review.

                           (k)  Target has taken all commercially reasonable 
actions necessary and appropriate to assure that there shall be no material 
adverse change to its business or electronic systems or material 
interruptions in the delivery of Target's products and services by reason of 
computer software errors or miscalculations associated with the advent of the 
year 2000, including that all of its products (including products currently 
under development) will, without interruption or manual intervention, 
continue to consistently, predictably and accurately record, store, process, 
calculate and present calendar dates falling on and after (and if applicable, 

                                       19


spans of time including) January 1, 2000, and will consistently, predictably 
and accurately calculate any information dependent on or relating to such 
dates in substantially the same manner, and with the same functionality, data 
integrity and performance, as such products record, store, process, calculate 
and present calendar dates on or before December 31, 1999, or calculate any 
information dependent on or relating to such dates.

                  2.16 CONTRACTS.

                           (a)  SECTION 2.16A OF THE TARGET DISCLOSURE 
SCHEDULE contains a true and complete list of each of Target's and Target 
Subsidiary's Contracts that are material to Target's business, operations or 
financial condition (true and complete copies or, if none, reasonably 
complete and accurate written descriptions of which, together with all 
amendments and supplements thereto and all waivers of any terms thereof, have 
been made available to Parent prior to the execution of this Agreement) and 
that are used in or necessary to VirtualModem Business. Such Contracts shall 
include any license of any patent, copyright, trade secret or other 
proprietary right to or from Target or Target Subsidiary, and Contract for or 
affecting the development, manufacture or distribution of Target's products 
and services and any Contract relating to a joint venture, strategic alliance 
or similar arrangement. SECTION 2.16C OF THE TARGET DISCLOSURE SCHEDULE 
contains a true and complete list of each Contract to which a Related Party 
(other than Target) is a party that is used in or necessary to the 
VirtualModem Business. The Holders (A) if reasonably requested by Target, 
shall use their commercially reasonable best efforts to assign each such 
Contract to Target or, (B), if the Holders are unable to assign any such 
Contract to Target after using such commercially reasonable best efforts, 
shall use their commercially reasonable best efforts to provide Target with 
the benefit of such Contract. SECTION 2.16B OF THE TARGET DISCLOSURE SCHEDULE 
contains a true and complete list of each of Target's and Target Subsidiary's 
Contracts that are not used in or necessary to the VirtualModem Business, 
which will be assigned to Other Assets Company on or before the Closing. 
SECTION 2.16D OF THE TARGET DISCLOSURE SCHEDULE contains a true and complete 
list of each Contract to which Source Media or any of its subsidiaries is a 
party that are not used in or necessary to the Virtual Modem Business. 
SECTION 2.16 OF THE TARGET DISCLOSURE SCHEDULE contains a true and complete 
list of each Contract of Target and Target Subsidiary not terminable by 
Target or Target Subsidiary upon 30 days (or less) notice by Target or Target 
Subsidiary without penalty or obligation to make payments based on such 
termination.

                           (b)  Except as otherwise disclosed in SECTION 2.16 
OF THE TARGET DISCLOSURE SCHEDULE, each Contract required to be disclosed in 
SECTION 2.16 OF THE TARGET DISCLOSURE SCHEDULE is in full force and effect 
and constitutes a legal, valid and binding agreement of Target or Target 
Subsidiary, enforceable against Target or Target Subsidiary in accordance 
with its terms (subject to the effect of bankruptcy and other laws affecting 
the rights of creditors generally and limitations on the enforcement of 
contracts under principles of equity), and, to the knowledge of Target, 
Target Subsidiary, Source Media and/or Insight Communications, each other 
party thereto (subject to the effect of bankruptcy and other laws affecting 
the rights of creditors generally and limitations on the enforcement of 
contracts under principles of equity), and, to the knowledge of Target, 
Target Subsidiary, Source Media and/or Insight Communications, no other party 
to such Contract is, nor has received notice that it is, in material 
violation or breach of or default under any such Contract (or with notice or 
lapse of time or both, would be in material violation or breach of or default 
under any such Contract).

                                       20


                           (c)  Neither Target nor Target Subsidiary is a 
party to or bound by any Contract that (i) is material to Target's business 
and automatically terminates or allows termination by the other party thereto 
upon consummation of the transactions contemplated by this Agreement or (ii) 
contains any covenant or other provision which limits Target's or Target 
Subsidiary's ability to compete with any Person in any line of business or in 
any area or territory.

                  2.17 INSURANCE. Target and Target Subsidiary have policies 
of insurance and bonds of the type and in amounts customarily carried by 
companies conducting businesses or owning assets similar to those of Target 
and Target Subsidiary. There is no material claim pending under any of such 
policies or bonds as to which coverage has been questioned, denied or 
disputed by the underwriters of such policies or bonds. All premiums due and 
payable under all such policies and bonds have been paid and Target and 
Target Subsidiary are otherwise in compliance with the terms of such policies 
and bonds. Neither Target nor Target Subsidiary have knowledge of any 
threatened termination of, or material premium increase with respect to, any 
of such policies.

                  2.18 AFFILIATE TRANSACTIONS. Except as disclosed in SECTION 
2.8(f) OR 2.18(a) OF THE TARGET DISCLOSURE SCHEDULE, and except invention 
assignment or confidentiality agreements in favor of Target or Target 
Subsidiary, (i) there are no Contracts or Liabilities between Target or 
Target Subsidiary, on the one hand, and (A) any current or former officer, 
director, stockholder, or to the knowledge of Target, Target Subsidiary, 
Source Media and Insight Communications, any Affiliate or Associate of Target 
(including any other Related Party) or (B) any Person who, to the knowledge 
of any Related Party, is an Associate of any such officer, director, 
stockholder or Affiliate, on the other hand, (ii) neither Target nor Target 
Subsidiary provides or causes to be provided any assets, services or 
facilities to any such current or former officer, director, stockholder, 
Affiliate or Associate, (iii) except pursuant to the Target LLC Agreement, 
none of any Related Party or any current or former officer, director, 
stockholder, Affiliate or Associate of any Related Party provides or causes 
to be provided any assets, services or facilities to Target or Target 
Subsidiary and (iv) neither Target nor Target Subsidiary beneficially owns, 
directly or indirectly, any Investment Assets of any such current or former 
officer, director, stockholder, Affiliate or Associate.

                  2.19 EMPLOYEES; LABOR RELATIONS.

                           (a)  Neither Target nor Target Subsidiary employs 
any Persons or has any employees. Except as set forth on SECTION 2.19(a) OF 
THE TARGET DISCLOSURE SCHEDULE, all employees of the VirtualModem Business 
are employed by Interactive Channel Technologies Inc. (the "VirtualModem 
Employer").

                           (b)  The VirtualModem Employer is not party to any 
collective bargaining agreement and there is no unfair labor practice or 
labor arbitration proceedings pending with respect to Target or Target 
Subsidiary, or, to the knowledge of any Related Party, threatened, and there 
are no facts or circumstances known to Target, Target Subsidiary, Source 
Media and/or Insight Communications that could reasonably be expected to give 
rise to such complaint or claim. To the knowledge of Target, Target 
Subsidiary, Source Media and/or Insight Communications, there are no 
organizational efforts presently underway or threatened involving any 
employees of the VirtualModem Employer or any of the employees performing 
work for 

                                       21


Target or Target Subsidiary but provided by an outside employment agency, if 
any. There has been no work stoppage, strike or other concerted action by 
employees of the VirtualModem Employer.

                           (c)  Except as set forth on Section 2.19(c) of the 
Target Disclosure Schedule, all employees of the VirtualModem Employer 
providing services to Target and Target Subsidiary are employed at will. 
SECTION 2.19(c) OF THE TARGET DISCLOSURE SCHEDULE sets forth, individually 
and by category, the name of each officer, employee and consultant, together 
with such person's position or function. The annual base salary or wage and 
any incentive, severance or bonus arrangements with respect to each person 
set forth in SECTION 2.19 OF THE TARGET DISCLOSURE SCHEDULE has been provided 
to Parent. To the knowledge of any Related Party, no employee of the 
VirtualModem Employer providing services to or on behalf of Target or Target 
Subsidiary has made any threat, or otherwise revealed an intent, to terminate 
such employee's relationship with the VirtualModem Employer, for any reason, 
including because of the consummation of the transactions contemplated by 
this Agreement. Neither Target nor Target Subsidiary is a party to any 
agreement for the provision of labor from any outside agency. To the 
knowledge of any Related Party, there have been no claims by employees of 
such outside agencies, if any, with regard to employees assigned to work for 
Target or Target Subsidiary, and no claims by any governmental agency with 
regard to such employees except as set forth in SECTION 2.19(c) OF THE TARGET 
DISCLOSURE SCHEDULE.

                           (d)  There have been no federal or state claims 
based on sex, sexual or other harassment, age, disability, race or other 
discrimination or common law claims, including claims of wrongful 
termination, by any employees providing services to or on behalf of Target or 
Target Subsidiary or by any of the employees performing work for the 
VirtualModem Employer but provided by an outside employment agency, and there 
are no facts or circumstances known to any Related Party that could 
reasonably be expected to give rise to such complaint or claim. Target, 
Target Subsidiary and the VirtualModem Employer have complied in all material 
respects with all laws related to the employment of employees and, except as 
set forth in SECTION 2.19(d) OF THE TARGET DISCLOSURE SCHEDULE, none of 
Target, Target Subsidiary or the VirtualModem Employer has received any 
notice of any claim that it has not complied in any material respect with any 
Laws relating to the employment of employees, including any provisions 
thereof relating to wages, hours, collective bargaining, the payment of 
Social Security and similar taxes, equal employment opportunity, employment 
discrimination, the WARN Act, employee safety, or that it is liable for any 
arrearages of wages or any taxes or penalties for failure to comply with any 
of the foregoing.

                           (e)  None of Target, Target Subsidiary or the 
VirtualModem Employer has written policies and/or employee handbooks or 
manuals except as described in SECTION 2.19(e) OF THE TARGET DISCLOSURE 
SCHEDULE.

                           (f)  To the knowledge of any Related  Party, no 
officer, employee or consultant of or providing service to or on behalf of 
Target or Target Subsidiary is obligated under any Contract or other 
agreement or subject to any Order or Law that would interfere with Target's 
or Target Subsidiary's business as currently conducted. To the knowledge of 
any Related Party, none of the execution, delivery or performance by any 
Related Party of this Agreement or any Ancillary Agreement to which it is a 
party, nor the carrying on of Target's or 

                                       22


Target Subsidiary's business as presently conducted nor any activity of such 
officers, employees or consultants in connection with the carrying on of 
Target's or Target Subsidiary's business as presently conducted, will 
conflict with or result in a breach of the terms, conditions or provisions 
of, constitute a default under, or trigger a condition precedent to any 
rights under, any Contract or other agreement under which any of such 
officers, employees or consultants is now bound.

                           (g)  Target, Target Subsidiary and the 
VirtualModem Employer have complied in all material respects with the 
verification requirements and the record-keeping requirements of the 
Immigration Reform and Control Act of 1986 ("IRCA"); to the best knowledge of 
Target, Target Subsidiary, Source Media and Insight Communications, the 
information and documents on which Target and Target Subsidiary relied to 
comply with IRCA are true and correct; and there have not been any 
discrimination complaints filed against Target, Target Subsidiary or the 
VirtualModem Employer pursuant to IRCA, and to the best knowledge of Target, 
Target Subsidiary, Source Media and Insight Communications, there is no basis 
for the filing of such a complaint.

                  2.20 ENVIRONMENTAL MATTERS.

                           (a)  Target and Target Subsidiary possess all 
Environmental Permits required for the operation of their business. Target 
will obtain, prior to the Closing, all Environmental Permits that must be 
obtained as of or immediately after the Closing in order for Merger Sub, the 
Surviving Company and/or Target to conduct the business of Target as it was 
conducted prior to the Closing.

                           (b)  Target and Target Subsidiary are in 
compliance in all material respects with (i) all terms, conditions and 
provisions of its Environmental Permits; and (ii) all Environmental Laws.

                           (c)  None of Target or Target Subsidiary or, to 
the knowledge of any Related Party, any predecessor of Target or Target 
Subsidiary nor any entity previously owned by Target or Target Subsidiary has 
any obligation or liability with respect to any Hazardous Material, including 
any Release or threatened or suspected Release of any Hazardous Material, and 
there have been no events, facts or circumstances since the date of formation 
of Target or incorporation of Target Subsidiary, which could reasonably be 
expected to form the basis of any such obligation or liability. Neither 
Target or Target Subsidiary nor, to the knowledge of any Related Party, any 
predecessor of Target nor any entity previously owned by Target has received 
any notice of alleged, actual or potential responsibility for, or any inquiry 
regarding, (i) any Release or threatened or suspected Release of any 
Hazardous Material, or (ii) any violation of Environmental Law.

