Assets Purchase Agreement - Medscape Inc. and SCP Communications Inc.

            ASSETS PURCHASE AGREEMENT, dated as of April 1, 1996 (this
"Agreement"), by and between

                  (1) MEDSCAPE, INC., a New York corporation ("Purchaser"); and

                  (2) SCP COMMUNICATIONS, INC., a Delaware corporation
            ("Seller").

                              W I T N E S S E T H :

            WHEREAS, Seller has commenced a business known as "Medscape" as an
on-line medical information site on the World Wide Web;

            WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires
to purchase from Seller, certain of the business assets of the Seller utilized
in the Medscape business (the "Business"), together with the goodwill associated
with the Business, as are identified to be purchased by Purchaser under this
Agreement (collectively, the "Purchased Assets" ), upon the terms and subject to
the conditions set forth in this Agreement;

            NOW, THEREFORE, in consideration of the mutual benefits to be
derived and the representations and warranties, conditions and promises herein
contained, and intending to be legally bound hereby, Seller and Purchaser hereby
agree as follows:

                                    ARTICLE I

                                     GENERAL

            1.01. Purchased Assets. (a) As of the date hereof, Seller shall
convey, sell, transfer, assign and deliver unto Purchaser, and its successors
and assigns forever, the Purchased Assets as set on Exhibit 1.01 hereof,
together with the goodwill associated with the Business and all other intangible
assets which derive from the Business together with copies of all files, books
and records relating to the Purchased Assets.

                  (b) From and after the date hereof, Seller shall give to
Purchaser and its representatives free and unrestricted access to the books,
files and records of Seller relating to the Business. Prior to destroying or
disposing of such books, files and records, Seller shall give 30-days notice to
Purchaser of the intended destruction or disposition, and Purchaser shall have
the right to take possession of the same or to make copies of the same at its
expense.

            1.02. Excluded Assets. The Purchased Assets shall not include any
right, title, interest and claims of Seller in, to or under any of the following
assets: cash and cash equivalents; tax returns; articles of incorporation and
by-laws of Seller; corporate minutes; seals and stock books of Seller; bank
deposits or accounts of Seller; refunds or claims for refunds of taxes payable
by Seller; and any other assets tangible or intangible, which do not relate to
the Business.


                                                                               2


            1.03. Leased Assets. Seller hereby leases to Purchaser for a term of
one (1) year the equipment identified on Exhibit 1.03 hereto for the annual
rental set forth on such Exhibit and on such other terms and conditions as the
parties may mutually agree.

            1.04. No Liabilities Assumed by Purchaser. Purchaser shall not
assume any liabilities, payments or obligations of Seller (absolute, contingent
or otherwise) arising out of the Business, the ownership or operation of any of
the Purchased Assets, or the consummation of the transactions under this
Agreement or otherwise.

            1.05. Purchase Price. (a) The purchase price (the "Purchase Price")
for the Purchased Assets shall be $50,000, payable to Seller in cash and the
assumption of the lease obligations set forth in section 1.03.

                  (b) The Purchase Price shall be allocated among each item or
class of the Purchased Assets for all tax purposes in accordance with the
allocation schedule attached hereto as Exhibit 1.05. The parties agree that they
will prepare and file their respective federal and any state or local income tax
returns, and any sales tax returns or other filings, based on such allocation of
the Purchase Price, and shall not take a position in any tax proceeding, tax
audit or otherwise inconsistent with such allocation.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

            2.01. Representations and Warranties of Seller. Seller represents
and warrants to Purchaser as follows, and acknowledges and confirms that
Purchaser is relying upon such representations and warranties in connection with
the execution, delivery and performance of this Agreement:

                  (a) Organization and Good Standing. Seller is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware.

