BETWEEN





                               SHOCKWAVE.COM, INC.





                                       AND





                                ATOM CORPORATION









--------------------------------------------------------------------------------







   2



                      AGREEMENT AND PLAN OF REORGANIZATION





        This AGREEMENT AND PLAN OF REORGANIZATION (this "AGREEMENT") is made and

entered into as of December 14, 2000 (the "AGREEMENT DATE") by and between

Shockwave.com, Inc., a Delaware corporation ("SHOCKWAVE"), and Atom Corporation,

a Washington corporation ("ATOM").



                                    RECITALS



        A. The parties intend that Atom will be merged with and into Shockwave

in a straight merger, with Shockwave to be the surviving corporation (the

"MERGER"), all pursuant to the terms and conditions of this Agreement and

applicable law. The parties also intend for the Merger to be treated as a

tax-free "reorganization" under Section 368(a) of the Internal Revenue Code of

1986, as amended (the "CODE"), and to be treated as a "purchase" transaction for

accounting purposes.



        B. The Boards of Directors of Shockwave and Atom have determined that

the Merger is in the best interests of their respective companies and

shareholders, have approved the Merger and, accordingly, have agreed to effect

the Merger provided for herein upon the terms and conditions of this Agreement.



        C. Concurrently with the execution and delivery of this Agreement, Atom

Shareholders holding a majority of the outstanding shares of (i) Atom Common

Stock and Atom Preferred Stock, (ii) Atom Common Stock, (iii) Atom Preferred

Stock, (iv) Atom Series A Preferred Stock, (v) Atom Series B Preferred Stock,

and (vi) Atom Series C Preferred Stock will execute and deliver to Shockwave a

voting agreement in the form and substance of Exhibit A attached hereto (the

"ATOM VOTING AGREEMENT") under which each such Atom Shareholder will agree to

irrevocably vote all shares of Atom capital stock owned by such Atom Shareholder

in favor of this Agreement, the Merger, the Restated Articles of Incorporation

and the other transactions contemplated by this Agreement (the "ATOM REQUIRED

APPROVALS"), and an investment representation letter in the form and substance

of Exhibit B attached hereto under which each such Atom Shareholder will provide

certain representations and warranties to Shockwave (the "INVESTMENT

REPRESENTATION LETTER").



        D. Concurrently with the execution and delivery of this Agreement,

Shockwave Shareholders holding a majority of the outstanding shares of (i)

Shockwave Common Stock and Shockwave Preferred Stock, (ii) Shockwave Preferred

Stock, (iii) Shockwave Series A Preferred Stock, and (iv) Shockwave Series B

Preferred Stock will execute and deliver to Shockwave a voting agreement in the

form and substance of Exhibit C attached hereto (the "SHOCKWAVE VOTING

AGREEMENT") under which each such Shockwave Shareholder will agree to

irrevocably vote all shares of Shockwave capital stock owned by such Shockwave

Shareholder in favor of this Agreement, the Merger, the amendment and

restatement of the Certificate of Incorporation of Shockwave in form and

substance of Exhibit D attached hereto (the "RESTATED CERTIFICATE OF

INCORPORATION"), and the other transactions contemplated by this Agreement (the

"SHOCKWAVE REQUIRED APPROVALS").







   3



        E. Upon the effectiveness of the Merger, and subject to the terms and

conditions hereof, (i) the shares of Atom Common Stock and Atom Preferred Stock

that are outstanding immediately prior to the effectiveness of the Merger will

be converted into Shockwave Merger Shares, (ii) Atom Options and Atom Warrants

to purchase Atom Common Stock and Atom Preferred Stock that are outstanding

immediately prior to the effectiveness of the Merger will be converted into

Shockwave Options and Shockwave Warrants to purchase Shockwave Common Stock and

Shockwave Preferred Stock, and (iii) Atom will be merged with and into

Shockwave, in each case, as provided in this Agreement.