                           (d)  No Releases of Hazardous  Material(s) have 
occurred at, from, in, to, on, or under any Site while Target has occupied 
the Site and, to Target's knowledge, no Hazardous Material is present in, on, 
about or migrating to or from any Site. There have been no environmental 
investigations, studies, audits, tests, reviews or other analyses conducted 
by or for Target or Target Subsidiary or, to the knowledge of Target, Target 
Subsidiary, Source Media and/or Insight Communications, by or for any Other 
Person with respect to any Site while Target or Target Subsidiary has 
occupied the Site, which have not been delivered to Parent prior to 

                                       23


execution of this Agreement. The Site has not been listed or proposed to be 
listed as an Environmental Clean-up Site.

                  2.21 OTHER NEGOTIATIONS; BROKERS; THIRD PARTY EXPENSES. No 
Related Party nor, to the knowledge of any Related Party, any of their 
Affiliates (nor any investment banker, financial advisor, attorney, 
accountant or other Person retained by or acting for or on behalf of Target 
or at Target's direction) (a) has entered into any Contract that conflicts 
with any of the transactions contemplated by this Agreement or the Ancillary 
Agreements or (b) has entered into any Contract or had any discussions with 
any Person regarding any transaction involving Target which could reasonably 
be expected to result in any Related Party in or any general partner, limited 
partner, manager, officer, director, employee, agent or Affiliate of any of 
them being subject to any claim for liability to said Person as a result of 
entering into this Agreement or consummating the transactions contemplated 
hereby. There is no Contract with respect to Third Party Expenses expected to 
be incurred by Target in connection with the negotiation and effectuation of 
the terms and conditions of this Agreement, the Ancillary Agreements and the 
transactions contemplated hereby and thereby, including any fee or commission 
payable to any broker, investment broker, finder or financial advisor in 
connection with this Agreement and the transactions contemplated hereby.

                  2.22 FOREIGN CORRUPT PRACTICES ACT. Neither Target, Target 
Subsidiary, nor to the knowledge of any Related Party, any agent, employee or 
other Person acting on behalf of Target or Target Subsidiary has, directly or 
indirectly, used any corporate funds for unlawful contributions, gifts, 
entertainment or other unlawful expenses relating to political activity, made 
any unlawful payment to foreign or domestic government officials or employees 
or to foreign or domestic political parties or campaigns from corporate 
funds, violated any provision of the Foreign Corrupt Practices Act of 1977, 
as amended, or made any bribe, rebate, payoff, influence payment, kickback or 
other similar unlawful payment.

                  2.23 APPROVALS.

                           (a)  SECTION 2.23(a) OF THE TARGET DISCLOSURE 
SCHEDULE contains a list of all material Approvals of Governmental or 
Regulatory Authorities relating to the business conducted by Target 
(including the VirtualModem Business) which are required to be given to or 
obtained by Target prior to the Closing from any and all Governmental or 
Regulatory Authorities in connection with the consummation of the 
transactions contemplated by this Agreement.

                           (b)  SECTION 2.23(b) OF THE TARGET DISCLOSURE 
SCHEDULE contains a list of all material Approvals which are required to be 
given to or obtained by Target prior to Closing from any and all third 
parties other than Governmental or Regulatory Authorities in connection with 
the consummation of the transactions contemplated by this Agreement and the 
Ancillary Agreements.

                           (c)  Target has obtained all material Approvals 
from Governmental or Regulatory Authorities necessary to conduct the business 
conducted by Target (including the VirtualModem Business) in the manner as it 
is currently being conducted and there has been no written notice received by 
Target of any material violation or material non-compliance with any such 
Approvals. All material Approvals from Governmental or Regulatory Authorities 

                                       24


necessary to conduct the business conducted by Target as it is currently 
being conducted are set forth in SECTION 2.23(c) OF THE TARGET DISCLOSURE 
SCHEDULE.

                           (d)  The affirmative vote or consent of the 
holders of the Target Units outstanding as of the applicable record date is 
the only vote of the holders of any of Target capital ownership interests 
necessary to approve this Agreement and the Merger and the transactions 
contemplated hereby.

                  2.24 DISCLOSURE. No representation or warranty contained in 
ARTICLE 2 of this Agreement, and no statement contained in the Target 
Disclosure Schedule or in any certificate, list or other writing furnished to 
Parent pursuant to any provision of this Agreement (including Target 
Financials and the notes thereto) contains any untrue statement of a material 
fact or omits to state a material fact necessary to make the representations 
and warranties of Target and Target Subsidiary in ARTICLE 2 (as modified by 
the Target Disclosure Schedule), in the light of the circumstances under 
which they were made, not misleading.

                  2.25 PERMIT APPLICATION; INFORMATION STATEMENT. The 
information supplied in writing to Parent, or its counsel or auditors, by 
Target and Holders for inclusion in the application for issuance of a 
California Permit pursuant to which the shares of Parent Common Stock to be 
issued in the Merger under the California Code (the "PERMIT APPLICATION") 
shall not, at the time the fairness hearing is held pursuant to Section 25142 
of the California Code and the time the qualification of such securities is 
effective under Section 25122 of the California Code contain any untrue 
statement of a material fact or omit 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. The 
information supplied by Target and Holders for inclusion in any information 
statement to be sent to the holders of Target Units in connection with such 
holders' consideration of the Merger (the "TARGET UNITS HOLDERS ACTION") 
(such information statement as amended or supplemented is referred to herein 
as the "INFORMATION STATEMENT") shall not, on the date the Information 
Statement is first mailed to holders of Target Units, at the time of the 
Target Units Holders Action and at the Effective Time, contain any statement 
which, at such time, is false or misleading with respect to any material 
fact, or omit to state any material fact necessary in order to make the 
statements made therein, in light of the circumstances under which they are 
made, not false or misleading; or omit to state any material fact necessary 
to correct any statement in any earlier communication with respect to the 
Target Units Holders Action which has become false or misleading. 
Notwithstanding the foregoing, Target makes no representation, warranty or 
covenant with respect to any information supplied by Parent or Merger Sub 
that is contained in the Permit Application or the Information Statement.

                  2.26 INVESTMENT ADVISORS. Except as set forth in SECTION 
2.26 OF THE TARGET DISCLOSURE SCHEDULE, no broker, investment banker, 
financial advisor or other Person is entitled to any broker's, finder's, 
financial advisor's or similar fee or commission in connection with this 
Agreement and the transactions contemplated hereby based on arrangements made 
by or on behalf of Target.

                                       25


                  2.27 DUE DILIGENCE. The Company has delivered or made 
available true and complete copies of each material document (to the extent 
such documents exist), or true and complete summaries thereof, requested by 
Parent in writing prior to the date of this Agreement.

                                    ARTICLE 3
             REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

                  Parent and Merger Sub jointly and severally hereby 
represent and warrant to Related Parties, subject to such exceptions as 
specifically disclosed with respect to specific sections of this ARTICLE 3 in 
the Parent disclosure schedule (the "PARENT DISCLOSURE SCHEDULE") delivered 
herewith and which shall become a part hereof, dated as of the date hereof, 
and numbered with corresponding numbered and lettered sections and 
subsections, as follows

                  3.1 ORGANIZATION AND QUALIFICATION. Parent is a corporation 
and Merger Sub is a limited liability company, each duly organized, validly 
existing and in good standing under the Laws of the State of Delaware. Each 
of Parent and Merger Sub has all requisite corporate power and authority to 
conduct its business as now conducted and as currently proposed to be 
conducted and to own, use and lease its Assets and Properties. Each of Parent 
and Merger Sub is duly qualified, licensed or admitted to do business and is 
in good standing in each jurisdiction in which the ownership, use, licensing 
or leasing of its Assets and Properties, or the conduct or nature of its 
business, makes such qualification, licensing or admission necessary, except 
for such failures to be so duly qualified, licensed or admitted and in good 
standing that could not reasonably be expected to have a Material Adverse 
Effect on Parent.

                  3.2 AUTHORITY RELATIVE TO THIS AGREEMENT. Each of Parent 
and Merger Sub has full corporate power and authority to execute and deliver 
this Agreement and the Ancillary Agreements, to perform its respective 
obligations hereunder and to consummate the transactions contemplated hereby 
and thereby. The execution and delivery by Parent and Merger Sub of this 
Agreement and the Ancillary Agreements to which Parent or Merger Sub is a 
party and the consummation by Parent and Merger Sub of the transactions 
contemplated hereby and thereby have been duly and validly authorized by all 
necessary corporate action of Parent and Merger Sub, and no other corporate 
action on the part of either Parent or Merger Sub is required to authorize 
the execution, delivery and performance of this Agreement and the Ancillary 
Agreements to which Parent or Merger Sub is a party and the consummation by 
Parent and Merger Sub of the transactions contemplated hereby and thereby. 
This Agreement and the Ancillary Agreements to which Parent or Merger Sub is 
a party has been duly and validly executed and delivered by Parent and, 
assuming the due authorization and the valid execution and delivery hereof by 
Target, constitutes a legal, valid and binding obligation of Parent and 
Merger Sub enforceable against Parent and Merger Sub in accordance with its 
respective terms, except as the enforceability thereof may be limited by 
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or 
other similar Laws relating to the enforcement of creditors' rights generally 
and by general principles of equity. The Parent Common Stock issued to the 
Holders pursuant to Section 1.5 hereof, when issued to the Holders subject to 
the terms and conditions of this Agreement, shall be duly and validly 
authorized, validly issued and fully paid and nonassessable.

                                       26


                  3.3 SEC DOCUMENTS; PARENT FINANCIAL STATEMENTS. Parent has 
furnished or made available to Target true and complete copies of all SEC 
Documents filed by it with the SEC since July 28, 1999, all in the form so 
filed. Parent has timely filed all SEC Documents required to be filed by it 
since such date. As of the respective filing dates, such SEC Documents filed 
by Parent and all SEC Documents filed after the date hereof but before the 
Closing complied or will comply in all material respects with the 
requirements of the Securities Act and the Exchange Act and the rules and 
regulations of the SEC thereunder, as the case may be, and none of the SEC 
Documents contained or will contain any untrue statement of a material fact 
or omitted to state a material fact required to be stated therein or 
necessary to make the statements made therein, in light of the circumstances 
in which they were made, not misleading, except to the extent such SEC 
Documents have been corrected, updated or superseded by a document 
subsequently filed with the SEC. The financial statements of Parent, 
including the notes thereto, included in the SEC Documents (the "PARENT 
FINANCIAL STATEMENTS") comply as to form in all material respects with the 
published rules and regulations of the SEC with respect thereto, have been 
prepared in accordance with GAAP consistently applied (except as may be 
indicated in the notes thereto, or in the case of unaudited statements, as 
permitted by Form 10-Q under the Exchange Act) and present fairly the 
consolidated financial position of Parent at the dates thereof and the 
consolidated results of its operations and cash flows for the period then 
ended (subject, in the case of unaudited financial statements, to normal 
year-end adjustments). There has been no change in Parent's accounting 
policies except as described in the notes to the Parent Financial Statements. 
Except as reflected or reserved against in the Parent Financial Statements, 
Parent has no material Liabilities, except for Liabilities and obligations 
(i) incurred in the ordinary course of business consistent with past practice 
since the date of the most recent Parent Financial Statements or (ii) that 
would not be required to be reflected or reserved against in the balance 
sheet of Parent prepared in accordance with GAAP.

                  3.4 NO CONFLICTS. The execution and delivery by Parent and 
Merger Sub of this Agreement does not, and the performance by Parent of its 
obligations under this Agreement and the consummation of the transactions 
contemplated hereby do not and will not:

                           (a)      conflict with or result in a violation or 
breach of any of the terms, conditions or provisions of the Certificate of 
Incorporation or Bylaws of Parent or the Certificate of Formation of Merger 
Sub;

                           (b)      conflict with or result in a violation or 
breach of any Law or Order applicable to Parent or Merger Sub or their 
respective Assets or Properties;

                           (c)      except as would not have a Material  
Adverse Effect on Parent, (i) conflict with or result in a violation or 
breach of, (ii) constitute a default (or an event that, with or without 
notice or lapse of time or both, would constitute a default) under, (iii) 
require Parent to obtain any consent, approval or action of, make any filing 
with or give any notice to any Person as a result of the terms of, (iv) 
result in or give to any Person any right of termination, cancellation, 
acceleration or modification in or with respect to, (v) result in or give to 
any person any additional rights or entitlement to increased, additional, 
accelerated or guaranteed payments or performance under, (vi) result in the 
creation or imposition of (or the obligation to create or impose) any 
material Lien upon Parent or any of their respective material Assets or 
Properties, or (vii) result in the loss of a material benefit under, any of 
the terms, conditions or provisions of 

                                       27


any Contract or License to which Parent is a party or by which any of their 
material Assets and Properties are bound.