                  (b) Consents, Authorizations, Binding Effect, Etc. Seller may
execute, deliver and perform this Agreement without the necessity of any
consent, approval, authorization or waiver or giving any notice or otherwise
(including without limitation any consent of or notice to any other stockholder
of Seller), except for such consents, approvals, authorizations, waivers and
notices which have been obtained and are unconditional and remain in full force
and effect and such notices which have been given. This Agreement has been duly
authorized, executed and delivered by Seller and this Agreement constitutes the
legal, valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms. The execution, delivery and performance of this
Agreement by Seller will not (1) constitute a violation of the certificate of
information or the


                                                                               3


by-laws of Seller, as amended and in effect on the date hereof (2) conflict
with, result in the breach of or constitute a default under any contract, lease,
agreement, license, commitment or order of, or binding upon, Seller, (3)
constitute a violation of any statute, judgment, order, decree or regulation or
rule of any court, governmental authority or arbitrator applicable or relating
to Seller or the Purchased Assets, or (4) result in the creation of any lien
upon any of the Purchased Assets pursuant to the provisions of any of the
foregoing. Each tangible and intangible Purchased Asset owned or used by Seller
immediately prior hereto will be owned or available for use by Purchaser
immediately subsequent to the Closing hereunder on the same basis as the Seller
used such asset or right.

                  (c) Insurance. Exhibit 2.01(c) hereto contains a list of all
policies of insurance maintained by Seller with respect to the Business in
effect on the date hereof and generally describing the coverage thereby. There
are no claims pending, or to the best knowledge of Seller, threatened under said
policies or disputes with underwriters, and all premiums due and payable have
been paid and all such policies are in full force and effect in accordance with
their respective terms. In addition, Seller has no reason to believe that any
circumstance exists which could give rise to a claim under Seller's errors and
omissions or other policies.

                  (d) Litigation and Compliance. There are no actions, suits,
claims or proceedings, whether in equity or at law, pending or threatened, and
to the best knowledge of Seller, there are no governmental or administrative
investigations pending or threatened, against Seller with respect to the
Business.

                  To the best of its knowledge, Seller is in, and has conducted
its operations in, material compliance with, and is not in material default or
violation under, and has not conducted its operations in material violation of,
any law, rule, regulation, decree or order (including without limitation
environmental, safety and health matters and matters relating to the employment
of labor, employee civil rights, and equal employment opportunities) applicable
to Seller and the Business.

                  To the best of its knowledge, Seller has duly filed all
reports and returns required to be filed by it with governmental authorities and
has obtained all governmental permits and licenses and other governmental
consents which are required in connection with the operation of the Business by
Seller.

                  (e) Intellectual Property. To the best of its knowledge,
Seller owns or has the right to use pursuant to written license, sublicense,
agreement or permission all intellectual property necessary for the operation of
the Business as presently conducted. As used in this Agreement, intellectual
property means and includes (a) patents, patent applications, patent disclosures
and improvements thereto; (b) trademarks, service marks, trade dress, logos,
trade names and corporate names (including without limitation all brand names
and trade style), and registrations and applications for registration thereof
and all rights related thereto, including all good will; (c) copyrights and
registrations and applications for registration thereof; (d) computer software,
data and documentation; (e) trade secrets and confidential business information
(including ideas, know-how, 


                                                                               4


inventions, drawings, specifications, manuals, designs, plans, proposals,
technical data, copyrightable works, financial, marketing and business data,
pricing and cost information, business and marketing plans and customer and
supplier lists and information and all other proprietary information); and (f)
license agreements or other rights related to the foregoing and any rights or
causes of action resulting from any infringement or violation of any of the
foregoing.

                  Seller is not aware of any basis for any claim by any third
party that Seller's operation of the Business infringes the patents, trademarks,
copyrights, trade secrets or other intellectual property rights of any third
party. Seller has made no claims that a third party has violated or infringed
any of Seller's patents, trademarks, copyrights, trade secrets or other
proprietary rights.

                  Exhibit 1.01 sets forth all patents and patent applications,
trademarks, service marks, trade names and registrations and applications for
registrations, copyright registrations and license agreements or other rights
related to the foregoing and any rights or causes of action resulting from any
infringement or violation of any of the foregoing. Except as disclosed on
Exhibit 1.01 Seller has not made any registration or application with respect to
any of the intellectual property transferred to Purchaser hereunder. All of
patents, trademark and service mark registrations, and copyright registrations
listed in Exhibit 1.01 are in full force, are held of record in Seller's name
free and clear of all liens and encumbrances, and are not the subject of any
cancellation or reexamination proceeding or any other proceeding challenging
their extent or validity. Seller is the applicant of record in all patent
applications, and applications for trademark, service mark, and copyright
registration listed in Exhibit 1.01, and no opposition, extension of time to
oppose, interference, rejection, or refusal to register has been received in
connection with any such application. No order, holding, decision or judgment
has been rendered by any governmental authority, and no agreement, consent or
stipulation exists, which would limit Seller's use of any intellectual property
included in the Purchased Assets.

