ASSET PURCHASE AGREEMENT













                            by and between







                             SITEMAN, INC.,

                       a California corporation

                   formed by Encanto Networks, Inc.

                     to complete this transaction







                                  and







            iXL ENTERPRISES, INC. (F/K/A/ IXL HOLDINGS, INC.),

                             iXL, INC. AND

                          iXL-SAN DIEGO, INC.,





                      each a Delaware corporation,







                      Dated as of January 29, 1999





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                         ASSET PURCHASE AGREEMENT



          THIS AGREEMENT is dated as of January 29, 1999 by and between

Siteman, Inc, a California corporation ("Purchaser") formed by Encanto

Networks, Inc., a California corporation ("Encanto Networks") to complete the

transaction contemplated by this Agreement, and iXL Enterprises, Inc. (f/k/a

IXL Holdings, Inc.), iXL, Inc. and iXL-San Diego, Inc., each a Delaware

corporation (collectively, "Sellers").



          WHEREAS, Sellers or one or more of them own and operate e-commerce

solutions known as Siteman and MerchantWAVE that are engaged in the business

of the development and maintenance of a Web authoring and template tool for

multiple Web site management (collectively, the "Technologies"; Sellers'

existing business solely in the Technologies is referred to herein as the

"Business");



          WHEREAS, Purchaser desires to acquire from Sellers and Sellers

desire to transfer to Purchaser, certain specified properties, assets, and

rights of Sellers related to the Business, and to assume certain specified

liabilities of Sellers, all upon the terms and conditions set forth in this

Agreement; and



          WHEREAS, Purchaser and iXL, Inc. are executing contemporaneously

herewith separate license and services agreements (collectively "L&S

Agreements" and individually "License Agreement" and "Services Agreement,"

substantially in the form of EXHIBITS "A" AND "B," respectively), to enable

Sellers to (i) utilize the patents under the Siteman and MerchantWAVE

software, and utilize, develop, and license other technologies that involve

or relate to e-commerce solutions and the development and maintenance of a

Web authoring and template tool for multiple Web site management to the

extent set forth in the License Agreement, (ii) continue offering,

maintaining, and servicing the Technologies to and for third parties through

a license from Purchaser and (iii) provide services to Purchaser and certain

third parties (as defined in the Services Agreement, "Designees") through a

Services Agreement which shall include a guarantee that Purchaser, or Encanto

Networks or their Designee(s) will engage iXL, Inc. to perform a minimum of

one million five hundred thousand dollars ($1,500,000) of services work, to

be paid within the thirty (30) months immediately following execution of this

Agreement.



          NOW, THEREFORE, in consideration of the mutual promises and

covenants set forth herein, and other good and valuable consideration, the

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

hereby agree as follows;



                             ARTICLE 1



                    PURCHASE AND SALE OF ASSETS



          Section 1.1   DESCRIPTION OF ASSETS TO BE ACQUIRED. Upon the terms

and subject to the conditions set forth in this Agreement, at the Time of

Closing (as defined in Section 6.1), Sellers agree to convey, sell, transfer,

assign and deliver to Purchaser, and Purchaser agrees to purchase and assume

from Sellers, all right, title and interest of Sellers at the Time of Closing

in and to certain assets, properties and rights related to the Business, as

follows:





<PAGE>





                        (a)   The customer accounts of Sellers relating to

the Business listed in SCHEDULE 1.1(a) and all customer and mailing lists

relating to the Business, and all of the Sellers' rights to service with the

Technologies the customer accounts listed in SCHEDULE 1.1(a);



                        (b)   All interests of Sellers in the software

(including, without limitation, underlying information, technology,

algorithms and the like) listed on SCHEDULE 1.1(b);



                        (c)   All interests of Sellers in the equipment,

instruments, computer hardware and software (including, without limitation,

underlying information, algorithms and the like), documentation and manuals

(whether stored on a computer or in written form), software tools, tooling,

and other miscellaneous assets of the Business listed on SCHEDULE 1.1(c);



                        (d)   All claims and rights under the agreements,

contracts, contract rights, licenses, purchase and sale orders, quotations

and other executory commitments associated with the Business (collectively,

the "Contracts"), including contracts related to the customer accounts listed

on SCHEDULE 1.1(a) and any additional Contracts listed on SCHEDULE 1.1(C),

but excluding (i) any accounts receivable of Sellers relating to the

Contracts and due and payable on or before the Time of Closing ("Sellers'

Accounts Receivable"); and (ii) any other agreements, contract rights,

licenses, purchase and sale orders and the like relating to the Business,

unless so listed, including without limitation those referred to in SCHEDULE

1.1(D) ("Retained Contracts");



                        (e)   All rights, if any, under express or implied

warranties from suppliers and vendors of the Sellers pertaining to the

Assets, to the extent that same are assignable and such assignment does not

hamper or otherwise affect Sellers' rights, duties, and obligations under the

L&S Agreements;



                        (f)   The names "Siteman" and "MerchantWAVE," the

domain names siteman.com and merchantwave.com and mallenium.com and the

goodwill of the Business connected therewith or symbolized thereby;



                        (g)   All other rights, title and interest to any

patents, trademarks, patent applications, trademark rights, trade secrets,

information, proprietary rights, license rights, service marks, inventions,

tradenames, copyrights, processes, technical information, software, licenses,

designs and confidentiality agreements, logos, and customer and supplier

lists pertaining to the Business, together with the goodwill associated

therewith (collectively, the "Intellectual Property") as listed or described

in SCHEDULE 1.1(g);



                        (h)   Copies of originals of books of account,

general ledgers, sales invoices, accounts payable and payroll records,

drawings, advertising materials, marketing and business plans, sales training

and procedures information, files, papers and all other records pertaining

solely to the Business that have been prepared at or prior to the Time of

Closing;



                        (i)   All goodwill associated with the Business and

the Technologies; and





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<PAGE>



          (j)   Any other properties or assets ("Other Assets") as are listed

on SCHEDULE 1.1(i).