                  3.5 INFORMATION TO BE SUPPLIED BY PARENT. The information 
supplied by Parent and Merger Sub for inclusion in the Permit Application 
shall not, at the time the fairness hearing is held pursuant to Section 25142 
of the California Code and the time the qualification of such securities is 
effective under Section 25122 of the California Code, contain any untrue 
statement of a material fact or omit to state any material fact necessary in 
order to make the statements therein, in light of the circumstances under 
which they were mad, not misleading. The information supplied by Parent for 
inclusion in the Information Statement shall not, on the date the Information 
Statement is first mailed to holders of Target Units, at the time of the 
Target Units Holders Action and at the Effective Time, contain any statement 
which, at such time, is false or misleading with respect to any material 
fact, or omit to state any material fact necessary in order to make the 
statements made therein, in light of the circumstances under which they are 
made, not false or misleading; or omit to state any material fact necessary 
to correct any statement in any earlier communication with respect to the 
Target Units Holders Action which has become false or misleading. 
Notwithstanding the foregoing, Parent and Merger Sub make no representation, 
warranty or covenant with respect to any information supplied by Target that 
is contained any of the foregoing documents.

                  3.6 OWNERSHIP OF MERGER SUB; NO PRIOR ACTIVITIES. As of the 
date hereof and the Effective Time, except for obligations or Liabilities 
incurred in connection with its incorporation or organization and the 
transactions contemplated by this Agreement and except for this Agreement and 
any other agreements or arrangements contemplated by this Agreement, Merger 
Sub has not and will not have incurred, directly or indirectly, through any 
subsidiary or affiliate, any obligations or liabilities or engaged in any 
business activities of any type or kind whatsoever or entered into any 
agreements or arrangements with any Person other than in connection with the 
Merger.

                  3.7 INVESTMENT ADVISORS. Except as set forth in SECTION 3.7 
OF THE DISCLOSURE SCHEDULE, no broker, investment banker, financial advisor 
or other Person is entitled to any broker's, finder's, financial advisor's or 
similar fee or commission in connection with this Agreement and the 
transactions contemplated hereby based on arrangements made by or on behalf 
of Parent.

                  3.8 THIRD PARTY CONSENTS. Neither Parent nor Merger Sub is 
required to obtain from any third party any consent, waiver or approval for 
the consummation of the Merger (other than consents which will be obtained at 
or prior to the Closing and consents, the absence of which could not 
reasonably be expected to have a Material Adverse Effect on Parent or to 
prevent the consummation of the transactions contemplated by this Agreement).

                                       28


                                    ARTICLE 4
                              ADDITIONAL AGREEMENTS

                  4.1      INFORMATION STATEMENT; PERMIT APPLICATION.

                           (a)      As soon as practicable after the 
execution of this Agreement, Target shall prepare, with the cooperation of 
Parent, the Information Statement for the holders of Target Units to approve 
this Agreement and the transactions contemplated hereby. The Information 
Statement shall constitute a disclosure document for the offer and issuance 
of the shares of Parent Common Stock to be received by the holders of Target 
Units in the Merger. Parent and Target shall each use reasonable commercial 
efforts to cause the Information Statement to comply with applicable federal 
and state securities laws requirements. Each of Parent and Target agrees to 
provide promptly to the other such information concerning its business and 
financial statements and affairs as, in the reasonable judgment of the 
providing party or its counsel, may be required or appropriate for inclusion 
in the Information Statement, or in any amendments or supplements thereto, 
and to cause its counsel and auditors to cooperate with the other's counsel 
and auditors in the preparation of the Information Statement. Target will 
promptly advise Parent, and Parent will promptly advise Target, in writing if 
at any time prior to the Effective Time either Target or Parent shall obtain 
knowledge of any facts that might make it necessary or appropriate to amend 
or supplement the Information Statement in order to make the statements 
contained or incorporated by reference therein not misleading or to comply 
with applicable law. The Information Statement shall contain the 
recommendation of the Target Management Committee that the holders of the 
Target Units approve the Merger and this Agreement and the conclusion of the 
Target Management Committee Board that the terms and conditions of the Merger 
are advisable and fair and reasonable to the holders of the Target Units. 
Anything to the contrary contained herein notwithstanding, Target shall not 
include in the Information Statement any information with respect to Parent 
or its affiliates or associates, the form and content of which information 
shall not have been approved by Parent prior to such inclusion.

                           (b)      As soon as practicable after the 
execution of this Agreement, and subject to Section 4.1(a), Parent shall 
prepare, with the cooperation of Target, the Permit Application. Parent and 
Target shall each use commercially reasonable efforts to cause the Permit 
Application to comply with the requirements of applicable federal and state 
laws. Each of Parent and Target agrees to provide promptly to the other such 
information concerning its business and financial statements and affairs as, 
in the reasonable judgment of the providing party or its counsel, may be 
required or appropriate for inclusion in the Permit Application, or in any 
amendments or supplements thereto, and to cause its counsel and auditors to 
cooperate with the other's counsel and auditors in the preparation of the 
Permit Application. Target will promptly advise Parent, and Parent will 
promptly advise Target, in writing if at any time prior to the Effective Time 
either Target or Parent shall obtain knowledge of any facts that might make 
it necessary or appropriate to amend or supplement the Permit Application in 
order to make the statements contained or incorporated by reference therein 
not misleading or to comply with applicable law. Anything to the contrary 
contained herein notwithstanding, Parent shall not include in the Permit 
Application any information with respect to Target or its affiliates or 
associates, the form and content of which information shall not have been 
approved by Target prior to such inclusion.

                                       29


                           (c)      In the event that the California Permit 
cannot be obtained by March 10, 2000, Parent shall effect the issuance of the 
shares of Parent Common Stock to be issued pursuant to SECTION 1.6 in a 
private placement pursuant to Section 4(2) of the Securities Act. The parties 
hereto acknowledge and agree that in such event: (i) in accordance with 
SECTION 1.8, Parent will at Closing deliver to Source Media Fifteen Million 
Dollars ($15,000,000) in cash and the Maximum Share Number shall be adjusted 
accordingly; (ii) as a condition to effecting such issuance as a private 
placement pursuant to Section 4(2) of the Securities Act, Parent shall be 
entitled to obtain from each Holder of Target Units a Certificate in form and 
substance to be agreed upon by Parent and Holders and to be set forth as 
EXHIBIT C (or such other form as shall be reasonably satisfactory to Parent) 
and that Parent will be relying upon the representations made by each Holder 
of Target Units in the applicable Certificate in connection with the issuance 
of Parent Common Stock to such Holder; (iii) at the Closing, Parent and the 
Holders shall execute and deliver the Registration Rights Agreement in form 
and substance to be agreed upon by Parent and Holders, providing that the 
Holders shall be granted a demand registration right on a Form S-3 
registration statement under the Securities Act exercisable by the Holders at 
any time on and after July 28, 2000 and before eighteen (18) months following 
the Closing Date, and to be set forth as EXHIBIT A-4; (iv) the shares of 
Parent Common Stock so issued pursuant to SECTION 1.6 will not upon issuance 
be registered under the Securities Act and will constitute "restricted 
securities" within the meaning of the Securities Act; and (v) the 
certificates representing shares of Parent Common Stock shall bear 
appropriate legends to identify such privately placed shares as being 
restricted under the Securities Act, to comply with applicable state 
securities laws and, if applicable, to notice the restrictions on transfer of 
such shares.

                  4.2 TARGET UNITS HOLDERS APPROVAL. As soon as practicable 
following the execution and delivery of this Agreement, Target shall give 
written notice of this Agreement to all holders of Target Units and shall use 
commercially reasonable efforts to take all other action necessary in 
accordance with Delaware Law (and, if applicable, the California Code) and 
its Certificate of Formation and Target LLC Agreement to secure the written 
consent of holders of Target Units. Subject to Section 4.1, Target shall take 
all lawful action necessary or advisable to secure the vote or consent of 
holders of Target Units required to effect the Merger. The materials 
submitted to the holders of Target Units in respect of the Merger shall have 
been subject to prior review and comment by Parent and shall include 
information regarding Target, the terms of the Merger and this Agreement, the 
unanimous recommendation of the Target Management Committee in favor of the 
Merger, this Agreement and the transactions contemplated hereby and such 
other documents (including the Stockholder Certificate) in order to satisfy 
the applicable requirements of the Securities Act in connection with the 
issuance and sale of Parent Common Stock in the Merger. Each Holder agrees to 
enter into a Support Agreement in the form attached hereto as EXHIBIT 4.2 
immediately upon request by Parent.

                  4.3 ACCESS TO INFORMATION. Between the date of this 
Agreement and the earlier of the Effective Time or the termination of this 
Agreement, upon reasonable notice Target shall (i) provide Parent, Merger Sub 
and their respective officers, managers, employees, accountants and counsel 
full access during normal business hours to all buildings, offices, and other 
facilities and to all its Books and Records of Target and Target Subsidiary, 
whether located on its premises or at another location; (ii) permit Parent 
and Merger Sub to make such inspections as they may reasonably require; (iii) 
cause its officers to furnish Parent and Merger 

                                       30


Sub such financial, operating, technical and product data and other 
information with respect to its business and Assets and Properties of Target 
and Target Subsidiary as Parent and Merger Sub from time to time may 
reasonably request, including financial statements and schedules; (iv) allow 
Parent and Merger Sub the opportunity to interview such employees and other 
personnel and Affiliates Target and Target Subsidiary with Target's prior 
written consent, which consent shall not be unreasonably withheld or delayed; 
and (v) assist and cooperate with Parent and Merger Sub in the development of 
integration plans for implementation by Parent and the Surviving Company 
following the Effective Time; PROVIDED, HOWEVER, that no investigation 
pursuant to this SECTION 4.3 shall affect or be deemed to modify any 
representation or warranty made by such party herein.

                  4.4 CONFIDENTIALITY. The parties acknowledge that Parent 
and Target have previously executed a Confidentiality Agreement dated October 
7, 1999 (the "CONFIDENTIALITY AGREEMENT"), which Confidentiality Agreement 
shall continue in full force and effect in accordance with its terms. Without 
limiting the foregoing, all information furnished to Parent and its officers, 
employees, accountants and counsel by Target, and all information furnished 
to Target by Parent and its respective officers, employees, accountants and 
counsel, shall be covered by the Confidentiality Agreement. Each of Parent 
and Target shall be fully liable and responsible under the Confidentiality 
Agreement for any breach of the terms and conditions thereof by their 
respective subsidiaries, officers, employees, accountants and counsel.

                  4.5 EXPENSES. Whether or not the Merger is consummated, all 
fees and expenses incurred in connection with the Merger including all legal, 
accounting, financial advisory, consulting and all other fees and expenses of 
third parties ("THIRD PARTY EXPENSES") incurred by a party in connection with 
the negotiation and effectuation of the terms and conditions of this 
Agreement and the transactions contemplated hereby, shall be the obligation 
of the respective party incurring such Third Party Expenses, provided, 
however, that Parent shall be responsible for all filing fees associated with 
SEC and other regulatory issues, as applicable, provided that filing fees 
will be covered for only one filing party other than Parent in connection 
with a HSR filing, if any.

                  4.6 PUBLIC DISCLOSURE. Unless otherwise required by Law 
(including federal and state securities laws) or, as to Parent, by the rules 
and regulations of the NASD, prior to the Effective Time, no public 
disclosure (whether or not in response to any inquiry) of the existence of 
any subject matter of, or the terms and conditions of, this Agreement shall 
be made by any party hereto unless approved by Parent and Target prior to 
release; PROVIDED, HOWEVER, that such approval shall not be unreasonably 
withheld or delayed; and provided further, that if any such public disclosure 
is required by law or, as to Parent, by the rules and regulations of the 
NASD, the disclosing party will give the other party reasonable advance 
notice of such disclosure and, if such disclosure is pursuant to a court 
order or subpoena or similar process, the disclosing party will cooperate 
with the other party's efforts to seek injunctive or other relief preventing 
or limiting such disclosure.