                  Exhibit 1.01 also identifies each material item of
intellectual property that any third party owns and that Seller uses pursuant to
license, sublicense, agreement or permission. Seller has made available to
representatives of Purchaser correct and complete copies of all such licenses,
sublicenses, agreements and permissions (as amended to date). With respect to
each such item of intellectual property, the license, sublicense, agreement or
permission covering the item is legal, valid, binding, enforceable and in full
force and effect and will continue to be legal, valid, binding, enforceable and
in full force and effect following the consummation of the transactions
contemplated by this Agreement.

                  (f) Employees. Exhibit 2.01(f) lists the employees of the
Business. Seller is not a party to nor bound by any collective bargaining
agreement.

                  (g) Pension and Other Employee Plans and Agreements. Exhibit
2.01(g) hereto sets forth all of the pension plans, deferred compensation plans,
other employee 


                                                                               5


benefit plans, employee agreements and severance arrangements relating to the
Business, and Seller has delivered to Purchaser true and complete copies of all
of the foregoing, as amended and in effect on the date hereof. Except as
identified on Exhibit 2.01(g) hereto, none of such plans or agreements
constitutes a pension plan as defined in Section 3 (2) of the Employee
Retirement Income Security Act of 1974 as amended.

                  (h) Contracts, Etc. All contracts, leases, instruments,
licenses, commitments, orders and other agreements relating to the Business to
which Seller is party or by which Seller is bound or which relate to the
Purchased Assets are listed on Exhibit 2.01(h) hereto. Each of such agreements
remain in full force and effect, and, to the best of Seller's knowledge, there
are no existing defaults by Seller under any of such agreements.

            2.02. Representations and Warranties of Purchaser. Purchaser
represents and warrants to Seller as follows, and acknowledges and confirms that
Seller is relying upon such representations and warranties in connection with
the execution, delivery and performance of this Agreement:

                  (a) Organization and Good Standing. Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of New York.

                  (b) Consents, Authorizations, Binding Effect, Etc. Purchaser
may execute, deliver and perform this Agreement without the necessity of any
consent, approval, authorization or waiver or giving any notice or otherwise
(including without limitation any consent of or notice to any other stockholder
of Purchaser), except for such consents, approvals, authorizations, waivers and
notices which have been obtained and are unconditional and remain in full force
and effect and such notices which have been given. This Agreement has been duly
authorized, executed and delivered by Purchaser and this Agreement constitutes
legal, valid and binding obligation of Purchaser, enforceable against Purchaser
in accordance with its terms. The execution, delivery and performance of this
Agreement by Purchaser will not (1) constitute a violation of the certificate of
incorporation or the by-laws of Purchaser, as amended and in effect on the date
hereof (2) conflict with, result in the breach of or constitute a default under
any contract, lease, agreement, license, commitment or order of, or binding
upon, Purchaser, or (3) constitute a violation of any statute, judgment, order,
decree or regulation or rule of any court, governmental authority or arbitrator
applicable or relating to Purchaser.

                                   ARTICLE III

                                     CLOSING

            Deliveries at the Closing. Simultaneously with the execution of this
Agreement, (i) Seller shall execute, acknowledge (if appropriate) and deliver to
Purchaser (x) the Bill of Sale and 


                                                                               6


(y) such other instruments of sale, transfer, conveyance and assignment as
Purchaser reasonably may request, in each case sufficient to convey, transfer
and deliver to Purchaser good and marketable title to all the Purchased Assets;
(ii) Purchaser shall execute, acknowledge (if appropriate) and deliver to Seller
such instruments of assumption as Seller reasonably may request; and (iii)
Purchaser shall deliver the cash Purchase Price.

                                   ARTICLE IV

                                  MISCELLANEOUS

            4.01. Further Actions. From time to time, as and when requested by
Purchaser or Seller, Seller (if requested by Purchaser) , and Purchaser (if
requested by Seller) , shall execute and deliver, or cause to be executed and
delivered, such documents and instruments and shall take, or cause to be taken,
such further or other actions as may be deemed necessary or desirable to carry
out the intent and purposes of this Agreement, to convey, transfer, assign and
deliver to Purchaser, and its successors and assigns, the Purchased Assets (or
to evidence any of the foregoing) and to consummate and give effect to the other
transactions, covenants and agreements contemplated hereby.

