<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>ASSET PURCHASE AGREEMENT

<TEXT>





                            ASSET PURCHASE AGREEMENT





         THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered

into as of April 4, 2001 (the "Effective Date") by and between Internet

Properties Development Corp., a Nevada corporation (the "Buyer" or "IPDC"), and

SENIORS.COM, INC., a Delaware corporation (the "Seller" or "Seniors.com")

(collectively, the "Parties").



         WHEREAS, the Seller owns and operates a website with the uniform

resource locator address WWW.SENIORS.COM (the "URL") and is currently the

registered owner of the www.seniors.com domain name and URL;



         WHEREAS, the Seller desires to sell, and the Buyer desires to buy, on

the terms and conditions set forth in this Agreement, the www.seniors.com URL

and domain name, the Seller's existing registered user database, the Seniors.com

website, and certain other assets relating to the operation and utilization of

the Seniors.com website as set forth herein;



         WHEREAS, the Seller and the Buyer have previously executed a letter of

intent dated March 10, 2001 (the "Letter of Intent"); and



         WHEREAS, this Agreement constitutes the Definitive Agreement

contemplated by the Letter of Intent setting forth the full and complete

understanding of the terms and conditions under which the Seller shall sell and

the Buyer shall purchase such assets of the Seller.



         NOW, THEREFORE, in consideration of the foregoing, the mutual

agreements contained herein, and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Parties agree as

follows:



                                    ARTICLE 1



                           PURCHASE AND SALE OF ASSETS



         1.1 TRANSFERRED ASSETS. Subject to and upon the terms and conditions of

this Agreement, the Seller hereby agrees to sell, assign, transfer, convey and

deliver to the Buyer free and clear of all liens, liabilities and encumbrances,

and the Buyer agrees to purchase from the Seller, the following assets

(collectively, the "Transferred Assets"):



                  (a) The Internet Domain Name and URL, "www.seniors.com" and

all related rights necessary to use, maintain and operate such URL;



                  (b) Existing Registered User Database of Seniors.com

(approximately 16,000 user names and e-mail addresses), including all data files

and other electronic data relating thereto;



                  (c) Content currently published on the Seniors.com website;







<PAGE>



                  (d) The software code for the Seniors.com website, which is

currently published at the WWW.SENIORS.COM URL, including a license to the

WebPublish! content and user management software;



                                    ARTICLE 2



                                 PURCHASE PRICE



         2.1 PURCHASE PRICE. The purchase price to be paid by the Buyer to the

Seller for the Transferred Assets (the "Purchase Price") shall consist of

$65,000 (sixty-five thousand dollars) in cash.



         2.2 PAYMENT TERMS. The Purchase Price shall be paid as follows:



                  (a) On March 12, 2001, pursuant to the terms of the Letter of

Intent, the Buyer deposited the Purchase Price into the client trust account of

the law firm of Shutts and Bowen LLP for this transaction.



                  (b) The full amount of the Purchase Price shall be released

from the Shutts & Bowen LLP client trust account and delivered to the Seller

immediately following execution of this Agreement.

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