                  4.7 APPROVALS. Parent and Target shall use all commercially 
reasonable efforts required to obtain all Approvals from Governmental or 
Regulatory Authorities or under any of the Contracts or other agreements as 
may be required in connection with the Merger (all of which Approvals are set 
forth in either the Target Disclosure Schedule or the Parent 

                                       31


Disclosure Schedule) so as to preserve all rights of and benefits to Target 
thereunder and Parent and Target shall provide each other with such 
assistance and information as is reasonably required to obtain such Approvals.

                  4.8 NOTIFICATION OF CERTAIN MATTERS. Target shall give 
prompt notice to Parent, and Parent shall give prompt notice to Target, of 
(i) the occurrence or non-occurrence of any event that is likely to cause any 
representation or warranty of Target or Parent, respectively, contained in 
this Agreement to be untrue or inaccurate in any material respect at or prior 
to the Closing Date and (ii) any failure of Target or Parent, as the case may 
be, to comply with or satisfy any covenant, condition or agreement to be 
complied with or satisfied by it hereunder; PROVIDED, HOWEVER, that the 
delivery of any notice pursuant to this SECTION 4.8 shall not limit or 
otherwise affect any remedies available to the party receiving such notice.

                  4.9 ADDITIONAL DOCUMENTS AND FURTHER ASSURANCES. Each party 
hereto, at the request of the other party hereto, shall use all requisite 
commercially reasonable efforts to execute and deliver such other instruments 
prior to Closing and do and perform such other acts and things (including all 
action reasonably necessary to seek and obtain any and all consents and 
approvals of any Government or Regulatory Authority or Person required in 
connection with the Merger; PROVIDED, HOWEVER, that neither party shall not 
be obligated to consent to any material divestitures or operational 
limitations or activities in connection therewith and no party shall be 
obligated to make a payment of money as a condition to obtaining any such 
condition or approval) as may be necessary or desirable for effecting 
completely the consummation of this Agreement and the transactions 
contemplated hereby.

                  4.10 NNM LISTING. Parent shall cause to be authorized for 
listing on the NNM, effective as of the Effective Time, all shares of Parent 
Common Stock to be issued, upon official notice of issuance.

                  4.11 AUDITORS. Each party will use commercially reasonable 
efforts to cause its respective management and independent auditors to 
facilitate on a timely basis (i) the preparation of financial statements 
(including pro forma financial statements if required) to comply with 
applicable SEC regulations, (ii) the review of any audit or review work 
papers including the examination of selected audited financial statements and 
data, and (iii) the delivery of such representations from each party's 
independent accountants as may be reasonably requested by the other party or 
its accountants.

                  4.12 BENEFIT ARRANGEMENTS. Parent and Target agree that, 
following the Effective Time, Parent will provide (or will cause Target to 
provide) benefits to Target's employees as of the Effective Time that are at 
least as favorable, taken as a whole, as the benefits currently provided to 
employees of Parent performing functions similar to those to be performed by 
such Target employees after the Effective Time.

                  4.13 Neither Parent nor Target shall, nor shall they permit 
their Subsidiaries to, take any action or fail to take any action before or 
after the Effective Time which action or failure to act would prevent, or 
would be reasonably likely to prevent, the Merger from qualifying as a 
reorganization within the meaning of Section 368 of the Internal Revenue Code.

                                       32


                  4.14     Merger Sub was formed solely to facilitate the 
Merger.

                  4.15 Parent agrees to report the Merger, and agrees to 
cause Target to report the Merger, as a reorganization within the meaning of 
Section 368 of the Internal Revenue Code and to take no position inconsistent 
therewith and further agrees that it will, and that it will cause Target to, 
report to sale of assets by Target to the Other Assets Company as a sale of 
assets at the purchase price paid for such assets by the Other Assets Company.

                  4.16 Merger Sub has elected, or will elect, pursuant to 
Treasury Regulation Section 301.7701-3(c)(1), to be classified as a 
corporation for United States federal income tax purposes effective as of the 
date of its formation.

                  4.17 All Tax Returns with respect to taxable periods ending 
on or before the Effective Time required to be filed by or with respect to 
Target or Target Subsidiary with any Taxing Authority after the Effective 
Time will be completed and filed when due (including extensions). All such 
Tax Returns will be true and complete when filed. Not later than 30 days 
prior to the due date (including extensions) of each such Tax Return, Parent 
shall deliver a copy of such Tax Return to the Holders. The Holders shall 
have an opportunity to review and comment upon each such Tax Return and 
Parent will make any changes to such Tax Return as reasonably requested by 
the Holders.

                  4.18 NONCOMPETE.

                       (a)      In order to maximize the value of the assets 
acquired by Parent under this Agreement, none of Other Assets Company, Source 
Media and its Affiliates will enter into or continue the business of making, 
having made, using and directly selling Generic Middleware (as defined in the 
Programming Services Agreement).

                       (b)      If all or substantially all of the assets of 
Other Assets Company are acquired by, or Other Assets Company is merged into, 
a third party, such third party may sell and market Generic Middleware if:

                                (i)     the third party is selling and 
marketing independently developed Generic Middleware prior to and at the time 
of the acquisition or merger; and

                                (ii)    Other Assets Company provides Parent 
with written notice sixty (60) days prior to such acquisition or merger to 
the extent practicable.

                       (c)      This Section 4.18 shall terminate when 
Section 2.1(c) of the Preferred Content Provider Agreement is no longer in 
effect.

                                    ARTICLE 5
                            CONDITIONS TO THE MERGER

                  5.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY TO EFFECT THE 
MERGER. The respective obligations of each party to this Agreement to effect 
the Merger shall be subject to the satisfaction at or prior to the Closing of 
the following conditions:

                                       33


                           (a)      GOVERNMENTAL AND REGULATORY APPROVALS. 
 Approvals from any Governmental or Regulatory Authority (if any) necessary 
for consummation of the transactions contemplated by this Agreement shall 
have been timely obtained, unless the failure to obtain such Approval could 
not be reasonably expected to have a Material Adverse Effect on Parent, 
Target or the Holders, and any waiting period applicable to the consummation 
of the Merger under the HSR Act shall have expired or been terminated.

                           (b)      NO INJUNCTIONS OR REGULATORY RESTRAINTS; 
ILLEGALITY. No temporary restraining order, preliminary or permanent 
injunction or other Order issued by any court of competent jurisdiction or 
Governmental or Regulatory Authority or other legal or regulatory restraint 
or prohibition preventing the consummation of the Merger shall be in effect; 
nor shall there be any action taken, or any Law or Order enacted, entered, 
enforced or deemed applicable to the Merger or the other transactions 
contemplated by the terms of this Agreement that would prohibit the 
consummation of the Merger or which would permit consummation of the Merger 
only if certain material divestitures were made or if Parent were to agree to 
material limitations on its business activities or operations.

                           (c)      TARGET UNITS HOLDER ACTION. The 
Merger shall have been approved by the requisite votes of the holders of 
Target Units of Target in accordance with the DLLCA and, if applicable, the 
California Code.

                           (d)      LEGAL PROCEEDINGS.  No Governmental or 
Regulatory Authority shall have notified either party to this Agreement that 
such Governmental or Regulatory Authority intends to commence proceedings to 
restrain or prohibit the transactions contemplated hereby or force 
rescission, unless such Governmental or Regulatory Authority shall have 
withdrawn such notice and abandoned any such proceedings prior to the time 
which otherwise would have been the Closing Date.

                           (e)      FAIRNESS HEARING AND CALIFORNIA PERMIT; 
PRIVATE PLACEMENT ALTERNATIVE. The fairness hearing shall have been held 
by the Commissioner of Corporations of the State of California and the 
California Permit shall have been issued by the State of California. In the 
alternative, if for whatever reason the California Permit shall not have been 
issued by March 10, 2000, or if a determination shall have been made by such 
Commission not to issue the California Permit, Parent shall have executed and 
delivered to Holders the Registration Rights Agreement (and such Registration 
Rights Agreement shall be in full force and effect upon delivery).

                  5.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF TARGET. The 
obligations of Target to consummate the Merger and the other transactions 
contemplated by this Agreement shall be subject to the satisfaction at or 
prior to the Closing of each of the following conditions, any of which may be 
waived, in writing, exclusively by Target:

                           (a)      REPRESENTATIONS  AND  WARRANTIES.  Each 
of the  representations  and warranties made by Parent and Merger Sub in this 
Agreement (as qualified by the Parent Disclosure Schedule, as such may be 
updated at the Closing Date and prior to the Effective Time, as provided 
below) shall be true and correct when made and (other than representations 
and warranties which by their express terms are made solely as of a specified 
earlier date) shall 

                                       34


be true and correct on and as of the Closing Date so as to not have any 
Material Adverse Effect on Parent as though such representation or warranty 
was made on and as of the Closing Date, and any representation or warranty 
made as of a specified date earlier than the Closing Date shall be true and 
correct on and as of such earlier date, provided, however, that Parent shall 
have the opportunity to update its Disclosure Schedule as of the Closing Date 
as necessary for their representations and warranties (other than 
representations and warranties which by their express terms were made solely 
as of a specified earlier date) to be true and correct in all material 
respects as of the Closing Date.

                           (b)      PERFORMANCE.  Parent and Merger Sub shall 
have performed and complied in all material respects with each agreement, 
covenant and obligation required by this Agreement to be so performed or 
complied with by Parent or Merger Sub at or before the Closing.

                           (c)      OFFICERS' CERTIFICATES.  Parent shall 
have delivered to Target (i) a certificate, dated the Closing Date and 
executed by the President and Chief Executive Officer of Parent and (ii) a 
certificate, dated the Closing Date and executed by the Secretary of Parent, 
both in form and substance to be agreed upon by Parent and Holders and to be 
set forth as EXHIBIT D hereto. Parent shall have delivered to special tax 
counsel for Target a certificate, dated as of the Closing Date and executed 
by an authorized officer of Parent, in substantially the form set forth in 
EXHIBIT H hereto.

                           (d)      NO MATERIAL ADVERSE CHANGE. There shall 
have occurred no material adverse change in the Business or Condition of 
Target or Parent since the date hereof; PROVIDED that for purposes of this 
SECTION 5.2(d) and SECTIONS 2.8 AND 5.2(a), changes which are attributable to 
or result from (i) the public announcement or pendency of the transactions 
contemplated hereby on customers of each party, (ii) changes in general 
economic conditions or changes affecting the industry generally in which such 
party operates, (iii) changes resulting from the acts or omissions of a party 
to this Agreement (other than the party asserting that such changes 
constitutes a material adverse change in its Business or Condition); 
provided, that a reduction in the market price of a party's capital stock 
shall not, in and of itself, constitute a material adverse change in the 
Business or Condition of such party; (it being understood that in any 
controversy concerning the applicability of this clause (d) the party 
claiming the benefit of this clause (d) shall have the burden of proof with 
respect to the elements of such clause).

                           (e)      LEGAL OPINION.  Target shall have 
received a legal opinion from Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to Parent, in form and substance to be agreed upon by 
Parent and Holders and to be set forth on EXHIBIT E hereto.

                           (f)      NNM LISTING.  Parent shall have caused to 
be authorized for listing on the NNM, effective as of the Effective Time, all 
shares of Parent Common Stock to be issued, upon official notice of issuance.

                           (g)      ANCILLARY AGREEMENTS.  Parent and Merger 
Sub shall have executed and delivered each Ancillary Agreement to which it is 
a party.

                                       35


                  5.3 ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF PARENT AND 
MERGER SUB. The obligations of Parent and Merger Sub to consummate the Merger 
and the other transactions contemplated by this Agreement shall be subject to 
the satisfaction at or prior to the Closing of each of the following 
conditions, any of which may be waived, in writing, exclusively by Parent:

                           (a)      REPRESENTATIONS AND WARRANTIES. Each of 
the representations and warranties made by Target in this Agreement (as 
qualified by the Target Disclosure Schedule, as such may be updated at the 
Closing Date and prior to the Effective Time, as provided below) shall be 
true and correct when made and (other than representations and warranties 
which by their express terms are made solely as of a specified earlier date) 
shall be true and correct on and as of the Closing Date so as to not have any 
Material Adverse Effect on Target and Target Sub, taken as a whole, as though 
such representation or warranty was made on and as of the Closing Date, and 
any representation or warranty made as of a specified date earlier than the 
Closing Date shall be true and correct on and as of such earlier date, 
provided, however, that Target shall have the opportunity to update its 
Disclosure Schedule as of the Closing Date as necessary for its 
representations and warranties (other than representations and warranties 
which by their express terms were made solely as of a specified earlier date) 
to be true and correct in all respects as of the Closing Date.