            4.02. Broker's Fees. Seller and Purchaser represent and warrant to
the other that each has no obligation or liability to any broker or finder by
reason of the transactions which are the subject of this Agreement.

            4.03. Expenses. Except as otherwise specifically provided herein,
Seller and Purchaser shall each bear its own costs and expenses in connection
with the negotiation, execution and the delivery of this Agreement and the
consummation of the transactions hereunder. Seller shall pay all sales taxes and
any other transfer fees and taxes arising out of the transactions contemplated
by this Agreement.

            4.04. Entire Agreement. This Agreement, which includes Exhibits
hereto and the other documents, agreements and instruments executed and
delivered pursuant to or in connection with this Agreement, contains the entire
agreement among the parties hereto with respect to the transactions contemplated
by this Agreement and supersedes all prior arrangements or understandings with
respect thereto.

            4.05. Descriptive Headings. The headings of this Agreement are
descriptive and are for convenience only and shall not control or affect the
meaning or construction of any provision of this Agreement.

            4.06. Notices. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient if sent by
registered or certified mail (receipt requested), 


                                                                               7


facsimile transmission (with receipt confirmed), or receipted courier or
delivery service, addressed as follows, and shall be deemed given when received
at the office indicated below:

            If to Seller:     SCP Communications, Inc.
                              134 West 29th Street
                              New York, New York 10001

                              Attention: Donald Edwards
                              Chief Financial Officer

            If to Purchaser:  Medscape, Inc.
                              134 West 29th Street
                              New York, New York 10001

                              Attention: Peter Frishauf
                              Chief Executive Officer

Any party may by notice change the address to which notice or other
communications to it are to directed.

            4.07. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York (other than the
choice of law principles thereof).

                  Any action, suit or other proceeding initiated by a Seller or
Purchaser against the other under or in connection with, this Agreement may be
brought only in any Federal or state court in the State of New York, as the
party bringing such action, suit or proceeding shall elect, having jurisdiction
over the subject matter thereof. Seller and Purchaser hereby submit themselves
to the jurisdiction of any such court, and agree to refrain from initiating or
maintaining any legal proceeding in any other forum or jurisdiction. Seller and
Purchaser further agree to waive any right to trial by jury in connection with
any such proceeding, or any claim in connection therewith.

            4.08. Survival of Representations and Warranties. All
representations and warranties contained herein or made pursuant hereto shall
survive the closing of the transactions hereunder and the delivery of the Bill
of Sale for a period of eighteen months after the closing.

            4.09. Waivers and Amendments. Any waiver of any term or condition of
this Agreement, or any amendment or supplementation of this Agreement, shall be
effective only if in writing. A waiver of any breach or failure to enforce any
of the terms or conditions of this Agreement shall not in any way affect, limit
or waive a party's rights hereunder at any time to enforce strict compliance
thereafter with every term or condition of this Agreement.


                                                                               8


            4.10. Third Party Rights. Notwithstanding any other provision of
this Agreement, this Agreement shall not create benefits on behalf of any third
party or other person, and this Agreement shall be effective only as between the
parties hereto, their successors and permitted assigns.

            4.11. Illegalities. In the event that any provision contained in
this Agreement shall be determined to be invalid, illegal or unenforceable in
any respect for any reason, the validity, legality and enforceability of any
such provision in every other respect and the remaining provisions of this
Agreement shall not, at the election of the party for whose benefit the
provision exists, be in any way impaired.


                                                                               9


            IN WITNESS WHEREOF, the undersigned have executed this Agreement on
and as of the date first above written.


                                             SCP COMMUNICATIONS, INC.

                                             By: /s/ Donald Edwards
                                                 ------------------------------
                                                 Name:  Donald Edwards
                                                 Title: Chief Financial Officer


                                             MEDSCAPE, INC.

