ASSET PURCHASE AGREEMENT

        This Asset Purchase Agreement (the "Agreement") is made and entered into as of September 25, 2003 (the "Agreement Date") by and between Kintera, Inc., a Delaware corporation ("Kintera"), VS Asset Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Kintera ("Purchaser"), VirtualSprockets LLC, a Maryland limited liability company (the "Seller"), Mr. Randy Thomas Yeatts, Jr., Ms. Laura Kittleman Yeatts and Mr. David M. Barach (each a "Founder" and collectively, the "Founders"). Kintera, Purchaser, Seller and the Founders are referred to collectively herein as the "Parties."

RECITALS

        A.    Seller is engaged in the business of developing web sites for non-profit organizations and/or internet based marketing strategies for non-profit organizations, developing intranets for non-profit and for-profit organizations and developing database software for non-profit organizations (the "Business").

        B.    Subject only to the limitations and exclusions contained in this Agreement and pursuant to the terms and subject to the conditions hereinafter set forth, Seller desires to sell and Purchaser desires to purchase the Business, its operations and the assets of Seller used therein.

        C.    Seller, Founders, Kintera and Purchaser desire to make certain representations and warranties and other agreements in connection with the purchase and sale of the Assets (as defined below).

AGREEMENT

        NOW, THEREFORE, in consideration of the representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

PURCHASE AND SALE

        Section 1.1    Agreement to Sell.    At the Closing (as defined in Section 2.1), Seller shall grant, sell, convey, assign, transfer and deliver to Purchaser, upon and subject to the terms and conditions of this Agreement, all right, title and interest of Seller in and to all of Seller's assets other than the Excluded Assets (as defined below) (the "Assets"), including but not limited to the Assets used in the Business set forth on Schedule 1.1(a) attached hereto. Notwithstanding anything herein to the contrary, the Assets shall not include those assets set forth on Schedule 1.1(b) attached hereto (the "Excluded Assets"). The Assets, other than the Excluded Assets, are intended to constitute all of the assets of the Seller.

        Section 1.2    Agreement to Purchase.    At the Closing, Purchaser shall purchase the Assets from Seller, upon and subject to the terms and conditions of this Agreement and in reliance on the representations, warranties and covenants of Seller and the Founders contained herein, in exchange for the Shares (as defined in Section 1.4).

        Section 1.3    Assumed Liabilities.    In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set

forth in this Agreement, at the Closing, Purchaser will assume and agree to pay, perform and discharge when due the obligations of Seller set forth on Schedule 1.3 arising in connection with the operation of the Business, as the same shall exist on the Closing Date (the "Assumed Liabilities"), and no others. In no event shall the assumed liabilities include any Employment Liabilities. "Employment Liabilities" shall mean any and all claims, debts, liabilities, commitments and obligations, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accured or unaccrued, known or unknown, whenever or however arising, including all costs and expenses related thereto, arising under law, rule, regulation, permit, action or proceeding before any governmental authority, order or consent decree or any award of any kind, any Seller Employee Plan (as defined in Section 3.15 below) or otherwise relating to an employee of Seller.

        Section 1.4    The Purchase Price.    Kintera shall issue an aggregate of 200,000 shares of the common stock of Kintera ("Kintera Common Stock") to the Seller (the "Shares") which shall be distributed by Seller following the Closing in accordance with Section 6.1. The Shares will be subject to vesting as set forth in the Vesting Agreement (as defined below) to be executed by Kintera and each Founder.

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