                           (b)      PERFORMANCE.  Target shall have performed 
and complied in all material respects with each agreement, covenant and 
obligation required by this Agreement to be so performed or complied with by 
Target on or before the Closing Date. Target shall have obtained all 
necessary approvals of the Source Media Bondholders and preferred 
shareholders to the transactions contemplated by this Agreement and the 
Ancillary Agreements.

                           (c) CERTIFICATES. Target shall have delivered to 
Parent (i) a certificate, dated the Closing Date and executed by the Target 
Management Committee and (ii) a certificate, dated the Closing Date and 
executed by the manager of Target, both substantially in the forms set forth 
in EXHIBIT F hereto.

                           (d)      NO MATERIAL ADVERSE CHANGE. There shall 
have occurred no material adverse change in the Business or Condition of 
Parent since the date hereof; PROVIDED that for purposes of this SECTION 
5.3(d) and SECTION 5.3(a), changes which are attributable to or result from 
(i) the public announcement or pendency of the transactions contemplated 
hereby on customers of each party, (ii) changes in general economic 
conditions or changes affecting the industry generally in which such party 
operates, (iii) changes resulting from the acts or omissions of a party to 
this Agreement (other than the party asserting that such changes constitutes 
a material adverse change in its Business or Condition); provided, that a 
reduction in the market price of a party's capital stock shall not, in and of 
itself, constitute a material adverse change in the Business or Condition of 
such party; (it being understood that in any controversy concerning the 
applicability of this clause (d) the party claiming the benefit of this 
clause (d) shall have the burden of proof with respect to the elements of 
such clause).

                           (e)      THIRD PARTY CONSENTS.  Parent shall have 
been furnished with evidence satisfactory to it that Target has obtained the 
consents, approvals and waivers listed in SECTION 2.5 OF THE TARGET 
DISCLOSURE SCHEDULE (except for such consents, approvals and waivers 

                                       36


the failure of which to receive could not reasonably be expected to have a 
Material Adverse Effect on the Surviving Company).

                           (f)      LEGAL OPINION.  Parent shall have 
received a legal opinion from Cooperman Levitt Winikoff Lester & Newman, 
P.C., legal counsel to Target, in form and substance to be agreed upon by 
Parent and Holders and to be set forth on EXHIBIT G hereto.

                           (g)      ANCILLARY AGREEMENTS.  Each Related Party 
shall have executed and delivered each Ancillary Agreement to which it is a 
party.

                           (h)      EMPLOYEES.  At least eighty percent (80%) 
of the employees of the VirtualModem Employer, which employees are identified 
on SCHEDULE 2.19(c), (A) shall continue to be employed by the VirtualModem 
Employer immediately prior to the Closing, (B) shall have accepted employment 
with Parent by executing and delivering to Parent its standard form offer 
letter and (C) shall not have given any notice or other indication that they 
are not willing to be employed by Parent or a Subsidiary of Parent (as Parent 
shall designate), following the Merger.

                                    ARTICLE 6
               SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS
                                 AND AGREEMENTS

                  6.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND 
AGREEMENTS. Notwithstanding any right of Parent, Merger Sub or Target 
(whether or not exercised) to investigate the affairs of Parent, Merger Sub 
or Target or a waiver by Parent or Target of any condition to Closing set 
forth in ARTICLE 5, each party shall have the right to rely fully upon the 
representations, warranties, covenants and agreements of the other party 
contained in this Agreement or in any instrument delivered pursuant to this 
Agreement. The representations and warranties of Target relating to the 
ownership of Target Intellectual Property shall survive the Merger for a 
period of two (2) years. All other representations and warranties of Target 
and all of the representations and warranties of Parent shall survive the 
Merger for a period of one (1) year. None of the other covenants and 
agreements of Target and Parent, which by their terms are to be performed on 
or prior to the Closing Date, shall survive after the Merger.

                  6.2 INDEMNIFICATION BY THE HOLDER INDEMNITORS. Each of 
Source Media, Insight Interactive and Insight Communications (the "HOLDER 
INDEMNITORS") shall indemnify Parent, Merger Sub and the Surviving Company 
and any employee, director, officer or agent (the "INDEMNIFIED PARTIES") of 
each of them against, hold each of them harmless from, and reimburse each of 
them for any claim, costs, loss, liability or expense (including reasonable 
attorneys' fees and expenses) or other damage (including, without limitation, 
expectation, actual, punitive and consequential damages) (collectively, 
"DAMAGES") arising, directly or indirectly, from or in connection with: (a) 
any inaccuracy in or breach of any of the representations or warranties of 
Target, Target Subsidiary or the Holders in this Agreement, (b) any failure 
by Target, Target Subsidiary or the Holders to perform or comply with any 
covenant or obligation in this Agreement, (c) any Third Party Claim relating 
to an inaccuracy or failure referred to in clause (a) or (b) above, (d) 
except as provided in SECTION 2.11 OF THE TARGET DISCLOSURE SCHEDULE with 
respect to the Worldgate Litigation, any liability incurred by Parent or any 
of its Affiliates 

                                       37


relating to the Litigation and (e) any assets, including contract rights, 
transferred from Target to Other Assets Company prior to the Closing and any 
liabilities of Target assumed by the Other Assets Company prior to the 
Closing. In addition, to the extent that any representation or warranty of 
Target, Target Subsidiary, or the Holders is qualified, limited or subject to 
a materiality or other standard or threshold, such as "to the knowledge of", 
"the best of the knowledge of" or by the condition that such representation, 
warranty, covenant or agreement would not, or is not or are not expected to 
"have a Material Adverse Effect" or by any other similar qualification or 
limitation (whether such qualification or limitation, standard or threshold 
is set forth therein or under applicable law pertaining to another document 
to which reference is made herein), then for all purposes of this SECTION 6.2 
and the indemnification obligation imposed hereunder, such disclosure, 
representation or warranty shall be deemed to have been made without such 
limitation, qualification, material adverse effect standard or other similar 
standard or threshold, with it being the intent of the parties that the 
Indemnified Parties be fully indemnified hereunder for any Damages incurred 
by such party without regard to the qualification, limitation, standard or 
threshold set forth in the disclosure, representation or warranty. No claim 
for Damages shall be made until the cumulative amount of the Damages exceeds 
One Hundred Thousand Dollars ($100,000), at which point claim may be made for 
the entire amount of the incurred Damages.

                  6.3 MARKET STAND-OFF. Each Holder hereby agrees that it 
will not during the period commencing on the Effective Time and ending on 
July 31, 2000, (i) lend, offer, pledge, sell, contract to sell, sell any 
option or contract to purchase, purchase any option or contract to sell, 
grant any option, right or warrant to purchase, or otherwise transfer or 
dispose of, directly or indirectly, eighty percent (80%) of the shares of 
Parent Common Stock acquired by Holder pursuant to the Merger or (ii) enter 
into any swap or other arrangement that transfers to another, in whole or in 
part, any of the economic consequences of ownership of eighty percent (80%) 
of the shares of Parent Common Stock acquired by Source Media or Insight 
Interactive pursuant to the Merger, whether any such transaction described in 
clause (i) or (ii) above is to be settled by delivery of Parent Common Stock 
or such other securities, in cash or otherwise, provided that Source Media 
may grant a security interest and pledge in respect of such Parent Common 
Stock for the benefit of the Source Media Bondholders, provided further that 
such pledge(s) shall be subject to the restrictions of this Section 6.3.

                  6.4 LIMITATION OF LIABILITY. The aggregate liability of 
each of Source Media, Insight Interactive and Insight Communications in 
respect of their obligations under this Agreement and the Ancillary 
Agreements shall be limited to an amount equal to the SUM of (i) the amount 
of proceeds (net of sales commissions, discounts and brokerage fees) from any 
sale of Parent Common Stock by such party (or its Affiliates) issued pursuant 
to Section 1.5 hereof that occurs prior to the close of business on the date 
such liability is determined (the "Determination Date"), without regard to 
any use or application of such proceeds, and (ii) in the case of Parent 
Common Stock held by such party or its Affiliates issued pursuant to Section 
1.5 hereof and held at the close of business on the Determination Date, the 
lesser of (A) the fair market value of such stock, based on the closing sale 
price of such stock on the Determination Date, or (B) the net proceeds from 
the sale of such stock during the thirty (30) days following the 
Determination Date when such stock is both publicly traded and traded on the 
Nasdaq National Market or on established trading exchange, MINUS the amount 
of any liability of such party (or its Affiliate) for any such obligations 
that have already been paid by such party (or its Affiliate). 

                                       38


Except for obligations arising under the Programming Services Agreement, any 
such obligations shall terminate on the second anniversary of the Closing 
Date. Except as provided in the following sentence, any such obligations 
arising under the Programming Services Agreement shall terminate in 
accordance with the Programming Services Agreement. Notwithstanding any other 
provision hereof, this Section 6.4 shall not apply to the obligations of 
Source Media arising under the Programming Services Agreement.

                                    ARTICLE 7
                       CONDUCT PRIOR TO THE EFFECTIVE TIME

                  7.1      CONDUCT OF BUSINESS.

                           (a)       During the period from the date of this 
Agreement and continuing until the earlier of the termination of this 
Agreement and the Effective Time, Target and Parent each agree (unless such 
party receives prior consent in writing from the other party, which consent 
shall not be unreasonably withheld) to carry on its business in the ordinary 
and usual course and consistent with its past practices, to pay its 
Liabilities and Taxes consistent with its past practices (and in any event 
when due), to pay or perform other obligations when due consistent with its 
past practices (other than Liabilities, Taxes and other obligations, if any, 
contested in good faith through appropriate proceedings), and, to the extent 
consistent with such business, to use commercially reasonable efforts to 
preserve intact its present business organization, keep available the 
services of its present officers and key employees and preserve its 
relationships with customers, suppliers, distributors, licensors, licensees, 
independent contractors and other Persons having business dealings with it, 
all with the express purpose and intent of preserving unimpaired its goodwill 
and ongoing businesses at the Effective Time.

                           (b)     Without limiting Section 7.1(a), and 
except as otherwise specifically provided in this Agreement, Target shall 
not, without the prior written consent of Parent, which consent shall not be 
unreasonably withheld, take, or agree in writing or otherwise to take, any of 
the actions described in SECTION 2.8 of this Agreement, or any other action 
that would make any of its representations or warranties contained in this 
Agreement untrue or incorrect in any material respect or prevent Target from 
performing or cause Target not to perform its agreements and covenants 
hereunder.

                  7.2      NO SOLICITATION.

                           (a)      Until the earlier of the  Effective  Time 
and the date of  termination  of this Agreement pursuant to the provisions of 
SECTION 8.1 hereof, Target will not take (and since December 1, 1999, 
inclusive, neither Target nor Target Subsidiary has taken), nor will Target 
permit (and since December 1, 1999 inclusive has not permitted) any of its 
members, managers, agents, employees, affiliates, attorneys, accountants, 
financial advisers or other representatives (collectively, "REPRESENTATIVES") 
to (directly or indirectly): (i) solicit, encourage, initiate, entertain, 
review or participate in any negotiations or discussions with respect to an 
offer or proposal, oral, written, or otherwise, formal or informal to acquire 
all or any part of the VirtualModem Business or the VirtualModem Products, 
whether by purchase of assets, exclusive license, joint venture formation, 
purchase of stock, business combination or otherwise, (ii) disclose any 
information not customarily disclosed to any Person concerning Target as such 

                                       39


information relates to the VirtualModem Business and which Target believes 
would be used for the purposes of formulating any such offer or proposal, 
(iii) assist, cooperate with, facilitate or encourage any Person to make any 
offer or proposal to acquire all or any substantial portion of the 
VirtualModem Business or the VirtualModem Products (directly or indirectly), 
(iv) agree to, enter into a contract regarding, approve, recommend or endorse 
any transaction involving the acquisition of all or any part of Target (a 
"ACQUISITION PROPOSAL"), or (v) authorize or permit any of Target's 
Representatives to take any such action. Target shall notify Parent as 
promptly as practical if any proposal or offer (formal or informal, oral, 
written or otherwise), or any inquiry or contact with any Person with respect 
thereto, regarding a Acquisition Proposal is made, such notice to include the 
identity of the Person proposing such Acquisition Proposal and the terms 
thereof, and shall keep Parent apprised, on a current basis of the status of 
any such Acquisition Proposal and of any modifications to the terms thereof. 
Target immediately shall cease and cause to be terminated all existing 
discussions or negotiations with any parties other than Parent conducted 
heretofore with respect to any Acquisition Proposal.