                                             By: /s/ Peter Frishauf
                                                 ------------------------------
                                                 Name:  Peter Frishauf
                                                 Title: Chief Executive Officer


                            Assets Purchase Agreement
                         Exhibit 1.01 - Purchased Assets

Trademark:        MED SCAPE

Trademark:        MED SCAPE THE ONLINE RESOURCE FOR BETTER PATIENT CARE

Trademark:        BannerLink

Trademark:        PicTour

Trademark:        Internet Medical Marketing

Trademark:        Publishers' Circle


                            Assets Purchase Agreement
                          Exhibit 1.05 - Purchase Price



                                                            Purchase
                                                              Price
                                                            --------
                                                              
Trademark:  MED SCAPE                                       $ 25,000

Trademark:  MEDSCAPE THE ONLINE
            RESOURCE FOR BETTER
            PATIENT CARE                                    $  5,000

Trademark:  BannerLink                                      $  5,000

Trademark:  PicTour                                         $  5,000

Trademark:  Internet Medical Marketing                      $  5,000

Trademark:  Publishers' Circle                              $  5,000
                                                            --------
                                 Total:                     $ 50,000
                                                            --------



                            Assets Purchase Agreement
                          Exhibit 1.03 - Leased Assets

       Computer Equipment leased for a one year term for $2,000 per month



     Vendor           Date    #                      Item
                          
CDW Incorporated    3/11/96   1    ATI Exclaim 2MB #55979-Medscape Web Server
CDW Incorporated    3/27/96   1    Apple PB 5300s (16/750) CDW#05796
CDW Incorporated    3/27/96   1    Apple PB 5300cs (8/500) CDW#62904
CDW Incorporated    3/27/96   1    8MB RAM 5300cs CDW#61393
CDW Incorporated    3/27/96   1    Global Village PowerPort Platinum Pro
CDW Incorporated    3/27/96   1    Megahertz Cruise Card 28.8 PC Card #58075
CDW Incorporated    3/14/96   1    PPC7500/100 (16/500) #57205
CDW Incorporated    3/14/96   1    Sony 15SX #61888
CDW Incorporated    3/14/96   3    PPC7500/100 (16/500) #57205
CDW Incorporated    3/14/96   2    1GB Internal HD #65250
CDW Incorporated    3/14/96   4    Sony 15SX #61888
CDW Incorporated    3/14/96   1    HDI 30 to 50pin Cable #37966
CDW Incorporated    3/14/96   1    Quark Express #63937
CDW Incorporated    3/14/96   1    PPC 7500 (16/lGB/4CD)
CDW Incorporated    3/14/96   1    Norton Update #64414
CDW Incorporated    3/14/96   1    OmniPage Professional Upgrade
CDW Incorporated    2/19/96   1    16MB Chip for 5300 #58842
CDW Incorporated    2/16/96   1    Tripplit Smart 2000rm xl #63426
CDW Incorporated    2/16/96   1    TrippLite RT2 #49214
Farallon            2/12/96   1    Timbuktu Upgrade 10--pack
CDW Incorporated    2/22/96   1    Apple 7500/100 (16/1)
CDW Incorporated    2/22/96   2    16MB DIMMS #56182
CDW Incorporated    2/22/96   10   TDK Blank CD#
CDW Incorporated    2/22/96   1    Newer Technologies Microdock 63850
CDW Incorporated    1/9/96    2    Apple 7500/100 (16/lGB/CD)
CDW Incorporated    1/9/96    1    NEC MultiSync XV17
CDW Incorporated    1/9/96    2    16 DIMM for 7500/10
CDW Incorporated    1/5/96    1    Epson ES1200C Professional Scanner #44508
CDW Incorporated    12/18/95  1    Apple 5300 Active (16/750)
CDW Incorporated    12/18/95  1    Apple 7500/100 (16/1GB/CD)
CDW Incorporated    12/18/95  1    Apple Extended Keyboard II
CDW Incorporated    12/18/95  1    Apple 1705 Multiscan Monitor
CDW Incorporated    12/18/95  1    Global Village PowerPort Platinum Pro
Compu-D Intemation  7/18/95   2    Apple Powermac 6100/66/8/500



