ASSET PURCHASE AGREEMENT



                            DATED AS OF JUNE 22, 2001



                                     BETWEEN



                             PEARSON EDUCATION, INC.



                                       AND



                                 ADAM.COM, INC.















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Exhibit A     -   Form of Bill of Sale and General Assignment



Exhibit B     -   Form of Copyright Assignment



Exhibit C     -   Form of Amended and Restated Development Agreement





                                      ANNEX



Annex I       -   Permitted Products



Annex II      -   Co-Developed Products



Annex III     -   Terms and Conditions of Distribution of Inventory



Annex IV      -   Additional Terms and Conditions of Content License



Annex V       -   Images Products



{PAGE}



                            ASSET PURCHASE AGREEMENT





         ASSET PURCHASE AGREEMENT dated as of June 22, 2001 (this "AGREEMENT")

between Pearson Education, Inc., a Delaware corporation (the "PURCHASER"), and

adam.com, Inc., a Georgia corporation (f/k/a A.D.A.M. Software, Inc.) (the

"SELLER").



                                    RECITALS



         WHEREAS, the Seller and Benjamin/Cummings, Purchaser's

predecessor-in-interest, entered into the Development Agreement, which provided

for, among other things, the joint development by Purchaser and Seller of

certain "Co-Developed Products" (as that term is defined in the Development

Agreement).



         WHEREAS, the Purchaser desires to purchase from the Seller and the

Seller desires to sell to the Purchaser all of Seller's rights, title and

interest in and to the Co-Developed Products and certain related assets, all

upon the terms and conditions set forth in this Agreement.



         NOW, THEREFORE, in consideration of the representations, warranties and

covenants herein contained and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto

hereby agree as follows:



                                    ARTICLE I

                               CERTAIN DEFINITIONS



         1.1 CERTAIN DEFINITIONS.



         (a) The following terms, when used in this Agreement, shall have the

respective meanings ascribed to them below:



         "ACTION" means any claim, action, suit, inquiry, hearing, investigation

or other proceeding.



         "AFFILIATE" means, with respect to a Person, any other Person that,

directly or indirectly, through one or more intermediaries, Controls, is

controlled by or is under common Control with, such Person. For purposes of this

definition, "CONTROL" (including, with correlative meanings, the terms

"Controlled by" and "under common Control with") means the possession, directly

or indirectly, of the power to direct or cause the direction of the management

or policies of a Person, whether through the ownership of stock, as trustee or

executor, by Contract or credit arrangement or otherwise.



         "AGREEMENT" has the meaning set forth in the preamble hereto.



         "AMENDED AND RESTATED DEVELOPMENT AGREEMENT" has the meaning set forth

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