                           (b)       Except as set forth below in this 
subsection (b), neither the Target Management Committee nor any committee 
thereof shall: (i) fail to include, withdraw or modify, or propose to 
withdraw or modify, in a manner adverse to Parent, the approval or 
recommendation by such management committee or any such committee of this 
Agreement or the Merger, (ii) approve or recommend or propose to approve or 
recommend, any Acquisition Proposal, or (iii) enter into any agreement with 
respect to any Acquisition Proposal.

                                    ARTICLE 8
                        TERMINATION, AMENDMENT AND WAIVER

                  8.1 TERMINATION. Except as provided in SECTION 8.2 below, this
Agreement may be terminated and the Merger abandoned at any time prior to the
Effective Time:

                           (a)      by mutual written consent of Target and 
Parent;

                           (b)      by Parent or Target if:

                                    (i)     the Effective Time has not 
occurred before 5 p.m. (Pacific  Time) on April 15, 2000 (provided however, 
that the right to terminate this Agreement under this SECTION 8.1(b)(i) shall 
not be available to any party whose willful failure to fulfill any obligation 
hereunder has been the cause of , or resulted in, the failure of the 
Effective Time to occur on or before such date);

                                    (ii) there shall be any statute, rule, 
regulation or order enacted, promulgated or issued or deemed applicable to 
the Merger by any Governmental or Regulatory Authority that would make 
consummation of the Merger illegal or there shall be a final nonappealable 
order of a federal or state court in effect preventing consummation of the 
Merger;

                                    (iii) there shall be any action taken, or 
any Law or Order enacted, promulgated or issued or deemed applicable to the 
Merger, by any Governmental or Regulatory Authority, which would (A) prohibit 
Parent's or the Merger Sub's ownership or operation of all or any portion of 
the business of Target or (B) compel Parent or Merger Sub to 

                                       40


dispose of or hold separate all or a portion of the Assets and Properties of 
Target as a result of the Merger; or

                                    (iv) the Merger is not approved and 
adopted by the affirmative vote of the Holders as required by the DLLCA, the 
California Code (if applicable), and Target's LLC Agreement.

                           (c)      by Target if:

                                    (i)     prior to the Effective Time, 
Parent Board shall have withdrawn, modified or changed in a manner adverse to 
Target its approval or recommendation of this Agreement or the Merger; or

                                    (ii)    (Target is not in breach in any 
material respect of any of its representations, warranties, covenants or 
agreements in this Agreement) if there has been a material breach of any 
representation, warranty, covenant or agreement contained in this Agreement 
on the part of Parent or Merger Sub and (A) Parent is not using its 
reasonable efforts to cure such breach, or has not cured such breach within 
thirty (30) days, after notice of such breach to Parent (PROVIDED, HOWEVER, 
that no cure period shall be required for a breach which by its nature cannot 
be cured) and (B) as a result of such breach and assuming such breach is not 
cured, the conditions set forth in SECTION 5.1 or SECTION 5.2, as the case 
may be, would not at Closing be satisfied.

                           (d)      by Parent if:

                                    (i)     prior to the Effective Time, 
Target Board shall have withdrawn, modified or changed in a manner adverse to 
Parent its approval or recommendation of this Agreement or the Merger; or

                                    (ii)    Parent is not in breach in any 
material respect of any of its representations, warranties, covenants or 
agreements in this Agreement) if there has been a material breach of any 
representation, warranty, covenant or agreement contained in this Agreement 
on the Target and (A) Target is not using its reasonable efforts to cure such 
breach, or has not cured such breach within thirty (30) days, after notice of 
such breach to Target (PROVIDED, HOWEVER, that no cure period shall be 
required for a breach which by its nature cannot be cured) and (B) as a 
result of such breach and assuming such breach is not cured, the conditions 
set forth in SECTION 5.1 or SECTION 5.3, as the case may be, would not at 
Closing be satisfied.

                  8.2 EFFECT OF TERMINATION. In the event of a valid 
termination of this Agreement as provided in SECTION 8.1, this Agreement 
shall forthwith become void and there shall be no liability or obligation on 
the part of Parent or Target, or their respective officers, directors or 
stockholders or Affiliates or Associates; PROVIDED, HOWEVER, that each party 
shall remain liable for any breaches of this Agreement prior to its 
termination; and PROVIDED FURTHER that, the provisions of SECTIONS 4.4, 4.5, 
4.6, 8.2, 9.6, 9.9, 9.10 AND 9.11 of this Agreement shall remain in full 
force and effect and survive any termination of this Agreement.

                                       41


                  8.3 AMENDMENT. Except as is otherwise required by 
applicable law, this Agreement may be amended by the parties hereto at any 
time by execution of an instrument in writing signed on behalf of each of the 
parties hereto.

                  8.4 EXTENSION; WAIVER. At any time prior to the Effective 
Time, Parent and Target may, to the extent legally allowed, (i) extend the 
time for the performance of any of the obligations of the other party hereto, 
(ii) waive any inaccuracies in the representations and warranties made to 
such party contained herein or in any document delivered pursuant hereto, and 
(iii) waive compliance with any of the agreements, covenants or conditions 
for the benefit of such party 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 an instrument in writing signed on behalf of such party.

                                    ARTICLE 9
                            MISCELLANEOUS PROVISIONS

                  9.1 NOTICES. All notices, requests and other communications 
hereunder must be in writing and will be deemed to have been duly given only 
if delivered personally against written receipt or by facsimile transmission 
against facsimile confirmation or mailed by prepaid first class certified 
mail, return receipt requested, or mailed by overnight courier prepaid, to 
the parties at the following addresses or facsimile numbers:

                           If to Parent or Merger Sub to:

                           Liberate Technologies
                           2 Circle Star Way
                           San Carlos, CA  94070
                           (650) 701-4000 Phone
                           (650) 701-4951 Facsimile
                           Attention:  General Counsel

                           with a copy to:

                           Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
                           155 Constitution Drive
                           Menlo Park, California 94025
                           (650) 321-2400 Phone
                           (650) 321-2800 Facsimile
                           Attention:  Brooks Stough

                           If to Target to:

                           SourceSuite LLC
                           c/o Source Media, Inc.
                           5400 LBJ Freeway, Suite 680
                           Dallas, Texas  75240
                           Attention:  Stephen W. Palley, Chief Executive 
                           Officer

                                       42


                           with a copy to:

                           Cooperman Levitt Winikoff Lester & Newman, P.C.
                           800 Third Avenue
                           New York, NY  10022
                           (212) 688-7000 Phone
                           (212) 755-2839 Facsimile
                           Attention:  Robert L. Winikoff, Esq.

                           If to SourceSuite Acquisition LLC:

                           c/o Source Media, Inc.
                           5400 LBJ Freeway, Suite 680
                           Dallas, Texas  75240
                           (972) 701-5400 Phone
                           (972) 701-5566 Facsimile
                           Attention:  Stephen W. Palley, Chief Executive 
                           Officer

                           with a copy to:

                           Cooperman Levitt Winikoff Lester & Newman, P.C.
                           800 Third Avenue
                           New York, NY  10022
                           (212) 688-7000 Phone
                           (212) 755-2839 Facsimile
                           Attention:  Robert L. Winikoff, Esq.

                           If to Source Media:

                           Source Media, Inc.
                           5400 LBJ Freeway, Suite 680
                           Dallas, Texas  75240
                           (972) 701-5400 Phone
                           (972) 701-5566 Facsimile
                           Attention:  Stephen W. Palley, Chief Executive 
                           Officer

                           with a copy to:

                           Cooperman Levitt Winikoff Lester & Newman, P.C.
                           800 Third Avenue
                           New York, NY  10022
                           (212) 688-7000 Phone
                           (212) 755-2839 Facsimile
                           Attention:  Robert L. Winikoff, Esq.

                                       43


                           If to Insight Interactive, LLC or Insight 
                           Communications Company, Inc.:

                           Insight Communications Company, Inc.
                           126 East 56th Street
                           New York, New York  10022
                           (212) 371-2266 Phone
                           (212) 371-1549 Facsimile
                           Attention:  General Counsel

All such notices, requests and other communications will (i) if delivered 
personally to the address as provided in this SECTION 9.1, be deemed given 
upon delivery, (ii) if delivered by facsimile transmission to the facsimile 
number as provided for in this SECTION 9.1, be deemed given upon facsimile 
confirmation, (iii) if delivered by mail in the manner described above to the 
address as provided for in this SECTION 9.1, be deemed given on the earlier 
of the third Business Day following mailing or upon receipt and (iv) if 
delivered by overnight courier to the address as provided in this SECTION 
9.1, be deemed given on the earlier of the first Business Day following the 
date sent by such overnight courier or upon receipt (in each case regardless 
of whether such notice, request or other communication is received by any 
other Person to whom a copy of such notice is to be delivered pursuant to 
this SECTION 9.1). Any party from time to time may change its address, 
facsimile number or other information for the purpose of notices to that 
party by giving notice specifying such change to the other party hereto.

                  9.2 ENTIRE AGREEMENT. This Agreement and the Exhibits and 
Schedules hereto, including Target Disclosure Schedule and the Parent 
Disclosure Schedule, and all agreements required to be executed and delivered 
pursuant hereto, constitute the entire agreement and understanding among the 
parties with respect to the subject matter hereof and supersede all prior 
agreements and understandings, both written and oral, among the parties with 
respect to the subject matter hereof, except for the Confidentiality 
Agreement, which shall continue in full force and effect and shall survive 
any termination of this Agreement or the Closing in accordance with its terms.

                  9.3 FURTHER ASSURANCES; POST-CLOSING COOPERATION. At any 
time or from time to time after the Closing, the parties shall execute and 
deliver to the other party such other documents and instruments, provide such 
materials and information and take such other actions as the other party may 
reasonably request to consummate the transactions contemplated by this 
Agreement and otherwise to cause the other party to fulfill its obligations 
under this Agreement and the transactions contemplated hereby. Each party 
agrees to use diligent efforts to cause the conditions to its obligations to 
consummate the Merger to be satisfied.

                  9.4 WAIVER. Any term or condition of this Agreement may be 
waived at any time by the party that is entitled to the benefit thereof, but 
no such waiver shall be effective unless set forth in a written instrument 
duly executed by or on behalf of the party waiving such term or condition. No 
waiver by any party of any term or condition of this Agreement, in any one or 
more instances, shall be deemed to be or construed as a waiver of the same or 
any other term or condition of this Agreement on any future occasion. All 
remedies, either under this Agreement or by Law or otherwise afforded, will 
be cumulative and not alternative.

                                       44


                  9.5 THIRD PARTY BENEFICIARIES. The terms and provisions of 
this Agreement are intended solely for the benefit of each party hereto and 
their respective successors or permitted assigns, and it is not the intention 
of the parties to confer third-party beneficiary rights, and this Agreement 
does not confer any such rights, upon any other Person.

                  9.6 NO ASSIGNMENT; BINDING EFFECT. Neither this Agreement 
nor any right, interest or obligation hereunder may be assigned (by operation 
of law or otherwise) by any party without the prior written consent of the 
other party and any attempt to do so will be void. Subject to the preceding 
sentence, this Agreement is binding upon, inures to the benefit of and is 
enforceable by the parties hereto and their respective successors and assigns 
and any third party that shall acquire all or substantially all of the assets 
hereto or at least fifty percent (50%) of the outstanding equity of a party 
hereto.

                  9.7 HEADINGS. The headings and table of contents used in 
this Agreement have been inserted for convenience of reference only and do 
not define or limit the provisions hereof.

                  9.8 INVALID PROVISIONS. If any provision of this Agreement 
is held to be illegal, invalid or unenforceable under any present or future 
Law, and if the rights or obligations of any party hereto under this 
Agreement will not be materially and adversely affected thereby, (a) such 
provision will be fully severable, (b) this Agreement will be construed and 
enforced as if such illegal, invalid or unenforceable provision had never 
comprised a part hereof, (c) the remaining provisions of this Agreement will 
remain in full force and effect and will not be affected by the illegal, 
invalid or unenforceable provision or by its severance herefrom and (d) in 
lieu of such illegal, invalid or unenforceable provision, there will be added 
automatically as a part of this Agreement a legal, valid and enforceable 
provision as similar in terms to such illegal, invalid or unenforceable 
provision as may be possible.

                  9.9 GOVERNING LAW. This Agreement shall be governed by and 
construed in accordance with the domestic laws of the State of Delaware, 
without giving effect to any choice of law or conflict of law provision or 
rule (whether of the State of California or any other jurisdiction) that 
would cause the application of the laws of any jurisdiction other than the 
State of Delaware.