                                     Page 1




                          
Compu-D Intemation  7/18/95   4    16 MB Ram Upgrade
Compu-D Intemation  9/8/95    2    Apple Computer 7500/100 16/1 GIG CD
Apple Computer      4/28/95   2    M3350Z/ACable 15M TWST-PR-INT
Apple Computer      5/12/96   1    M2848G/A Quicktake 100 Travel Case-GE
Apple Computer      5/12/96   1    M379OLL/A Camera Mac Qtake 150-USA
Apple Computer      5/12/96   1    M2655 G/AQuicktake 100 Battery Booster
Apple Computer      4/28/96   4    M3089LL/A Monitor RGB 15 Multiple Scan
Apple Computer      4/28/96   1    M2471LL/A PTR 110V LW 16/600 PS-USA
Apple Computer      4/28/96   1    M3351Z/A Ethernet 10T/5 WRKGRP HUB-IN
Apple Computer      4/28/96   2    Local Talk, Conn Kit DIN-8-USA
Apple Computer      4/28/95   1    M2650G/A 500 Sht Feeder LW 16/600 PS-
Apple Computer      7/13/95   1    M2650G/A 500 Sht Feeder LW 16/600 PS-
Apple Computer      7/13/95   10   M0437Z/B Ethernet Twisted Pair Trans-
Apple Computer      7/13/95   1    M4423LL/A CPU PWR MAC 9500 16/2G/CD/13
Apple Computer      7/13/95   1    M1859Z/D At Ease 3.0-INT
Apple Computer      7/13/95   1    M2471LL/A PTR 110V LW 16/600 PS-USA
Apple Computer      7/13/95   1    M3298LL/A CRD Domestic Fax Card, LW 16/
Apple Computer      7/13/95   1    B2432LL/A BNDL CD600E W/SCSI SYS CBL-U
Apple Computer      8/10/95   10   M2473G/A Toner Cartridge LW-GEN
Apple Computer      8/10/95   4    M3503LL/A Apple SCSI Active Terminator
Apple Computer      9/8/95    2    M1814Z/A Sys Upgr Top Cov Pwrbk Duo D
Apple Computer      9/8/95    1    M3298LL/A CRD Domestic Fax Card, LW 16/
Apple Computer      9/8/95    7    M3102LL/A CPU PWR MAC 7500 16/1GB CD-U



                                     Page 2


                            Assets Purchase Agreement
                           Exhibit 2.01(c) - Insurance



            Type of Coverage                                    Coverage
--------------------------------------------------------------------------------
                                                                        
Commercial Business Package:

Contents Prop.  Lmt.                                     $             350,000
Deductible                                               $                 500
Valuation                                                          REPL
Business Interrupt                                       $              50,000
Extra Exp.                                                         INCL.
Transit Cov.                                             $              25,000
Prop. of Others on Premises                              $              25,000
Dies, Cuts, Molds, Etc.-Artwork                          $              25,000
Off Premises Cov.                                        $              25,000
Valuable Papers                                                    INCL.
Computer Hardware (Mini Micro)                           $             150,000
Media Coverage (Mini Micro)                              $              22,500
Robbery In & Out                                         $10000./2000.
Burglary                                                           INCL.
Employee Fidelity/Dishonesty                             $               5,000
Plate Glass/Sign Cov.                                         See Bus. Link
BUS LINK ENDT.
Mini-Micro Computer Cov. with Transit Cov.               $150,000 & 25,000Tran
                                                         $2,000,000 per person & $1,000,000 umbrella per
                                                         occurrence
General Liab.-Aggreg. Lmt.
Personal Injury
Product Liability                                        $1,000,000 per person
Fire Legal Liability                                     $1,000,000 per person
Water Damage Legal                                       $              50,000
Non-Owner Autom.  Liab.                                            INCL.
Malpractice (E&O) Liab.                                            INCL.
Other Insurance:
Umbrella Liability                                       $           1,000,000
Worker Compensation                                           All employees
NY State Disability                                           All employees



                            Assets Purchase Agreement
                           Exhibit 2.01(f) - Employees



Employee Name                                           Title
-------------                                           -----
                                       
Stephen E. Smith                      VP, Director Editorial Design & Production

Daniel P. Mckillen                    VP, Sales

William T. Seitz                      VP, IT

Susan Bergman                         VP, Business Development

Gregory Fortescue                     Marketing Manager

Vincent J. Keane                      Web Designer

Leah Wang                             Assistant Editor

Chris Pepper                          Systems Administrator

Deborah J. Norton                     Production

David E. Orbach                       Production

Theodore A. Singer                    Coordinator

Craig A. Pearlman                     Production Assistant

Gerard Donnelly                       Design Assistant




                            Assets Purchase Agreement
                       Exhibit 2.01(g) - Employee Benefits

Medical Insurance (including Dental)

Life Insurance

Supplemental Disability Insurance

401(k) Plan (with Profit Sharing Contribution by company)

Cafeteria Plan - Medical

Cafeteria Plan - Dependent Care

State Unemployment

Federal Unemployment

Disability

Workers Compensation