<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>ASSET PURCHASE AGREEMENT

<TEXT>









                            ASSET PURCHASE AGREEMENT



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

8th  day  of  Nov.  2000  by  and  among Sales OnLine Direct,  Inc. ("SOLD"),  a

Delaware  corporation,  ChannelSpace  Entertainment,  Inc. ("CSEI"),  a Virginia

corporation,   and  CSEI's  wholly-owned  Canadian  subsidiary  Discribe,   Ltd.

("Discribe") (CSEI and Discribe are hereinafter  referred to collectively as the

"Sellers").



                              EXPLANATORY STATEMENT



                  Sellers are converged  internet content  providers and leading

producers of affinity portals,  including Sellers' main offerings  consisting of

the  CollectingChannel.com and the Celtic Channel.com websites (the "Websites").

Such business of Sellers is hereinafter  referred to as the "Business."  Sellers

desire to sell to SOLD,  and SOLD  desires  to  purchase  and  acquire  from the

Sellers,  the assets comprising the Business other than the "electronic  Content

Management System" ("eCMS") technology,  as more particularly  described herein.

SOLD and Sellers have  reached  agreement  on the terms and  conditions  of such

purchase  and  sale,  and  on  certain  other  related  transactions,   as  more

particularly set forth herein.



                  NOW THEREFORE,  in consideration of the foregoing  Explanatory

Statement and the mutual covenants,  agreements,  representations and warranties

contained in this Agreement,  the receipt and sufficiency of such  consideration

being  hereby  acknowledged  and agreed,  the parties  hereto  covenant,  agree,

represent and warrant as follows:



     1. Closing. The closing of the transactions  contemplated by this Agreement

(the  "Closing")  shall take place at 5 p.m. on November 8, 2000 (the  "Closing

Date") or such other date and time as the parties may agree upon,  provided that

all conditions  precedent to the Closing set forth in this Agreement  shall have

been fulfilled,  or waived by the party for benefit the condition  exists,  time

being of the essence of this Agreement. In no event shall the Closing take place

on or after the closing of CSEI's  sale of its  "electronic  Content  Management

System" ("eCMS")  technology to 3D Shopping.com  d/b/a O2,  Essential  Marketing

Technologies ("O2").



     2. Sale and Purchase of Assets.  On the terms and subject to the conditions

set forth in this Agreement,  Sellers shall sell, assign, convey and transfer to

SOLD,  and SOLD shall  purchase  from  Sellers,  at the  Closing,  the assets of

Sellers  comprising the Business as such assets are more particularly  described

in this Section 2 (the "Assets"),  free and clear of all liens and encumbrances;

provided  that SOLD shall not  purchase  and acquire  from  Sellers the excluded

assets described on Schedule 2 hereto (the "Excluded Assets").  The Assets to be

sold, assigned, conveyed and transferred hereunder shall be all of the assets of

Sellers other than the Excluded Assets, including the following:



         2.1. All of Sellers' right,  title and interest in and to the Websites,

including  the domain  names of the  Websites,  the  tradenames  under which the

Websites and the Business are  operated,  all (except as excluded on Schedule 2)

domain names owned by Sellers  including  those listed on Schedule  2.1, and all

other intellectual property owned by Sellers and used or useful in the operation

of the Websites or the Business other than the Excluded Assets;



                                       1

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         2.2.  All of the fixed  assets and  equipment  listed on  Schedule  2.2

attached hereto (the "Fixed Assets");



         2.3.  All of the books and  records of the Sellers  identified  by SOLD

within ten (10) days following the Closing  pertaining  solely to the Assets and

Business,  including files, statistics,  financial information,  operating data,

sales, distribution and marketing information,  information related to suppliers

and related  items,  and such other and further  information as is maintained by

the  Seller  relating  solely to the  Assets  and  Business,  but not  including

Sellers'  corporate  records  or income tax  records  ("Books");  provided  that

Sellers  shall retain  copies of any original  Books SOLD removes from  Sellers'

offices;



         2.4. All of Sellers' lists of registered  users of the Websites,  which

shall include such  information  regarding  registered users as is maintained by

Sellers (the  "Registered  User  Lists").  Such  Registered  User Lists shall be

maintained  by SOLD in accordance  with the terms and  conditions of any privacy

policies set forth on Sellers' Websites;

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