                  9.10 CONSTRUCTION. Ambiguities in this Agreement, if any, 
shall not be construed strictly or in favor of or against any party hereto 
but rather shall be given a fair and reasonable construction.

                  9.11 COUNTERPARTS. This Agreement may be executed in any 
number of counterparts, each of which will be deemed an original, but all of 
which together will constitute one and the same instrument.

                  9.12 SPECIFIC PERFORMANCE. 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. Except where this Agreement specifically provides 
for arbitration, it is 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 

                                       45


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.

                  9.13 NO SOLICITATION OF EMPLOYEES. Following the Closing, 
neither Source Media nor Insight Communications shall directly or indirectly 
solicit any employee of the Surviving Company, Parent or Merger Sub to leave 
or terminate their employment with that party.

                  9.14 EXCULPATION. Notwithstanding the foregoing or any 
other provision of this Agreement or any other document related to the Merger 
that refers to the treatment of the Merger as a reorganization, including 
without limitation the application and information statement relating to 
California Permit, Source Media and Insight Interactive each (i) acknowledge 
and agree that none of Parent, Merger Sub or Target has made pursuant to this 
Agreement or otherwise in connection with the Merger any representation 
regarding, or shall Parent, Merger Sub nor Target be held liable with respect 
to, the tax consequences of the receipt of the Merger consideration, and (ii) 
represent that they have consulted with their respective tax advisors 
regarding the tax consequences of the Merger and understand that any tax 
disclosure provided in connection with the California Permit has been 
prepared by such tax advisors.

                  9.15 ADJUSTMENTS. Anything to the contrary herein 
notwithstanding, Target shall have the right, at Target's option, anytime 
prior to Effective Time to contribute to the Other Assets Company any or all 
of the cash and cash equivalents held by Target (other than the proceeds from 
the sale of assets to Other Assets LLC).

                                   ARTICLE 10
                                   DEFINITIONS

                  10.1     DEFINITIONS.

                           (a)      As used in this Agreement, the following 
defined terms shall have the meanings indicated below:

                   "Acquisition Proposal" has the meaning ascribed to it in 
SECTION 7.3.

                  "Actions or Proceedings" means any action, suit, complaint, 
petition, investigation, proceeding, arbitration, litigation or Governmental 
or Regulatory Authority investigation, audit or other proceeding, whether 
civil or criminal, in law or in equity, or before any arbitrator or 
Governmental Regulatory Authority.

                  "Affiliate" means, as applied to any Person, (a) any other 
Person directly or indirectly controlling, controlled by or under common 
control with, that Person, or (b) any other Person that owns or controls (i) 
twenty percent (20%) or more of any class of voting ownership interests of 
that Person or any of its Affiliates or (ii) twenty percent (20%) or more of 
any class of voting ownership interests (including any ownership interests 
issuable upon the exercise of any option or convertible security) of that 
Person or any of its Affiliates. For the purposes of this definition, 
"control" (including with correlative meanings, the terms "controlling", 
"controlled by", and "under common control with") as applied to any Person, 
means the possession, directly 

                                       46


or indirectly, of the power to direct or cause the direction of the 
management and policies of that Person, whether through ownership of voting 
ownership interests or by contract or otherwise.

                  "Agreement" means this Merger Agreement and Plan of 
Reorganization, including (unless the context otherwise requires) the 
Exhibits and Schedules hereto and the certificates and instruments delivered 
in connection herewith, or incorporated by reference, as the same may be 
amended or supplemented from time to time in accordance with the terms hereof.

                  "Agreement Date" means the date first written above.

                  "Ancillary Agreements" has the meaning ascribed to it in 
SECTION 2.2.

                  "Approval" means any approval, authorization, consent, 
permit, qualification or registration, or any waiver of any of the foregoing, 
required to be obtained from or made with, or any notice, statement or other 
communication required to be filed with or delivered to, any Governmental or 
Regulatory Authority or any other Person.

                  "Assets and Properties" of any Person means all assets and 
properties of every kind, nature, character and description (whether real, 
personal or mixed, whether tangible or intangible, whether absolute, accrued, 
contingent, fixed or otherwise and wherever situated), including the goodwill 
related thereto, operated, owned, licensed or leased by such Person, 
including cash, cash equivalents, Investment Assets, accounts and notes 
receivable, chattel paper, documents, instruments, general intangibles, real 
estate, equipment, inventory, goods and Intellectual Property.

                  "Associate" means, with respect to any Person, any 
corporation or other business organization of which such Person is an officer 
or partner or is the beneficial owner, directly or indirectly, of twenty 
percent (20%) or more of any class of voting ownership interests, any trust 
or estate in which such Person has a substantial beneficial interest or as to 
which such Person serves as a trustee or in a similar capacity and any 
relative or spouse of such Person, or any relative of such spouse, who has 
the same home as such Person.

                  "Books and Records" means all files, documents, 
instruments, papers, books and records relating to the Business or Condition 
of such party, including financial statements, internal reports, Tax Returns 
and related work papers and letters from accountants, budgets, pricing 
guidelines, ledgers, journals, deeds, title policies, minute books, stock 
certificates and books, stock transfer ledgers, Contracts, Licenses, customer 
lists, computer files and programs (including data processing files and 
records), retrieval programs, operating data and plans and environmental 
studies and plans.

                  "Business Combination" means, with respect to any Person, 
(i) any merger, consolidation or other business combination to which such 
Person is a party, (ii) any sale, dividend, split or other disposition or any 
capital stock or other equity interests of such Person, (iii) any tender 
offer (including a self tender), exchange offer, recapitalization, 
restructuring, liquidation, dissolution or similar or extraordinary 
transaction, (iv) any sale, dividend or other disposition of all or a 
material portion of the Assets and Properties of such Person, or (v) the 

                                       47


entering into of any agreement or understanding, the granting of any rights 
or options, or the acquiescence of such Person, with respect to any of the 
foregoing.

                  "Business Day" means a day other than Saturday, Sunday or 
any day on which banks located in the State of California are authorized or 
obligated to close.

                  "Business or Condition" means, with respect to Parent, the 
business, condition (financial or otherwise), results of operations or Assets 
and Properties of Parent and each of its Subsidiaries, taking Parent together 
with such Subsidiaries as a whole, and, with respect to Target, the business 
(including the VirtualModem Business), condition (financial or otherwise), 
results of operations or Assets and Properties of Target and Target 
Subsidiary, taking Target together with Target Subsidiary as a whole.

                  "California Code" means the California Corporations Code 
and all amendments and additions thereto.

                  "California Permit" has the meaning ascribed to it in 
SECTION 1.8.

                  "Closing" means the closing of the transactions 
contemplated by SECTION 1.2.

                  "Closing Date" has the meaning ascribed to it in SECTION 
1.2.

                  "COBRA" means the Consolidated Omnibus Budget 
Reconciliation Act of 1986, as amended.

                  "Confidentiality Agreement" has the meaning ascribed to it 
in SECTION 4.4.

                  "Contract" means any material contract, including:

                           (a)  any distributor, sales, advertising, agency 
or manufacturer's  representative contract;

                           (b)  any continuing contract for the purchase of 
materials,  supplies,  equipment or services involving in the case of any 
such contact more than two hundred thousand dollars ($200,000) over the life 
of the contract;

                           (c)  any trust indenture, mortgage, promissory 
note, loan agreement or other contract for the borrowing of money, any 
currency exchange, commodities or other hedging arrangement or any leasing 
transaction of the type required to be capitalized in accordance with 
generally accepted accounting principles;

                           (d)  any contract for unexpended capital 
expenditures in excess of two hundred thousand dollars ($200,000) in the 
aggregate;

                           (e)  any contract limiting the freedom of such 
party to engage in any line of business or to compete with any other Person 
as that term is defined in the Exchange Act, as defined herein, or any 
confidentiality, secrecy or non-disclosure contract;

                                       48


                           (f)  any contract pursuant to which such party is 
a lessor of any machinery, equipment, motor vehicles, office furniture, 
fixtures or other personal property;

                           (g)  any contract with any person with whom such 
party does not deal at arm's length; or

                           (h)  any agreement of guarantee, support, 
indemnification, assumption or endorsement of, or any similar commitment with 
respect to, the obligations, liabilities (whether accrued, absolute, 
contingent or otherwise) or indebtedness of any other Person.

                  "DLLCA" means the Limited Liability Company Act of the 
State of Delaware.

                  "Delaware Certificate of Merger" has the meaning set forth 
in SECTION 1.2.

                  "Effective Time" has the meaning ascribed to it in SECTION 
1.2.

                  "Environment" means air, surface water, ground water, or 
land, including land surface or subsurface, and any receptors such as 
persons, wildlife, fish, biota or other natural resources.

                  "Environmental Clean-up Site" means any location which is 
listed or proposed for listing on the National Priorities List, the 
Comprehensive Environmental Response, Compensation and Liability Information 
System, or on any similar state list of sites relating to investigation or 
cleanup, or which is the subject of any pending or threatened action, suit, 
proceeding, or investigation related to or arising from any location at which 
there has been a Release or threatened or suspected Release of a Hazardous 
Material.

                  "Environmental Law" means any federal, state, local or 
foreign environmental, health and safety or other Law relating to of 
Hazardous Materials, including the Comprehensive, Environmental Response 
Compensation and Liability Act, the Clean Air Act, the Federal Water 
Pollution Control Act, the Solid Waste Disposal Act, the Federal Insecticide, 
Fungicide and Rodenticide Act, and the California Safe Drinking Water and 
Toxic Enforcement Act.

                  "Environmental Permit" means any permit, license, approval, 
consent or authorization required under or in connection with any 
Environmental Law and includes without limitation any and all orders, consent 
orders or binding agreements issued or entered into by a Governmental or 
Regulatory Authority.

                  "ERISA" means the Employee Retirement Income Security Act 
of 1974, as amended, and the rules and regulations promulgated thereunder.

                  "ERISA Affiliate" means each person (as defined in section 
3(9) of ERISA) that, together with Target, would be treated as a single 
employer under section 4001(b) of ERISA or that would be deemed to be a 
member of the same "controlled group" within the meaning of section 414(b) or 
(c) of the Internal Revenue Code.

                  "Exchange Act" means the Securities Exchange Act of 1934, 
as amended, and the rules and regulations of the SEC thereunder.

                                       49


                  "Exchange Ratio" means the quotient obtained by dividing 
(x) the Maximum Share Number (without regard to any adjustment thereof) by 
(y) the aggregate number of Target Units that are outstanding immediately 
prior to the Effective Time.

                  "Expiration Date" shall mean the date 180 days after the 
Effective Date.

                  "Financial Statement Date" means November 30, 1999.

                  "GAAP" means generally accepted accounting principles in 
the United States, as in effect from time to time.

                  "Governmental or Regulatory Authority" means any court, 
tribunal, arbitrator, authority, agency, bureau, board, commission, 
department, official or other instrumentality of the United States, any 
foreign country or any domestic or foreign state, county, city or other 
political subdivision, and shall include any stock exchange, quotation 
service and the National Association of Securities Dealers.

                  "Hazardous Material" means (a) any chemical, material, 
substance or waste including, containing or constituting petroleum or 
petroleum products, solvents (including chlorinated solvents), nuclear or 
radioactive materials, asbestos in any form that is or could become friable, 
radon, lead-based paint, urea formaldehyde foam insulation or polychlorinated 
biphenyls, (b) any chemicals, materials, substances or wastes which are now 
defined as or included in the definition of "hazardous substances," 
"hazardous wastes," "hazardous materials," "extremely hazardous wastes," 
"restricted hazardous wastes," "toxic substances," "toxic pollutants" or 
words of similar import under any Environmental Law; or (c) any other 
chemical, material, substance or waste which is regulated by any Governmental 
or Regulatory Authority or which could constitute a nuisance.

                  "HSR Act" means the Hart-Scott-Rodino Antitrust 
Improvements Act of 1976, as amended, and the regulations promulgated 
thereunder.

                  "Indebtedness" of any Person means all obligations of such 
Person (a) for borrowed money, (b) evidenced by notes, bonds, debentures or 
similar instruments, (c) for the deferred purchase price of goods or services 
(other than trade payables or accruals incurred in the ordinary course of 
business), (d) under capital leases and (e) in the nature of guarantees of 
the obligations described in clauses (a) through (d) above of any other 
Person.

                  "Information Statement" has the meaning ascribed to it in 
SECTION 2.25.