     The assets, properties, and rights to be conveyed, sold, transferred,

assigned, and delivered to Purchaser pursuant to this Section 1.1 are

sometimes hereinafter collectively referred to as the "Assets."



     Section 1.2  SUBCONTRACT.  With respect to the Retained Contracts, iXL,

Inc. and Purchaser agree, subject to any requisite consents, to enter into

an agreement ("Subcontract") for each Retained Contract, excluding iXL,

Inc.'s contract with Endeavor Technologies, Inc. d/b/a WebMD. The form of

Subcontract will be finalized within forty five (45) days after the Time of

Closing. The Subcontract will include, but not be limited to, the following

terms:



          (i)   iXL, Inc.'s payment of all license revenue to Purchaser with

respect to the Retained Contracts.



          (ii)  iXL, Inc.'s payment of all access fees to Purchaser with

respect to the Retained Contracts and the allocation of iXL, Inc.'s and

Purchaser's responsibilities relating to hosting and web development services.



          (iii) Either party's right to terminate the Subcontract upon the

other party's breach of the Subcontract.



          (iv)  Purchaser's indemnification of iXL, Inc. and its related

parties for Purchaser's acts or omissions in connection with performing

services under the Subcontract.



          (v)   Purchaser obtaining insurance in types, with such

specifications, and in amounts at least equal to, the types, specifications

and amounts of insurance that iXL, Inc. is required to have under the

applicable Retained Contract.



     iXL, Inc. and Purchaser covenant that, as between them, Endeavor

Technologies, Inc. doing business as WebMD shall remain solely a client of

iXL, Inc. Relating to this client, and notwithstanding anything to the

contrary herein, or in the Subcontract or L&S Agreements, no fees, including

without limitation any license or access fees, shall be payable to Purchaser

hereunder or under the Subcontract or L&S Agreements.



                                ARTICLE II



                             ASSUMED LIABILITIES



     Section 2.1  ASSUMED LIABILITIES.  Subject to Section 2.2, Purchaser

hereby agrees at the Time of Closing to assume, satisfy or perform when due

all liabilities arising out of or relating to the Business under the

Contracts, as provided in Section 5.2(b)(ii) or as set forth on SCHEDULE 2.1.

The liabilities assumed hereunder by the Purchaser are hereinafter called the

"Assumed Liabilities."



                                       3

<PAGE>



     Section 2.2  LIABILITIES NOT ASSUMED.  Other than the Assumed

Liabilities, and except as hereinafter provided with respect to Sellers'

Accounts Receivable, Purchaser shall not assume, nor shall Purchaser or any

affiliate of Purchaser be deemed to have assumed or guaranteed, any other

liability or obligation of any nature of the Sellers or the Business, or

claims of such liability or obligation, whether accrued, matured or

unmatured, liquidated or unliquidated, fixed or contingent, known or unknown,

arising out of acts or occurrences prior to the Time of Closing. Any

liabilities or obligations not set forth on SCHEDULE 2.1, and therefore NOT

assumed by the Purchaser are hereafter called collectively, the "Unassumed

Liabilities."



                                   ARTICLE III



                                  PURCHASE PRICE



     Section 3.1  CONSIDERATION.  Upon the terms and subject to the

conditions contained in this Agreement, in consideration for the Assets and

in full payment therefor, Purchaser will pay, or cause to be paid, the

purchase price set forth in Section 3.2 to Sellers, and Purchaser will assume

all of the Assumed Liabilities.



     Section 3.2  PAYMENT OF PURCHASE PRICE.  The purchase price ("Purchase

Price") to be paid or payable by Purchaser to Sellers in connection with the

consummation of the transactions contemplated herein shall be as follows:



          (a)  CASH CLOSING PAYMENT.  Two million dollars ($2,000,000), which

shall be paid by wire transfer of immediately available funds to the account

of Sellers or their designee (the "Cash Closing Payment") at the Time of

Closing; and in addition



          (b)  PROMISSORY NOTE.  A Convertible Promissory Note in the amount

of five hundred thousand dollars ($500,000), substantially in the form

attached hereto as Exhibit "H" ("Convertible Promissory Note") and



          (c)  SERVICES AGREEMENT.  An aggregate minimum of one million five

hundred thousand dollars ($1,500,000) to be paid by the Purchaser, Encanto

Networks, or any Designees of Purchaser in connection with the services,

provided by iXL, Inc. pursuant to the Services Agreement, without any

deduction or withholding whatsoever in respect of any taxes or otherwise.



     Section 3.3  TAXES.  In addition to amounts specified in Section 3.2,

Purchaser will pay all sales, use, transfer, privilege, excise or other taxes

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