        F. Subsequent to the execution and delivery of this Agreement, the

parties will agree to an appropriate allocation of members of the Board of

Directors of the Surviving Corporation, which allocation will be approximately

proportional to the equity interests of the securities holders of the parties in

the Surviving Corporation, with one of the initial directors for the Atom

Shareholders to be a designee of Digital Ventures II Limited, and the parties

will agree to enter into an amendment to the Amended and Restated Voting

Agreement dated August 7, 2000 among Shockwave, Macromedia, Inc., a Delaware

corporation ("MACROMEDIA"), and holders of Shockwave Series B Preferred Stock

(the "FIRST RESTATED VOTING AGREEMENT") to set forth the terms of such

allocation.



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

promises, covenants and conditions contained herein, the parties hereby agree as

follows:



                                    ARTICLE 1

                               CERTAIN DEFINITIONS



        As used in this Agreement, the following terms will have the meanings

set forth below:



        1.1 "ATOM ANCILLARY AGREEMENTS" means, collectively, the Articles of

Merger, each certificate to be delivered by Atom or an officer or officers of

Atom at the Closing pursuant to Article 9, and each other agreement (other than

this Agreement) which Atom is to enter into as a party thereto pursuant to this

Agreement.



        1.2 "ATOM BONUS OPTIONS" means the Bonus Amounts (as defined in the

resolutions adopted by the Atom Board of Directors at its meeting on November

28, 2000) granted to each of Matthew Hulett, Michael Comish, Heather Redman,

Eric Cansler, John Markom and Mikeal Shields pursuant to such action by the Atom

Board of Directors.



        1.3 "ATOM COMMON STOCK" means common stock, without par value, of Atom.



        1.4 "ATOM CONVERSION NUMBER" means the quotient (calculated to the

fourth decimal place) obtained by dividing (a) the product (calculated to the

fourth decimal place) obtained by multiplying (i) the Shockwave Post-Merger

Fully Diluted Share Number by (ii) three-tenths, by (b) the Atom Fully Diluted

Share Number.



        1.5 "ATOM SERIES A PREFERRED STOCK" means Series A Preferred Stock,

without par value, of Atom.





                                       2

   4



        1.6 "ATOM SERIES B PREFERRED STOCK" means Series B Preferred Stock,

without par value, of Atom.



        1.7 "ATOM SERIES C PREFERRED STOCK" means Series C Preferred Stock,

without par value, of Atom.



        1.8 "ATOM PREFERRED STOCK" means the Atom Series A Preferred Stock, the

Atom Series B Preferred Stock and the Atom Series C Preferred Stock.



        1.9 "ATOM FULLY DILUTED SHARE NUMBER" means the sum of (a) the aggregate

number of shares of Atom Common Stock, Atom Preferred Stock, shares of Atom

Common Stock and Atom Preferred Stock underlying Atom Options and Atom Warrants

(using an exercise price of $1.28 for Atom warrants to purchase the Atom

Preferred Stock issued in Atom's next equity financing), and shares of Atom

Common Stock underlying the Atom Bonus Options (each on a fully exercised and

converted to Atom Common Stock basis) that are issued and outstanding

immediately prior to the Effective Time; provided, however, that such number

will not include shares of Atom Preferred Stock (or Atom Common Stock issued on

conversion of Atom Preferred Stock) held by Shockwave or its affiliates; and (b)

the number of shares equal to the quotient obtained by dividing (i) the

outstanding principal and interest as of the Effective Time under the Atom Notes

(as defined in Section 3.4(a)) divided by (ii) the lesser of (A) the implied

price per share of capital stock of the Surviving Corporation in its next equity

financing following the Effective Time based on a pre-money valuation of the

Surviving Corporation of $250,000,000 or (B) the actual agreed price per share

of preferred stock of the Surviving Corporation in its first preferred stock

financing following the Effective Time (such lesser price, the "DEEMED

CONVERSION PRICE").



        1.10 "ATOM OPTIONS" will have the meaning given in Section 2.3.

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