                  "Intellectual Property" means all trademarks and trademark 
rights, trade names and trade name rights, service marks and service mark 
rights, service names and service name rights, patents and patent rights, 
utility models and utility model rights, copyrights, moral rights, mask work 
rights, brand names, trade dress, product designs, product packaging, 
business and product names, logos, slogans, rights of publicity, trade 
secrets, inventions (whether patentable or not), invention disclosures, 
improvements, processes, formulae, industrial models, processes, designs, 
specifications, technology, methodologies, computer software (including all 
source code and object code), firmware, development tools, flow charts, 
annotations, all Web addresses, sites and domain names, all data bases and 
data collections and all rights therein, any other 

                                       50


confidential and proprietary right or information, whether or not subject to 
statutory registration, and all related technical information, manufacturing, 
engineering and technical drawings, know-how and all pending applications for 
and registrations of patents, utility models, trademarks, service marks and 
copyrights, and the right to sue for past infringement, if any, in connection 
with any of the foregoing, and all documents, disks, records, files and other 
media on which any of the foregoing is stored.

                  "Internal Revenue Code" means the Internal Revenue Code of 
1986, as amended, and the rules and regulations promulgated thereunder.

                  "Investment Assets" means all debentures, notes and other 
evidences of Indebtedness, stocks, securities (including rights to purchase 
and securities convertible into or exchangeable for other securities), 
interests in joint ventures and general and limited partnerships, mortgage 
loans and other investment or portfolio assets owned of record or 
beneficially by Target or Target Subsidiary.

                  "IRS" means the United States Internal Revenue Service or 
any successor entity.

                  "Law" or "Laws" means any law, statute, order, decree, 
consent decree, judgment, rule, regulation, ordinance or other pronouncement 
having the effect of law whether in the United States, any foreign country, 
or any domestic or foreign state, county, city or other political subdivision 
or of any Governmental or Regulatory Authority.

                  "Liabilities" means all Indebtedness, obligations and other 
liabilities of a Person, whether absolute, accrued, contingent (or based upon 
any contingency), known or unknown, fixed or otherwise, or whether due or to 
become due.

                  "License" means any Contract that grants a Person the right 
to use or otherwise enjoy the benefits of any Intellectual Property 
(including any covenants not to sue with respect to any Intellectual 
Property).

                  "Liens" means any mortgage, pledge, assessment, security 
interest, lease, lien, easement, license, covenant, condition, restriction, 
adverse claim, levy, charge, option, equity, adverse claim or restriction or 
other encumbrance of any kind, or any conditional sale Contract, title 
retention Contract or other Contract to give any of the foregoing, except for 
any restrictions on transfer generally arising under any applicable federal 
or state securities law.

                  "Loss(es)" means any and all damages, payments, fines, 
fees, Taxes, penalties, deficiencies, losses (including lost profits or 
diminution in value), expenses, reasonable expenses of investigation, court 
costs, reasonable fees and expenses of attorneys, accountants and other 
experts or other expenses of litigation or other proceedings or of any claim, 
default or assessment (such fees and expenses to include all fees and 
expenses, including fees and expenses of attorneys).

                  "Material Adverse Effect" when used with reference to any 
entity or group of related entities, means any event, change or effect that 
is (or will with the passage of time be) materially adverse to the condition 
(financial or otherwise), properties, assets, liabilities, business, 
operations or results of operations of such entity and its subsidiaries, 
taken as a whole.

                                       51


                  "Maximum Share Number" means 886,000 shares of Parent 
Common Stock, PROVIDED, HOWEVER, that if the parties are unable to obtain the 
California Permit for whatever reason, the Maximum Share Number shall be 
reduced to 821,536 shares of Parent Common Stock.

                  "Merger" has the meaning ascribed to it in the recitals to 
this Agreement.

                  "NASD" means the National Association of Securities 
Dealers, Inc.

                  "NNM" means the distinct tier of The Nasdaq Stock Market 
referred to as the Nasdaq National Market.

                  "Order" means any writ, judgment, decree, injunction or 
similar order of any Governmental or Regulatory Authority (in each such case 
whether preliminary or final).

                  "Parent Affiliate" has the meaning ascribed to it in 
SECTION 5.11.

                  "Parent Common Stock" has the meaning ascribed to it in the 
recitals of this Agreement.

                  "Parent Financial Statements" has the meaning ascribed to 
it in SECTION 3.3.

                  "PBGC" means the Pension Benefit Guaranty Corporation 
established under ERISA.

                  "Permit" means any license, permit, franchise or 
authorization.

                  "Person" means any natural person, corporation, general 
partnership, limited partnership, limited liability Target or partnership, 
proprietorship, other business organization, trust, union, association or 
Governmental or Regulatory Authority.

                  "Preferred Content Provider Agreement" means the Contract 
to be entered into on the Closing Date by and between Other Assets Company 
and Parent, substantially in the form of EXHIBIT A-3 attached hereto, whereby 
Other Assets Company shall be a preferred content provider of Parent.

                  "Programming Services Agreement" means the Contract between 
Other Assets Company and Target, substantially in the form of EXHIBIT A-1 
attached hereto, whereby Target will continue development of the Server IPG 
application (as defined therein).

                  "PTO" means the United States Patent and Trademark Office.

                  "Registered Intellectual Property" shall mean all United 
States, international and foreign: (i) patents, patent applications 
(including provisional applications); (ii) registered trademarks and 
servicemarks, applications to register trademarks and servicemarks, 
intent-to-use applications, other registrations or applications to trademarks 
or servicemarks, or trademarks or servicemarks in which common law rights are 
owned or otherwise controlled; (iii) registered copyrights and applications 
for copyright registration; (iv) any mask work registrations and 

                                       52


applications to register mask works; and (v) any other Intellectual Property 
that is the subject of an application, certificate, filing, registration or 
other document issued by, filed with, or recorded by, any state, government 
or other public legal authority.

                  "Related Party" has the meaning subscribed to it in SECTION 
2.2.

                  "Registration Rights Agreement" means the Contract among 
Parent and the holders of Target Units, substantially in the form of EXHIBIT 
A-4 attached hereto, whereby Parent grants such holders one demand 
registration right which can be exercised by such holders only during a 
certain period and only in certain events.

                  "Release" means any spilling, leaking, pumping, pouring, 
emitting, emptying, discharging, injecting, escaping, leaching, dumping or 
disposing of a Hazardous Material into the Environment.

                  "SEC" means the Securities and Exchange Commission or any 
successor entity.

                  "SEC Documents" means, with respect to any Person, each 
report, schedule, form, statement or other document filed with the SEC by 
such Person pursuant to Section 13(a) and 15(d) of the Exchange Act and all 
final and effective registration statements and prospectuses filed by such 
Person with the SEC pursuant to the Securities Act.

                  "Securities Act" means the Securities Act of 1933, as 
amended, and the rules and regulations promulgated thereunder.

                  "Site" means any of the real properties currently or 
previously owned, leased, occupied, used or operated by Target or Target 
Subsidiary, any predecessors of Target or Target Subsidiary, or any entities 
previously owned by Target or Target Subsidiary, including all soil, subsoil, 
surface waters and groundwater.

                  "Source Media Bondholders" means the holders of Source 
Media's 12% Senior Secured Notes due 2004.

                  "Subsidiary" means, in addition to Target Subsidiary, any 
Person in which Target or Parent, as the context requires, directly or 
indirectly through Subsidiaries or otherwise, beneficially owns at least 50% 
of either the equity interest in, or the voting control of, such Person, 
whether or not existing on the date hereof.

                  "Surviving Company" has the meaning ascribed to it in 
SECTION 1.1.

                  "Target" has the meaning ascribed to it in the forepart of 
this Agreement.

                  "Target Affiliates" has the meaning ascribed to it in 
SECTION 5.10.

                  "Target Financials" means the unaudited consolidated 
balance sheets of Target and Target Subsidiary as of November 30, 1999 and 
the related audited consolidated statements of operations, stockholders' 
equity and cash flows for the fiscal year then ended, including the notes 
thereto.

                                       53


                  "Target 401(k) Plan" means Target's 401(k) Plan.

                  "Target Intellectual Property" shall mean any Intellectual 
Property that is (i) owned by; (ii) licensed to; or (iii) was developed or 
created by or for Target or Target Subsidiary, that is used in or necessary 
for the conduct of the present or anticipated business of Target or Target 
Subsidiary.

                  "Target LLC Agreement" has the meaning ascribed to it in 
the recitals of this Agreement.

                  "Target Management Committee" has the meaning ascribed to 
it in the recitals of this Agreement.

                  "Target Registered Intellectual Property" means all 
Registered Intellectual Property owned by, or filed in the name of, Target or 
Target Subsidiary.

                  "Target Subsidiary" means Source Media Canada, Inc.

                  "Target Units" has the meaning ascribed to it in the 
recitals.

                  "Tax" or "Taxes" has the meaning ascribed to it in Section 
2.10(h).

                  "Tax Returns" means any return, statement, report, 
declaration, information return, schedule, certificate, statement or other 
document (including any related or supporting information) filed or required 
to be filed a Taxing Authority.

                  "Taxing Authority" means any governmental agency, board, 
bureau, body, department or authority of any United States federal, state or 
local jurisdiction or any foreign jurisdiction, having jurisdiction with 
respect to any Tax.

                  "Third Party Expenses" has the meaning ascribed to it in 
SECTION 5.5.

                  "VirtualModem Business" means Target's business relating to 
the VirtualModem Products and associated businesses as it currently is 
conducted or proposed to be conducted

                  "VirtualModem Products" means the server-based software 
platform that is designed to enable cable and satellite signal transmitted 
television viewers, among others, to enjoy interactive connectivity using a 
VirtualModem enabled digital set top box, allowing viewers to browse the 
Internet, send and receive email, facilitate e-commerce and access a wide 
variety of interactive television applications.

                  "VirtualModem License Agreement" means the License between 
Target and Insight Communications, substantially in the form of EXHIBIT A-2 
attached hereto, whereby Insight Communications will obtain a license to 
Target's Intellectual Property for certain purposes.

                           (i)      Unless the context of this Agreement 
otherwise requires, (i) words of any gender include each other gender, (ii) 
words using the singular or plural number also 

                                       54


include the plural or singular number, respectively, (iii) the terms 
"hereof," "herein," "hereby" and derivative or similar words refer to this 
entire Agreement as a whole and not to any particular Article, Section or 
other subdivision, (iv) the terms "Article" or "Section" or other subdivision 
refer to the specified Article, Section or other subdivision of the body of 
this Agreement, (v) the phrases "ordinary course of business" and "ordinary 
course of business consistent with past practice" refer to the business and 
practice of Target, (vi) the words "include," "includes" and "including" 
shall be deemed to be followed by the phrase "without limitation," and (vii) 
when a reference is made in this Agreement to Exhibits, such reference shall 
be to an Exhibit to this Agreement unless otherwise indicated. All accounting 
terms used herein and not expressly defined herein shall have the meanings 
given to them under GAAP. The term "party" or "parties" when used herein 
refer to Parent, on the one hand, and Target, on the other.

                           (j) When used herein, the phrase "to the knowledge 
of" any Person, "to the best knowledge of" any Person, "known to" any Person 
or any similar phrase, means (i) with respect to any Person who is an 
individual, the actual knowledge of such Person, and (ii) with respect to any 
other Person, the actual knowledge of the directors and officers of such 
Person and other individuals that have a similar position or have similar 
powers and duties as the officers and directors of such Person.

                            [SIGNATURE PAGE FOLLOWS]

























                                       55


                  IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to be signed by their duly authorized representatives, all as of 
the date first written above.


LIBERATE TECHNOLOGIES                       SOURCESUITE LLC


By:                                         By:                               
   ----------------------------------          ------------------------------
Name:                                       Name:
     --------------------------------            ----------------------------
Title:                                      Title:                            
      -------------------------------             ---------------------------





SOURCE MEDIA, INC                           INSIGHT INTERACTIVE, LLC


By:                                         By:                               
   ----------------------------------          ------------------------------
Name:                                       Name:
     --------------------------------            ----------------------------
Title:                                      Title:                            
      -------------------------------             ---------------------------





INSIGHT COMMUNICATIONS COMPANY, INC.


By:                                         By:                               
   ----------------------------------          ------------------------------
Name:                                       Name:
     --------------------------------            ----------------------------
Title:                                      Title:                            
      -------------------------------             ---------------------------





TO BE ENTERED INTO BEFORE CLOSING BY:


LIBERATE ACQUISITION CO.                    SOURCESUITE ACQUISITION LLC


By:                                         By:                               
   ----------------------------------          ------------------------------
Name:                                       Name:
     --------------------------------            ----------------------------
Title:                                      Title:                            
      -------------------------------             ---------------------------